FORM N-CSR
OMB APPROVAL
OMB Number: 3235-0570
Expires: August 31, 2011
Estimated average burden hours per response: 18.9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21786
ING Global Advantage and Premium Opportunity Fund
(Exact name of registrant as specified in charter)
|
|
|
7337 E. Doubletree Ranch Rd., Scottsdale, AZ
|
|
85258 |
(Address of principal executive offices)
|
|
(Zip code) |
The Corporation Trust Company, 1209 Orange
Street, Wilmington, DE 19801
(Name and address of agent for service)
Registrants telephone number, including area code: 1-800-992-0180
|
|
|
Date of fiscal year end:
|
|
February 28 |
|
|
|
Date of reporting period:
|
|
February 28, 2009 |
Annual Report
February 28,
2009
ING Global Advantage and
Premium Opportunity Fund
E-Delivery
Sign-up details inside
This report is submitted for
general information to shareholders of the ING Funds. It is
not authorized for distribution to prospective shareholders
unless accompanied or preceded by a prospectus which includes
details regarding the funds investment objectives, risks,
charges, expenses and other information. This information should
be read carefully.
FUNDS
TABLE
OF CONTENTS
|
|
|
|
|
1
|
|
|
2
|
|
|
4
|
Report of Independent Registered Public Accounting Firm
|
|
6
|
|
|
7
|
|
|
8
|
|
|
9
|
|
|
10
|
|
|
11
|
|
|
20
|
Tax Information
|
|
28
|
|
|
29
|
Trustee and Officer Information
|
|
30
|
Advisory Contract Approval Discussion
|
|
35
|
|
|
40
|
EX-99.CODE.ETH |
EX-99.CERT |
EX-99.906.CERT |
Go
Paperless with
E-Delivery!
Sign up now for
on-line
prospectuses, fund reports, and proxy statements. In less than
five minutes, you can help reduce paper mail and lower fund
costs.
Just go to www.ingfunds.com, click
on the
E-Delivery
icon from the home page, follow the directions and complete the
quick 5 Steps to Enroll.
You will be notified by
e-mail when
these communications become available on the internet. Documents
that are not available on the internet will continue to be sent
by mail.
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 Advantage and Premium Opportunity Fund (the
Fund) is a diversified, closed end management
investment company whose shares are traded on the New York Stock
Exchange under the symbol IGA. 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 investment objectives by investing
at least 80% of its managed assets in a diversified global
equity portfolio and employing an option strategy of writing
index call options on a significant portion of its equity
portfolio. The Fund also hedges most of its foreign currency
exposure to reduce volatility of total returns.
For the fiscal year ended February 28, 2009, the Fund made
total quarterly distributions of $1.86 per share, including a
return of capital of $1.12 per share.
Based on net asset value (NAV), the Fund had a total
return of (26.96)% for the fiscal year ended February 28,
2009.(1)
This NAV return reflects a decrease in its NAV from $17.79 on
February 29, 2008 to $11.29 on February 28, 2009,
including the reinvestment of $1.86 per share in distributions.
Based on its share price, the Fund provided a total return of
(28.32)% for the fiscal year ended February 28,
2009.(2)
This share price return reflects a decrease in its share price
from $16.73 on February 29, 2008 to $10.42 on
February 28, 2009, including the reinvestment of $1.86 per
share in distributions.
The global equity markets have witnessed a challenging and
turbulent period. Please read the Market Perspective and
Portfolio Managers Report for more information on the
market and the Funds performance.
At ING Funds our mission is to set the standard in helping our
clients manage their financial future. We seek to assist you and
your financial advisor by offering a range of global investment
solutions. We invite you to visit our website at
www.ingfunds.com. Here you will find information on our products
and services, including current market data and fund statistics
on our open- and closed-end funds. You will see that we offer a
broad variety of equity, fixed income and multi-asset funds that
aim to fulfill a variety of investor needs.
We thank you for trusting ING Funds with your investment assets,
and we look forward to serving you in the months and years ahead.
Sincerely,
Shaun P. Mathews
President
ING Funds
April 10, 2009
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 the
Funds Shareholder Service Department at
(800) 992-0180
or log on to www.ingfunds.com. The prospectus should be read
carefully before investing. Consider the funds investment
objectives, risks, charges and expenses carefully before
investing. The prospectus contains this information and other
information about the fund. Check with your Investment
Professional to determine which funds are available for sale
within their firm. Not all funds are available for sale at all
firms.
|
|
(1)
|
Total investment return at net
asset value has been calculated assuming a purchase at net asset
value at the beginning of each period and a sale at net asset
value at the end of each period and assumes reinvestment of
dividends, capital gain distributions and return of capital
distributions/allocations, if any, in accordance with the
provisions of the dividend reinvestment plan.
|
|
(2)
|
Total investment return at market
value measures the change in the market value of your investment
assuming reinvestment of dividends, capital gain distributions
and return of capital distributions/allocations, if any, in
accordance with the provisions of the Funds dividend
reinvestment plan.
|
1
Market
Perspective: Year
Ended February 28, 2009
In our semi-annual report, we described a deteriorating
situation with major financial institutions on the brink of
failure and a recession looming. By fiscal year-end, governments
were committing previously unimaginable sums of taxpayer money
to prevent systemic collapse. Global equities in the form
of the MSCI
World®
Index(1) measured
in local currencies, including net reinvested dividends
(MSCI for regions discussed below) plunged 40.10% in
the six months ended February 28, 2009 (42.40% for the
entire fiscal year). (The MSCI
World®
Index plunged 47.12% for the entire fiscal year, measured in
U.S. dollars.) In currencies, the tide had turned
for the dollar against European currencies in mid-July. In the
six months ended February 28, 2009, the dollar strengthened
by 15.60% against the euro (18.50% for the entire fiscal year)
and 28.20% against the pound (39.40% for the entire fiscal
year). But the yen advanced as carry trades (essentially short
yen positions) were unwound and the dollar fell 10.30% (8.50%
for the entire fiscal year).
Even more dramatic was the price of oil which had marched to an
all-time high of around $147 per barrel in mid-July only to lose
more than two thirds of that price by the end of 2008.
The economic statistics remained bleak in the second half of our
fiscal year. By February, the Standard &
Poors (S&P)/Case-Shiller National U.S.
Home Price
Index(2) of
house prices was reported down a record 18.50% from a year
earlier. Despite much better affordability, existing home sales
dropped to 1997 levels and 45% of those sales were distressed.
Payrolls declined in every month of 2008 and in January of 2009,
as the unemployment rate swelled to 7.60%, the highest since
1992. Gross Domestic Product (GDP) fell at an
annualized rate of 0.50% in the third quarter of 2008 and then
by 6.20% in the fourth quarter, the steepest fall since 1982.
Yet these were side-shows to the fireworks display in the
financial sector, where major institutions hanging
by a thread through problems rooted in unwise mortgage
borrowing, lending and investment met different
fates in September 2008 at the hands of the U.S. government.
The Federal National Mortgage Association (Fannie
Mae) and the Federal Home Loan Mortgage Corporation
(Freddie Mac) were taken into
conservatorship. Merrill Lynch was acquired by the
Bank of America with a wink from the authorities. AIG received
an $85 billion loan from a reluctant government, which also
took a 79.9% equity stake in AIG. But Lehman Brothers, having
sought capital, then a buyer, found neither and was left to file
for Chapter 11 bankruptcy protection. This misjudgment
turned a credit crisis into a credit market collapse. Lending
all but seized up.
Policy response was huge but muddled. A Troubled Asset Relief
Plan (TARP) would set up a $700 billion fund to
buy illiquid mortgage securities from financial institutions.
But on November 12, 2008, with half of the money already
used to recapitalize banks, Treasury Secretary Paulson announced
that the rest would not be used to buy illiquid mortgage
securities after all.
Other more practical programs supported the commercial paper
market, guaranteed the precious buck of money market
funds and drove rates on the
30-year
mortgage down towards 5%, a record low. And in December, the
Federal Open Market Committee (FOMC) reduced
interest rates to a range of between 0% and 0.25%.
But with the election of the new president, the stakes were
raised much higher. A $787 billion stimulus package of tax
cuts and spending would boost demand. A separate Financial
Recovery Program would promote a market for illiquid mortgage
securities, finance the purchase of asset-backed securities to
encourage lending and ease the terms of mortgages for homeowners
in trouble with their mortgage payments.
In all, the current-year budget deficit was expected to reach
$1.75 trillion, or 12% of GDP.
U.S. equities, represented by the S&P
500®
Composite Stock Price (S&P 500)
Index(3) including
dividends, plunged 41.80% in the second half of our fiscal year,
(43.30% for the entire fiscal year). Quarterly earnings for
S&P
500®
companies, after five straight annual declines, were probably
negative in absolute terms by the end of 2008. Investors were by
no means confident about the massive new policy initiatives
either. The well-larded stimulus package had passed in the House
with the votes of just one party. That it would take months to
implement was clear; its impact was not. And when
newly-appointed Treasury Secretary Geithner announced the
Financial Recovery Program, his uncertain delivery and lack of
detail sent
2
Market
Perspective: Year
Ended February 28, 2009
the
S&P 500®
Index down 5%, on the way to a
12-year low
as our fiscal year ended.
In international markets, also in recession, the MSCI
Japan®
Index(4) slumped
40.50% for the six months ended February 28, 2009 (43.50%
for the entire fiscal year). Exports in an export-dependent
economy sank by a record 45.70% in January 2009 due to a strong
yen in the face of slowing global demand. The 3.30% decline in
GDP in the fourth quarter of 2008 was the worst since 1974. The
same could be said for the Eurozones 1.50% decline and the
MSCI Europe ex
UK®
Index(5) sagged
40.40% for the six months ended February 28, 2009 (44.70%
for the entire fiscal year). The region has been badly affected
by the financial crisis with banks tightening lending practices
even as the European Central Bank offered unlimited lines of
credit. Initially in denial that inflation was falling fast, the
European Central Bank finally reduced rates by an unprecedented
225 basis points (or 2.25%) in four months from early
October 2008, while governments, one after the other,
proposed large stimulus packages. In the UK, the MSCI
UK®
Index(6) fell
30.90% for the six months ended February 28, 2009 (32.10%
for the entire fiscal year). The UK had allowed a bigger housing
bubble than the United States and deeper personal indebtedness
in an economy more dependent on the financial sector. Now in the
worst recession in decades, with venerable banks no longer
independent entities, the Bank of England reduced rates to 1%,
the lowest in its
315-year
history and signaled that quantitative easing was on the
way.
(1) The
MSCI
World®
Index is an unmanaged index that measures the performance of
over 1,400 securities listed on exchanges in the U.S., Europe,
Canada, Australia, New Zealand and the Far East.
(2) The
S&P/Case-Shiller National U.S. Home Price Index
tracks the value of single-family housing within the United
States. The index is a composite of single-family home price
indices for the nine U.S. Census divisions and is
calculated quarterly.
(3) The
S&P
500®
Index is an unmanaged index that measures the performance
of securities of approximately 500 large-capitalization
companies whose securities are traded on major U.S. stock
markets.
(4) The
MSCI
Japan®
Index is a free float-adjusted market capitalization index
that is designed to measure developed market equity performance
in Japan.
(5) The
MSCI Europe ex
UK®
Index is a free float adjusted market capitalization index
that is designed to measure developed market equity performance
in Europe, excluding the UK.
(6) The
MSCI
UK®
Index is a free float-adjusted market capitalization index
that is designed to measure developed market equity performance
in the UK.
All indices are unmanaged and investors cannot invest
directly in an index.
Past performance does not guarantee future
results. The performance quoted represents past
performance. Investment return and principal value of an
investment will fluctuate, and shares, when redeemed, may be
worth more or less than their original cost. The Funds
performance is subject to change since the periods end and
may be lower or higher than the performance data shown. Please
call
(800) 992-0180
or log on to www.ingfunds.com to obtain performance data current
to the most recent month end.
Market Perspective reflects the views of INGs Chief
Investment Risk Officer only through the end of the period, and
is subject to change based on market and other conditions.
ING
Global Advantage and Premium Opportunity Fund
Portfolio
Managers Report
Country Allocation
as of February 28, 2009
(as a percent of net
assets)
Portfolio holdings are
subject to change daily.
ING Global Advantage and Premium Opportunity Funds (the
Fund) primary investment objective is to provide a
high level of income. Capital appreciation is a secondary
investment objective. The Fund seeks to achieve its investment
objectives by:
|
|
|
investing at least 80% of its managed assets in a diversified
global equity portfolio; and
|
|
|
utilizing an integrated option writing strategy.
|
The Fund is managed by Paul Zemsky, Vincent Costa, Jody I.
Hrazanek, Carl Ghielen, Martin Jansen, Bas Peeters and Frank van
Etten, Portfolio Managers*, ING Investment Management
Co. the
Sub-Adviser.
Equity Portfolio Construction: Under normal market
conditions, the Fund invests in a diversified portfolio of
common stocks of companies located in a number of different
countries throughout the world, normally in approximately
450-500
common stocks, seeking to reduce the Funds exposure to
individual stock risk. The Fund normally invests across a broad
range of countries (usually
25-30
countries), industries and market sectors, including investments
in issuers located in countries with emerging markets.
The Funds weighting between U.S. and international
equities depends on the
Sub-Advisers
ongoing assessment of market opportunities for the Fund. Under
normal market conditions, the Fund seeks to maintain a target
weighting of 60% in U.S. domestic common stocks and not less
than 40% in international (ex-U.S.) common stocks.
The Funds Integrated Option Strategy: The
option strategy of the Fund is designed to seek gains and lower
volatility of total returns over a market cycle by writing
(selling) index call options on selected indices in an amount
equal to approximately 60% to 100% of the value of the
Funds holdings in common stocks.
Writing index call options involves granting the buyer the right
to appreciation of the value of an index above at a particular
price (the strike price) at a particular time. If
the purchaser exercises an index call option sold by the Fund,
the Fund will pay the purchaser the difference between the cash
value of the index and the strike price of the option.
The Fund seeks to generate gains from its portfolio index call
option strategy and, to a lesser extent, income from dividends
on the common stocks held in the Funds portfolio. The
extent of index call option writing activity depends upon market
conditions and the
Sub-Advisers
ongoing assessment of the attractiveness of writing index call
options on selected indices. Index call options are primarily
written in over-the-counter markets with major international
banks, broker-dealers and financial institutions. The Fund may
also write call options in exchange-listed option markets.
The Fund writes 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. Lastly, in order
to reduce volatility of NAV returns, the Fund employs a policy
to hedge major foreign currencies.
|
|
*
|
Effective January 2009, Omar
Aguilar is no longer portfolio manager to the Fund. Vincent
Costa has been added as a portfolio manager.
|
Top Ten Holdings
as of February 28,
2009
(as a percent of net
assets)
|
|
|
|
|
|
ExxonMobil Corp.
|
|
|
3.5
|
|
%
|
International Business Machines Corp.
|
|
|
1.5
|
|
%
|
Procter & Gamble Co.
|
|
|
1.5
|
|
%
|
Chevron Corp.
|
|
|
1.5
|
|
%
|
Wal-Mart Stores, Inc.
|
|
|
1.3
|
|
%
|
iShares MSCI EAFE Index Fund
|
|
|
1.3
|
|
%
|
General Electric Co.
|
|
|
1.1
|
|
%
|
Hewlett-Packard Co.
|
|
|
1.1
|
|
%
|
Microsoft Corp.
|
|
|
1.0
|
|
%
|
AT&T, Inc.
|
|
|
1.0
|
|
%
|
Portfolio holdings are
subject to change daily.
4
ING
Global Advantage and Premium Opportunity Fund
Portfolio
Managers Report
Performance: Based on its share price as of
February 28, 2009, the Fund provided a total return of
(28.32)% for the fiscal year ended February 28, 2009. This
return reflects a decrease in its share price from $16.73 on
February 29, 2008 to $10.42 on February 28, 2009,
including the reinvestment of $1.86 per share in distributions.
Based on NAV, the Fund returned (26.96)% for the fiscal year
ended February 28, 2009. This NAV return reflects a
decrease in its NAV from $17.79 on February 29, 2008 to
$11.29 on February 28, 2009, including the reinvestment of
$1.86 per share in distributions. The Standard &
Poors
500®
Composite Stock Price Index (S&P
500®
Index), the Morgan Stanley Capital
International Europe, Australasia and Far
East®
Index (MSCI
EAFE®
Index) and the Chicago Board Options Exchange
(CBOE) BuyWrite Monthly Index returned (43.32)%,
(50.22)% and (32.42)%, respectively, for the same period. During
the period, the Fund made total quarterly distributions of $1.86
per share, including a return of capital of $1.12 per
share. As of February 28, 2009, the Fund had 18,124,217
shares outstanding.
Market Review: Markets began the period on a
downward trend that reversed briefly in April and May. The acute
global financial crisis and global economic recession became the
reality after August and global indexes posted losses for the
period.
Equity Portfolio: The international equity portion
of the Fund uses INGs International Index Plus strategy.
For the period, the strategy underperformed its reference index,
the MSCI
EAFE®
Index. The strategy approximates the regional and sector weights
of the index. The predictive power of the quantitative models
employed was weak in the first half of the fiscal year, but
stabilized and added modest value in the second half.
Contributions in the healthcare, consumer staples and energy
sectors were disappointingly offset by negative stock selection
in the consumer discretionary and financial sectors.
The Funds U.S. domestic equity component outperformed the
S&P
500®
Index, due mainly to positive selection in financials and
energy, which overcame negative selection in healthcare and
industrials to add value. During the first half of the period,
market recognition factors such as earnings trend, long-term
price momentum and analyst estimate revision drove performance.
Quality and valuation factors such as book to price, forward
earnings to price and capital expenditure to depreciation did
not work well.
In the second half, our dynamic factor model began pointing more
towards valuation and quality factors. The resulting slight
overweight to valuation factors, such as forward and trailing
earnings to price, paid off in the last few months of 2008.
Quality factors such as capital expenditures to deprecation also
helped results.
Option Portfolio: The Fund generates premiums and
seeks gains by selling call options on a basket of market
indexes on a portion of the value of the equity portfolio. For
the period, the option overlay strategy reduced volatility and
added considerably to the Funds total return. Options
expired in the money early in the period but expired out of the
money as the equity markets sold-off toward fiscal year-end.
Volatility, as measured by the VIX Index, spiked as global
economic turmoil hit the markets and remained elevated into 2009.
During the period, the Fund sold short-maturity options on the
S&P
500®
Index, the Dow Jones Eurostoxx 50 Index, the Nikkei 225 Index
and the FTSE 100 Index. The strike prices of the traded options
were typically at or near the money and the average expiration
dates were between four and six weeks. The coverage ratio was
maintained at approximately
60-70%
throughout the period. Overall, during the one year period, call
premiums collected exceeded settlement amounts paid.
The Fund continued its policy of hedging major foreign
currencies to reduce volatility of NAV returns. The hedges added
to performance as the U.S. dollar strengthened throughout the
period.
Current Strategy & Outlook: The
underlying U.S. and EAFE strategies seek to reward investors
with sector and country diversification close to the S&P
500®
and MSCI
EAFE®
Indices, while seeking outperformance through portfolio
construction techniques. If the markets fall or move sideways,
the premiums generated from call-writing, dividends and
disciplined equity strategies may comprise an important part of
the Funds total return. If the markets rally, the strategy
may generate an absolute positive return, but the upside may be
limited as call options will likely be exercised.
We expect volatility to remain elevated in the months ahead,
allowing the Fund to continue earning attractive call premiums.
We believe volatility could abate somewhat later in the year as
aggressive fiscal and monetary measures begin to affect the
global economy and the market outlook stabilizes.
Portfolio holdings and
characteristics are subject to change and may not be
representative of current holdings and
characteristics.
5
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Shareholders and Board of Trustees
ING Global Advantage and Premium Opportunity Fund
We have audited the accompanying statement of assets and
liabilities, including the portfolio of investments, of ING
Global Advantage and Premium Opportunity Fund, as of
February 28, 2009, 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 three-year
period then ended, and the period from October 31, 2005
(commencement of operations) to February 28, 2006. These
financial statements and financial highlights are the
responsibility of management. Our responsibility is to express
an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of
February 28, 2009, 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 Advantage and
Premium Opportunity Fund as of February 28, 2009, 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 28, 2009
6
|
|
|
|
|
ASSETS:
|
|
|
|
|
Investments in securities at value*
|
|
$
|
201,711,547
|
|
Short-term investments in affiliates**
|
|
|
1,370,000
|
|
Cash
|
|
|
304,375
|
|
Cash collateral for futures
|
|
|
198,002
|
|
Foreign currencies at value***
|
|
|
1,280,145
|
|
Receivables:
|
|
|
|
|
Investment securities sold
|
|
|
10,863,624
|
|
Dividends and interest
|
|
|
947,491
|
|
Unrealized appreciation on forward foreign currency contracts
|
|
|
774,022
|
|
Prepaid expenses
|
|
|
3,559
|
|
|
|
|
|
|
Total assets
|
|
|
217,452,765
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES:
|
|
|
|
|
Payable for investment securities purchased
|
|
|
10,934,492
|
|
Payable for shares of the fund repurchased
|
|
|
263,558
|
|
Payable for variation margin
|
|
|
35,893
|
|
Unrealized depreciation on forward foreign currency contracts
|
|
|
140,905
|
|
Payable to affiliates
|
|
|
21,932
|
|
Payable for trustee fees
|
|
|
4,293
|
|
Other accrued expenses and liabilities
|
|
|
137,059
|
|
Written options****
|
|
|
1,368,749
|
|
|
|
|
|
|
Total liabilities
|
|
|
12,906,881
|
|
|
|
|
|
|
NET ASSETS (equivalent to $11.29 per share on
18,124,217 shares outstanding)
|
|
$
|
204,545,884
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS WERE COMPRISED OF:
|
|
|
|
|
Paid-in capital shares of beneficial interest at
$0.01 par value (unlimited shares authorized)
|
|
$
|
310,919,325
|
|
Undistributed net investment income
|
|
|
2,461,040
|
|
Accumulated net realized loss on investments, foreign currency
related transactions, futures,
and written options
|
|
|
(43,076,207
|
)
|
Net unrealized depreciation or investments foreign currency
related transactions, futures,
and written options
|
|
|
(65,758,274
|
)
|
|
|
|
|
|
NET ASSETS
|
|
$
|
204,545,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Cost of investments in securities
|
|
$
|
272,957,248
|
|
** Cost of short-term investments in affiliates
|
|
$
|
1,370,000
|
|
*** Cost of foreign currencies
|
|
$
|
1,288,148
|
|
**** Premiums received on written options
|
|
$
|
6,359,147
|
|
See
Accompanying Notes to Financial Statements
7
|
|
|
|
|
|
INVESTMENT INCOME:
|
|
|
|
|
Dividends, net of foreign taxes
withheld*(1)
|
|
$
|
8,220,945
|
|
Interest
|
|
|
83,463
|
|
|
|
|
|
|
Total investment income
|
|
|
8,304,408
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES:
|
|
|
|
|
Investment management fees
|
|
|
2,081,374
|
|
Transfer agent fees
|
|
|
20,280
|
|
Administrative service fees
|
|
|
277,517
|
|
Shareholder reporting expense
|
|
|
96,703
|
|
Professional fees
|
|
|
40,281
|
|
Custody and accounting expense
|
|
|
149,055
|
|
Trustee fees
|
|
|
7,887
|
|
Miscellaneous expense
|
|
|
69,165
|
|
|
|
|
|
|
Total expenses
|
|
|
2,742,262
|
|
Waived and reimbursed fees
|
|
|
(3,041
|
)
|
|
|
|
|
|
Net expenses
|
|
|
2,739,221
|
|
|
|
|
|
|
Net investment income
|
|
|
5,565,187
|
|
|
|
|
|
|
|
|
|
|
|
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN
CURRENCY
RELATED TRANSACTIONS, FUTURES, AND WRITTEN OPTIONS:
|
|
|
|
|
Net realized gain (loss) on:
|
|
|
|
|
Investments
|
|
|
(99,702,076
|
)
|
Foreign currency related transactions
|
|
|
12,590,680
|
|
Futures
|
|
|
(2,744,593
|
)
|
Written options
|
|
|
55,520,901
|
|
|
|
|
|
|
Net realized loss on investments, foreign currency related
transactions, futures,
and written options
|
|
|
(34,335,088
|
)
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation on:
|
|
|
|
|
Investments
|
|
|
(62,797,940
|
)
|
Foreign currency related transactions
|
|
|
3,471,772
|
|
Futures
|
|
|
(62,415
|
)
|
Written options
|
|
|
3,439,470
|
|
|
|
|
|
|
Net change in unrealized appreciation or depreciation on
investments, foreign
currency related transactions, futures, and written options
|
|
|
(55,949,113
|
)
|
|
|
|
|
|
Net realized and unrealized loss on investments, foreign
currency related
transactions, futures, and written options
|
|
|
(90,284,201
|
)
|
|
|
|
|
|
Decrease in net assets resulting from operations
|
|
$
|
(84,719,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Foreign taxes withheld
|
|
$
|
453,461
|
|
(1) Dividends
from affiliates
|
|
|
79,929
|
|
See
Accompanying Notes to Financial Statements
8
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
|
|
February 28,
|
|
February 29,
|
|
|
2009
|
|
2008
|
|
FROM OPERATIONS:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
5,565,187
|
|
|
$
|
5,502,682
|
|
Net realized gain (loss) on investments, foreign currency
related transactions,
futures, and written options
|
|
|
(34,335,088
|
)
|
|
|
29,242,549
|
|
Net change in unrealized appreciation or depreciation on
investments,
foreign currency related transactions, futures, and written
options
|
|
|
(55,949,113
|
)
|
|
|
(42,771,172
|
)
|
|
|
|
|
|
|
|
|
|
Decrease in net assets resulting from operations
|
|
|
(84,719,014
|
)
|
|
|
(8,025,941
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FROM DISTRIBUTIONS TO SHAREHOLDERS:
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
(13,517,200
|
)
|
|
|
|
|
Net realized gains
|
|
|
|
|
|
|
(43,759,562
|
)
|
Return of capital
|
|
|
(20,392,899
|
)
|
|
|
(10,365,747
|
)
|
|
|
|
|
|
|
|
|
|
Total distributions
|
|
|
(33,910,099
|
)
|
|
|
(54,125,309
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FROM CAPITAL SHARE TRANSACTIONS:
|
|
|
|
|
|
|
|
|
Reinvestment of distributions
|
|
|
|
|
|
|
993,717
|
|
Cost of shares repurchased, net of commissions
|
|
|
(1,100,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from capital
share transactions
|
|
|
(1,100,260
|
)
|
|
|
993,717
|
|
|
|
|
|
|
|
|
|
|
Net decrease in net assets
|
|
|
(119,729,373
|
)
|
|
|
(61,157,533
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS:
|
|
|
|
|
|
|
|
|
Beginning of year
|
|
|
324,275,257
|
|
|
|
385,432,790
|
|
|
|
|
|
|
|
|
|
|
End of year
|
|
$
|
204,545,884
|
|
|
$
|
324,275,257
|
|
|
|
|
|
|
|
|
|
|
Undistributed net investment income (distributions in excess of
net investment income) at end of year
|
|
$
|
2,461,040
|
|
|
$
|
(2,997,221
|
)
|
|
|
|
|
|
|
|
|
|
See
Accompanying Notes to Financial Statements
9
ING
Global Advantage and Premium Opportunity Fund
Financial
Highlights
Selected data for a share of beneficial interest outstanding
throughout each year or period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Year
|
|
Year
|
|
October 31,
|
|
|
|
|
Ended
|
|
Ended
|
|
Ended
|
|
2005(1)
to
|
|
|
|
|
February 28,
|
|
February 29,
|
|
February 28,
|
|
February 28,
|
|
|
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
|
Per Share Operating
Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
|
$
|
|
|
|
17.79
|
|
|
|
21.19
|
|
|
|
20.24
|
|
|
|
19.06
|
(2)
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
$
|
|
|
|
0.31
|
*
|
|
|
0.30
|
*
|
|
|
0.26
|
|
|
|
0.06
|
*
|
Net realized and unrealized gain (loss) on investments
|
|
|
$
|
|
|
|
(4.95
|
)
|
|
|
(0.73
|
)
|
|
|
2.55
|
|
|
|
1.28
|
|
Total from investment operations
|
|
|
$
|
|
|
|
(4.64
|
)
|
|
|
(0.43
|
)
|
|
|
2.81
|
|
|
|
1.34
|
|
Less distributions from:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
$
|
|
|
|
0.74
|
|
|
|
|
|
|
|
0.04
|
|
|
|
0.16
|
|
Net realized gains on investments
|
|
|
$
|
|
|
|
|
|
|
|
2.40
|
|
|
|
1.54
|
|
|
|
|
|
Return of capital
|
|
|
$
|
|
|
|
1.12
|
|
|
|
0.57
|
|
|
|
0.28
|
|
|
|
|
|
Total distributions
|
|
|
$
|
|
|
|
1.86
|
|
|
|
2.97
|
|
|
|
1.86
|
|
|
|
0.16
|
|
Net asset value, end of period
|
|
|
$
|
|
|
|
11.29
|
|
|
|
17.79
|
|
|
|
21.19
|
|
|
|
20.24
|
|
Market value, end of period
|
|
|
$
|
|
|
|
10.42
|
|
|
|
16.73
|
|
|
|
21.11
|
|
|
|
18.61
|
|
Total investment return at net asset
value(3)
|
|
|
%
|
|
|
|
(26.96
|
)
|
|
|
(2.40
|
)
|
|
|
14.81
|
|
|
|
7.08
|
|
Total investment return at market
value(4)
|
|
|
%
|
|
|
|
(28.32
|
)
|
|
|
(7.87
|
)
|
|
|
24.40
|
|
|
|
(6.17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios and Supplemental
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (000s)
|
|
|
$
|
|
|
|
204,546
|
|
|
|
324,275
|
|
|
|
385,433
|
|
|
|
365,374
|
|
Ratios to average net assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross expenses prior to expense
waiver(5)
|
|
|
%
|
|
|
|
0.99
|
|
|
|
0.97
|
|
|
|
0.95
|
|
|
|
1.06
|
|
Net expenses after expense
waiver(5)(6)
|
|
|
%
|
|
|
|
0.99
|
**
|
|
|
0.97
|
**
|
|
|
0.95
|
|
|
|
1.00
|
|
Net investment income after expense
waiver(5)(6)
|
|
|
%
|
|
|
|
2.01
|
**
|
|
|
1.45
|
**
|
|
|
1.29
|
|
|
|
0.86
|
|
Portfolio turnover rate
|
|
|
%
|
|
|
|
178
|
|
|
|
194
|
|
|
|
132
|
|
|
|
41
|
|
|
|
|
|
(1) |
|
Commencement of operations.
|
|
(2) |
|
Net asset value at beginning of
period reflects the deduction of the sales load of
$0.90 per share and offering costs of $0.04 per share
paid by the shareholder from the $20.00 offering price.
|
|
(3) |
|
Total investment return at net
asset value has been calculated assuming a purchase at net asset
value at the beginning of each period and a sale at net asset
value at the end of each period and assumes reinvestment of
dividends, capital gain distributions and return of capital
distributions/allocations, if any, in accordance with the
provisions of the dividend reinvestment plan. Total investment
return at net asset value is not annualized for periods less
than one year.
|
|
(4) |
|
Total investment return at market
value measures the change in the market value of your investment
assuming reinvestment of dividends, capital gain distributions
and return of capital distributions/allocations, if any, in
accordance with the provisions of the Funds dividend
reinvestment plan. Total investment return at market value is
not annualized for periods less than one year.
|
|
(5) |
|
Annualized for periods less than
one year.
|
|
(6) |
|
The Investment Adviser has agreed
to limit expenses, (excluding interest, taxes, brokerage,
extraordinary expenses and acquired fund fees and expenses)
subject to possible recoupment by ING Investments, LLC
within three years of being incurred.
|
|
*
|
|
Calculated using average number of
shares outstanding throughout the period.
|
|
**
|
|
Impact of waiving the advisory fee
for the ING Institutional Prime Money Market Fund holding has
less than 0.005% impact on the expense ratio and net investment
income ratio.
|
See
Accompanying Notes to Financial Statements
10
NOTE 1
ORGANIZATION
ING Global Advantage and Premium Opportunity Fund (the
Fund) is a diversified, closed-end management
investment company registered under the Investment Company Act
of 1940, as amended (the 1940 Act). The Fund is
organized as a Delaware statutory trust.
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 defined by the 1940 Act, and as
determined in good faith by or under the supervision of the
Funds Board of Trustees (Board), in accordance
with methods that are specifically authorized by the Board.
Securities traded on exchanges, including foreign exchanges,
which close earlier than the time that the Fund calculates its
net asset value (NAV) may also be valued at their
fair values, as defined by the 1940 Act, and as determined
in good faith by or under the supervision of the Board, in
accordance with methods that are specifically authorized by the
Board. The value of a foreign security traded on an exchange
outside the United States is generally based on its price on the
principal foreign exchange where it trades as of the time the
Fund determines its NAV or if the foreign exchange closes prior
to the time the Fund determines its NAV, the most recent closing
price of the foreign security on its principal exchange. Trading
in certain
non-U.S. securities
may not take place on all days on which the NYSE Euronext
(NYSE) is open. Further, trading takes place in
various foreign markets on days on which the NYSE is not open.
Consequently, the calculation of the Funds NAV may not
take place contemporaneously with the determination of the
prices of securities held by the Fund in foreign securities
markets. Further, the value of the Funds assets may be
significantly affected by foreign trading on days when a
shareholder cannot purchase or redeem shares of the Fund. In
calculating the Funds NAV, foreign securities denominated
in foreign currency are converted to U.S. dollar
equivalents. If an event occurs after the time at which the
market for foreign securities held by the Fund closes but before
the time that the Funds NAV is calculated, such event may
cause the closing price on the foreign exchange to not represent
a readily available reliable market value quotation for such
securities at the time the Fund determines its NAV. In such a
case, the Fund will use the fair value of such securities as
determined under the Funds valuation procedures. Events
after the close of trading on a foreign market that could
require the Fund to fair value some or all of its foreign
securities include, among others, securities trading in the U.S.
and other markets, corporate announcements, natural and other
disasters, and political and other events. Among other elements
of analysis in the determination of a securitys fair
value, the Board has authorized the use of one or more
independent research services to assist with such
determinations. An independent research service may use
statistical analyses and quantitative models to help determine
fair value as of the time 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
11
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2009 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
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 and 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.
Effective for fiscal years beginning after November 15,
2007, Financial Accounting Standards Board (FASB)
Statement of Financial Accounting Standards No. 157,
Fair Value Measurements, establishes a hierarchy for
measuring fair value of assets and liabilities. As required by
the standard, each investment asset or liability of the Fund is
assigned a level at measurement date based on the significance
and source of the inputs to its valuation. Quoted prices in
active markets for identical securities are classified as
Level 1, inputs other than quoted prices for an
asset that are observable are classified as
Level 2 and unobservable inputs, including the
sub-advisers judgment about the assumptions that a market
participant would use in pricing an asset or liability are
classified as Level 3. The inputs used for
valuing securities are not necessarily an indication of the
risks associated with investing in those securities. A table
summarizing the Funds investments under these levels of
classification is included following the Portfolio of
Investments.
|
|
B.
|
Security Transactions and Revenue
Recognition. Security transactions are recorded on the
trade date. Realized gains or losses on sales of investments are
calculated on the identified cost basis. Interest income is
recorded on the accrual basis. Premium amortization and discount
accretion are determined using the effective yield method.
Dividend income is recorded on the ex-dividend date, or in the
case of some foreign dividends, when the 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
12
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2009 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
market value. Upon disposition, realized gains or losses on such
securities are recorded net of foreign withholding tax. Reported
net realized foreign exchange gains or losses arise from sales
of foreign currencies, currency gains or losses realized between
the trade and settlement dates on securities transactions, the
difference between the amounts of dividends, interest, and
foreign withholding taxes recorded on the Funds books and
the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise
from changes in the value of assets and liabilities other than
investments in securities at period end, resulting from changes
in the exchange rate. Foreign security and currency transactions
may involve certain considerations and risks not typically
associated with investing in U.S. companies and
U.S. government securities. These risks include, but are
not limited to, revaluation of currencies and future adverse
political and economic developments which could cause securities
and their markets to be less liquid and prices more volatile
than those of comparable U.S. companies and
U.S. government securities.
|
|
D.
|
Forward Foreign Currency Contracts and Futures
Contracts. The Fund may enter into forward foreign
currency contracts primarily to hedge against foreign currency
exchange rate risks on its
non-U.S. dollar
denominated investment securities. When entering into a forward
foreign currency contract, the Fund agrees to receive or deliver
a fixed quantity of foreign currency for an agreed-upon price on
an agreed future date. These contracts are valued daily and the
Funds net equity therein, representing unrealized gain or
loss on the contracts as measured by the difference between the
forward foreign exchange rates at the dates of entry into the
contracts and the forward rates at the reporting date, is
included in the statement of assets and liabilities. Realized
and unrealized gains and losses on forward foreign currency
contracts are included on the Statement of Operations. These
instruments involve market and/or credit risk in excess of the
amount recognized in the statement of assets and liabilities.
Risks arise from the possible inability of counterparties to
meet the terms of their contracts and from movement in currency
and securities values and interest rates.
|
|
|
The Fund may enter into futures contracts involving foreign
currency, interest rates, securities and securities indices. The
Fund intends to limit its use of futures contracts and futures
options to bona fide hedging transactions, as such
term is defined in applicable regulations, interpretations and
practice. A futures contract obligates the seller of the
contract to deliver and the purchaser of the contract to take
delivery of the type of foreign currency, financial instrument
or security called for in the contract at a specified future
time for a specified price. Upon entering into such a contract,
the Fund is required to deposit and maintain as collateral such
initial margin as required by the exchange on which the contract
is traded. Pursuant to the contract, the Fund agrees to receive
from or pay to the broker an amount equal to the daily
fluctuations in the value of the contract. Such receipts or
payments are known as variation margin and are recorded as
unrealized gains or losses by the Fund. When the contract is
closed, the Fund records a realized gain or loss equal to the
difference between the value of the contract at the time it was
opened and the value at the time it was closed.
|
|
E.
|
Distributions to Shareholders. Dividends from net
investment income and net realized gains, if any, are declared
and paid quarterly by the Fund. Distributions are determined
annually in accordance with federal tax principles, which may
differ from 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 Fund intends to make regular quarterly distributions based
on the past and projected performance of the Fund. The tax
treatment and characterization of the Funds distributions
may vary significantly from time to time depending on whether
the Fund has gains or losses on the call options written on its
portfolio versus gains or losses on the equity securities in the
portfolio. The Funds distributions will normally reflect
past and projected net investment income, and may include income
from dividends and interest, capital gains
13
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2009 (continued)
NOTE 2 SIGNIFICANT
ACCOUNTING POLICIES (continued)
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 quarterly
distributions will vary, depending on a number of factors. As
portfolio and market conditions change, the rate of dividends on
the common shares will change. There can be no assurance that
the Fund will be able to declare a dividend in each period.
|
|
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. Management has considered the sustainability of the
Funds tax positions taken on federal income tax returns
for all open tax years in making this determination. No capital
gain distributions shall be made until 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.
|
Options Contracts. The Fund may purchase put and
call options and may write (sell) put options and covered call
options. The premium received by the Fund upon the writing of a
put or call option is included in the Statement of Assets and
Liabilities as a liability which is subsequently
marked-to-market until it is exercised or closed, or it expires.
The Fund will realize a gain or loss upon the expiration or
closing of the option contract. When an option is exercised, the
proceeds on sales of the underlying security for a written call
option or purchased put option or the purchase cost of the
security for a written put option or a purchased call option is
adjusted by the amount of premium received or paid. The risk in
writing a call option is that the Fund gives up the opportunity
for profit if the market price of the security increases and the
option is exercised. The risk in buying an option is that the
Fund pays a premium whether or not the option is exercised.
Risks may also arise from an illiquid secondary market or from
the inability of counterparties to meet the terms of the
contract.
|
|
|
I. |
Repurchase Agreements. The Fund may invest in
repurchase agreements only with government securities dealers
recognized by the Board of Governors of the Federal Reserve
System. Under such agreements, the seller of the security agrees
to repurchase it at a mutually agreed upon time and price. The
resale price is in excess of the purchase price and reflects an
agreed upon interest rate for the period of time the agreement
is outstanding. The period of the repurchase agreements is
usually short, from overnight to one week, while the underlying
securities generally have longer maturities. The Fund will
receive as collateral securities acceptable to it whose market
value is equal to at least 100% of the carrying amount of the
repurchase agreements, plus accrued interest, being invested by
the Fund. The underlying collateral is valued daily on a mark to
market basis to assure that the value, including accrued
interest is at least equal to the repurchase price. There would
be potential loss to the Fund in the event the Fund is delayed
or prevented from exercising its right to dispose of the
collateral, and it might incur disposition costs in liquidating
the collateral.
|
|
|
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 the investment
management agreement (Management Agreement), a fee,
payable
14
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2009 (continued)
NOTE 3 INVESTMENT
MANAGEMENT AND ADMINISTRATIVE FEES (continued)
monthly, based on an annual rate of 0.75% of the Funds
average daily managed assets. For purposes of the Management
Agreement, managed assets are defined as the Funds average
daily gross asset value, minus the sum of the Funds
accrued and unpaid dividends on any outstanding preferred shares
and accrued liabilities (other than liabilities for the
principal amount of any borrowings incurred, commercial paper or
notes issued by the Fund and the liquidation preference of any
outstanding preferred shares). As of February 28, 2009,
there were no preferred shares outstanding.
The Investment Adviser entered into a
sub-advisory
agreement (Sub-Advisory Agreement) with ING IM.
Subject to policies as the Board or the Investment Adviser might
determine, ING IM manages the Funds assets in accordance
with the Funds investment objectives, policies and
limitations.
ING Funds are permitted to invest end-of-day cash balances into
ING Institutional Prime Money Market Fund. Investment management
fees paid by the Fund will be reduced by an amount equal to the
management fees paid indirectly to the ING Institutional Prime
Money Market Fund with respect to assets invested by the Fund.
For the year ended February 28, 2009, the Fund waived
$3,041 of such management fees. These fees are not subject to
recoupment.
ING Funds Services, LLC, a Delaware limited liability company,
(the Administrator) serves as Administrator to the
Fund. The Fund pays the Administrator for its services a fee
based on an annual rate of 0.10% of the Funds average
daily managed assets. The Investment Adviser, ING IM, and the
Administrator are indirect, wholly-owned subsidiaries of ING
Groep N.V. (ING Groep). ING Groep is a global
financial institution of Dutch origin offering banking,
investments, life insurance and retirement services.
On October 19, 2008, ING Groep announced that it reached an
agreement with the Dutch government to strengthen its capital
position. ING Groep issued non-voting core Tier-1 securities for
a total consideration of EUR 10 billion to the Dutch State.
The transaction boosts ING Banks core Tier-1 ratio,
strengthens the insurance balance sheet and reduces ING
Groeps Debt/Equity ratio.
The Investment Adviser has entered into a written expense
limitation agreement (Expense Limitation Agreement)
with the Fund under which it will limit the expenses of the
Fund, excluding interest, taxes, leverage expenses, and
extraordinary expenses (and acquired fund fees and expenses) to
1.00% of average daily net assets. The Investment Adviser may at
a later date recoup from the Fund fees waived and other expenses
assumed by the Investment Adviser during the previous
36 months, but only if, after such recoupment, the
Funds expense ratio does not exceed the percentage
described above. The Expense Limitation Agreement is contractual
and shall renew automatically for one-year terms unless ING
Investments or the Fund provides written notice of the
termination within 90 days of the end of the then current
term or upon written termination of the Management Agreement.
NOTE 4 OTHER
TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES
As of February 28, 2009, 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
|
|
$5,163
|
|
$16,769
|
|
$21,932
|
The ING Funds have adopted a retirement policy under which any
Trustee, who as of May 9, 2007, had served for at least
five (5) years as an Independent Trustee shall be entitled
to a retirement payment (Retirement Benefit) if such
Trustee: (a) retires in accordance with the retirement
policy; (b) dies; or (c) becomes disabled. The
Retirement Benefit shall be made promptly to, as applicable, the
Trustee or the Trustees estate, after such retirement,
death or disability in an amount equal to two times the annual
compensation payable to such Trustee, as in effect at the time
of his or her retirement, death or disability. The annual
compensation determination shall be based upon the annual Board
membership retainer fee (but not any separate annual retainer
fees for chairpersons of committees and of the Board). This
amount shall be paid by the Fund or ING Funds on whose Board the
Trustee was serving at the time of his or her retirement. The
retiring Trustee may elect to receive payment of his or her
benefit in a lump sum or in three substantially equal payments.
15
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2009 (continued)
NOTE 5 PURCHASES
AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds from sales of investments for
the year ended February 28, 2009, excluding short-term
securities, were $528,598,868 and $491,787,532, respectively.
NOTE 6 TRANSACTIONS
IN WRITTEN OPTIONS
Written option activity for the year ended February 28,
2009 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
Contracts
|
|
Premium
|
|
Balance at 02/29/08
|
|
|
341,900
|
|
|
$
|
6,417,152
|
|
Options Written
|
|
|
4,011,853
|
|
|
|
80,254,699
|
|
Options Expired
|
|
|
(2,515,016
|
)
|
|
|
(51,188,483
|
)
|
Options Terminated in Closing Purchase Transactions
|
|
|
(1,506,425
|
)
|
|
|
(29,124,221
|
)
|
|
|
|
|
|
|
|
|
|
Balance at 02/28/09
|
|
|
332,312
|
|
|
$
|
6,359,147
|
|
|
|
|
|
|
|
|
|
|
NOTE 7 CONCENTRATION
OF INVESTMENT RISKS
Derivatives Risk. Derivatives can be illiquid, may
disproportionately increase losses and may have a potentially
large negative impact on the Funds performance. Derivative
transactions, including options on securities and securities
indices and other transactions in which the Fund may engage
(such as futures contracts and options thereon, swaps and short
sales), may subject the Fund to increased risk of principal loss
due to unexpected movements in stock prices, changes in stock
volatility levels and interest rates and imperfect correlations
between the Funds securities holdings and indices upon
which derivative transactions are based. The Fund also will be
subject to credit risk with respect to the counterparties to any
over-the-counter derivatives contracts purchased by the Fund.
Foreign Securities and Emerging Markets. The Fund
makes significant investments in foreign securities and may
invest up to 20% of its managed assets in securities issued by
companies located in countries with emerging markets.
Investments in foreign securities may entail risks not present
in domestic investments. Since investments in securities are
denominated in foreign currencies, changes in the relationship
of these foreign currencies to the U.S. dollar can
significantly affect the value of the investments and earnings
of the Fund. Foreign investments may also subject the Fund to
foreign government exchange restrictions, expropriation,
taxation or other political, social or economic developments, as
well as from movements in currency, security value and interest
rate, all of which could affect the market and/or credit risk of
the investments. The risks of investing in foreign securities
can be intensified in the case of investments in issuers located
in countries with emerging markets.
Leverage. Although the Fund has no current intention
to do so, the Fund is authorized to utilize leverage through the
issuance of preferred shares and/or borrowings, including the
issuance of debt securities. In the event that the Fund
determines in the future to utilize investment leverage, there
can be no assurance that such a leveraging strategy will be
successful during any period in which it is employed.
NOTE 8 CAPITAL
SHARES
Transactions in capital shares and dollars were as follows:
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
Year
|
|
|
Ended
|
|
Ended
|
|
|
February 28,
|
|
February 29,
|
|
|
2009
|
|
2008
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
Reinvestment of distributions
|
|
|
|
|
|
|
46,154
|
|
Shares repurchased
|
|
|
(107,019
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in shares outstanding
|
|
|
(107,019
|
)
|
|
|
46,154
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
Reinvestment of distributions
|
|
$
|
|
|
|
$
|
993,717
|
|
Shares repurchased, net of commissions
|
|
|
(1,100,260
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease)
|
|
$
|
(1,100,260
|
)
|
|
$
|
993,717
|
|
|
|
|
|
|
|
|
|
|
Share Repurchase
Program
Effective December 2008, the Board authorized an open-market
share repurchase program pursuant to which the Fund may
purchase, over the period ending December 31, 2009, up to
10% of its stock, in open-market transactions. There is no
assurance that the Fund will purchase shares at any particular
discount level or in any particular amounts. The share
repurchase program seeks to enhance shareholder value by
purchasing shares trading at a discount from their net asset
value (NAV) per share, in an attempt to reduce or
eliminate the discount or to increase the NAV per share of the
applicable remaining shares of the Fund.
For the year ended February 28, 2009, the Fund repurchased
107,019 shares, representing approximately 0.6% of the
Funds outstanding shares for a net purchase price of
$1,100,260 (including commissions of $3,211). Shares were
repurchased at a weighted-average discount from NAV per share of
16
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2009 (continued)
NOTE 8 CAPITAL
SHARES (continued)
11.95% and a weighted-average price per share of $10.25. Any
future purchases will be reported in the next shareholder report.
NOTE 9 SECURITIES
LENDING
Under an agreement with The Bank of New York Mellon
(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. During the fiscal year ended February 28, 2009 and at
February 28, 2009, the Fund did not have any securities on
loan.
NOTE 10 FEDERAL
INCOME TAXES
The amount of distributions from net investment income and net
realized capital gains are determined in accordance with federal
income tax regulations, which may differ from U.S. generally
accepted accounting principles for investment companies. These
book/tax differences may be either temporary or permanent.
Permanent differences are reclassified within the capital
accounts based on their federal tax-basis treatment; temporary
differences are not reclassified. Key differences include the
treatment of short-term capital gains, foreign currency
transactions, and wash sale deferrals. Distributions in excess
of net investment income
and/or net
realized capital gains for tax purposes are reported as return
of capital.
The following permanent tax differences have been reclassified
as of the Funds tax year ended December 31, 2008:
|
|
|
|
|
|
|
Undistributed
|
|
Accumulated
|
Net Investment
|
|
Net Realized
|
Income
|
|
Gains / (Losses)
|
|
$
|
13,410,274
|
|
|
$
|
(13,410,274
|
)
|
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, 2009. The tax
composition of dividends and distributions as of the Funds
most recent tax year-ends were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Year Ended
|
|
Tax Year Ended
|
December 31, 2008
|
|
December 31, 2007
|
Ordinary
|
|
Return
|
|
Ordinary
|
|
Long-Term
|
|
Return
|
Income
|
|
of Capital
|
|
Income
|
|
Capital Gains
|
|
of Capital
|
$
|
13,517,200
|
|
|
$
|
20,392,899
|
|
|
$
|
15,304,359
|
|
|
$
|
28,497,101
|
|
|
$
|
10,323,849
|
|
The tax-basis components of distributable earnings and the
expiration dates of the capital loss carryforwards which may be
used to offset future realized capital gains for federal income
tax purposes as of the tax year ended December 31, 2008
were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
Post-October
|
|
Post-October
|
|
|
|
|
Appreciation/
|
|
Capital Loss
|
|
Currency Loss
|
|
Capital Loss
|
|
Expiration
|
(Depreciation)
|
|
Deferred
|
|
Deferred
|
|
Carryforwards
|
|
Date
|
|
$(57,703,394)
|
|
$
|
(10,341,807
|
)
|
|
$
|
(3,184,169
|
)
|
|
$
|
(6,718,788
|
)
|
|
|
2016
|
|
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 11 OTHER
ACCOUNTING PRONOUNCEMENTS
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 SFAS No. 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
17
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2009 (continued)
NOTE 11 OTHER
ACCOUNTING PRONOUNCEMENTS (continued)
effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. As of
February 28, 2009 management of the Fund is currently
assessing the impact of the expanded financial statement
disclosures that will result from adopting
SFAS No. 161.
NOTE 12 INFORMATION
REGARDING TRADING OF INGS U.S. MUTUAL FUNDS
As discussed in previous SEC filings, 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, ING Investments reported that management of U.S.
affiliates of ING Groep N.V., including ING Investments
(collectively, ING), on their own initiative, have
conducted, through independent special counsel and a national
accounting firm, an extensive internal review of trading in ING
insurance, retirement, and mutual fund products. INGs
internal review related to mutual fund trading has been
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, 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 the indemnification
commitments made by ING Funds related to mutual fund trading
have been settled and restitution amounts prepared by an
independent consultant have been paid to the affected ING Funds.
|
|
|
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
18
NOTES
TO FINANCIAL STATEMENTS
as of February 28,
2009 (continued)
NOTE 12 INFORMATION
REGARDING TRADING OF INGS U.S. MUTUAL FUNDS
(continued)
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 in increased
fund redemptions, reduced sale of fund shares, or other adverse
consequences to ING Funds.
NOTE 13 SUBSEQUENT
EVENTS
Dividends: Subsequent to February 28,
2009, the Fund made distributions of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share
|
|
|
|
|
|
|
Amount
|
|
Declaration Date
|
|
Payable Date
|
|
Record Date
|
$
|
0.465
|
|
|
|
3/20/2009
|
|
|
|
4/15/2009
|
|
|
|
4/3/2009
|
|
A portion of the quarterly distribution payments made by the
Fund may constitute a return of capital. Each month, the Fund
will provide disclosures with distribution payments made that
estimate the percentages of the year-to-date distributions
through the preceding month that represent net investment
income, other income or capital gains, and return of capital, if
any. At the Funds tax year end, the Fund may
re-characterize payments over the course of the year across
ordinary income, capital gains, and return of capital, if any.
ING
Global Advantage and Premium Opportunity Fund
as
of February 28, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
COMMON STOCK: 96.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia: 2.4%
|
|
8,911
|
|
|
|
|
AGL Energy Ltd.
|
|
$
|
74,796
|
|
|
8,268
|
|
|
|
|
ASX Ltd.
|
|
|
137,788
|
|
|
39,271
|
|
|
|
|
Australia & New Zealand Banking Group Ltd.
|
|
|
328,936
|
|
|
45,744
|
|
|
|
|
AXA Asia Pacific Holdings Ltd.
|
|
|
88,505
|
|
|
19,160
|
|
|
|
|
Bendigo Bank Ltd.
|
|
|
77,829
|
|
|
47,063
|
|
|
|
|
BHP Billiton Ltd.
|
|
|
847,446
|
|
|
13,582
|
|
|
|
|
Billabong International Ltd.
|
|
|
60,521
|
|
|
27,656
|
|
|
|
|
Brambles Ltd.
|
|
|
80,808
|
|
|
29,843
|
|
|
|
|
Caltex Australia Ltd.
|
|
|
177,781
|
|
|
1,403
|
|
|
|
|
Cochlear Ltd.
|
|
|
47,470
|
|
|
15,006
|
|
|
|
|
Commonwealth Bank of Australia
|
|
|
282,961
|
|
|
13,618
|
|
|
|
|
Computershare Ltd.
|
|
|
60,640
|
|
|
9,423
|
|
|
|
|
CSL Ltd.
|
|
|
217,921
|
|
|
53,704
|
|
|
|
|
Goodman Fielder Ltd.
|
|
|
39,347
|
|
|
88,103
|
|
|
|
|
Incitec Pivot Ltd.
|
|
|
120,024
|
|
|
24,807
|
|
|
|
|
Insurance Australia Group
|
|
|
53,775
|
|
|
35,734
|
|
|
|
|
Lion Nathan Ltd.
|
|
|
193,554
|
|
|
114,596
|
|
|
|
|
Macquarie Airports Management Ltd.
|
|
|
111,209
|
|
|
9,957
|
|
|
|
|
Macquarie Group Ltd.
|
|
|
105,163
|
|
|
18,600
|
|
|
|
|
Metcash Ltd.
|
|
|
49,410
|
|
|
17,454
|
|
|
|
|
National Australia Bank Ltd.
|
|
|
196,054
|
|
|
4,858
|
|
|
|
|
Newcrest Mining Ltd.
|
|
|
95,525
|
|
|
12,925
|
|
|
|
|
Nufarm Ltd.
|
|
|
82,961
|
|
|
4,657
|
|
|
|
|
Origin Energy Ltd.
|
|
|
40,201
|
|
|
146,892
|
|
|
|
|
Qantas Airways Ltd.
|
|
|
145,087
|
|
|
19,550
|
|
|
|
|
QBE Insurance Group Ltd.
|
|
|
234,808
|
|
|
1,600
|
|
|
|
|
Rio Tinto Ltd.
|
|
|
47,077
|
|
|
133,611
|
|
|
|
|
Telstra Corp., Ltd.
|
|
|
301,115
|
|
|
29,037
|
|
|
|
|
Westpac Banking Corp.
|
|
|
309,655
|
|
|
6,309
|
|
|
|
|
Woodside Petroleum Ltd.
|
|
|
143,589
|
|
|
4,176
|
|
|
|
|
Woolworths Ltd.
|
|
|
69,391
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,821,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austria: 0.3%
|
|
19,150
|
|
|
|
|
OMV AG
|
|
|
498,868
|
|
|
1,909
|
|
|
|
|
Raiffeisen International Bank Holding AG
|
|
|
35,567
|
|
|
11,202
|
|
|
|
|
Voestalpine AG
|
|
|
171,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
706,115
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Barbados: 0.2%
|
|
42,302
|
|
|
@
|
|
Nabors Industries Ltd.
|
|
|
410,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
410,752
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belgium: 0.5%
|
|
24,793
|
|
|
@
|
|
Anheuser-Busch InBev NV
|
|
|
677,493
|
|
|
24,304
|
|
|
@
|
|
Anheuser-Busch InBev ST VVPR
|
|
|
154
|
|
|
225
|
|
|
|
|
Colruyt SA
|
|
|
51,009
|
|
|
7,900
|
|
|
@,X
|
|
Fortis STRIP VVPR
|
|
|
10
|
|
|
2,391
|
|
|
|
|
Groupe Bruxelles Lambert SA
|
|
|
152,891
|
|
|
1,259
|
|
|
|
|
KBC Groep NV
|
|
|
13,068
|
|
|
831
|
|
|
|
|
Mobistar SA
|
|
|
51,161
|
|
|
1,019
|
|
|
|
|
Nationale A Portefeuille
|
|
|
42,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
987,993
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bermuda: 0.1%
|
|
5,419
|
|
|
|
|
Covidien Ltd.
|
|
|
171,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171,620
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denmark: 0.6%
|
|
9
|
|
|
|
|
AP Moller Maersk A/S Class B
|
|
|
42,220
|
|
|
3,773
|
|
|
|
|
Danske Bank A/S
|
|
|
23,692
|
|
|
15,138
|
|
|
|
|
Novo-Nordisk A/S
|
|
|
737,121
|
|
|
12,212
|
|
|
@
|
|
Vestas Wind Systems A/S
|
|
|
531,758
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,334,791
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finland: 0.5%
|
|
82,914
|
|
|
|
|
Nokia OYJ
|
|
|
776,935
|
|
|
9,755
|
|
|
|
|
OKO Bank
|
|
|
68,982
|
|
|
2,359
|
|
|
|
|
Rautaruukki OYJ
|
|
|
39,145
|
|
|
2,667
|
|
|
|
|
Sampo OYJ
|
|
|
35,077
|
|
|
7,435
|
|
|
|
|
Stora Enso OYJ (Euro Denominated Security)
|
|
|
30,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
951,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
France: 4.3%
|
|
15,190
|
|
|
|
|
AXA SA
|
|
|
138,461
|
|
|
13,661
|
|
|
|
|
BNP Paribas
|
|
|
442,414
|
|
|
14,855
|
|
|
|
|
Bouygues SA
|
|
|
422,592
|
|
|
1,278
|
|
|
|
|
Bureau Veritas SA
|
|
|
46,289
|
|
|
20,188
|
|
|
|
|
Carrefour SA
|
|
|
674,842
|
|
|
3,017
|
|
|
|
|
Christian Dior SA
|
|
|
149,976
|
|
|
19,300
|
|
|
@
|
|
Compagnie Generale de Geophysique SA
|
|
|
209,886
|
|
|
9,069
|
|
|
|
|
Compagnie Generale des Etablissements Michelin
|
|
|
292,443
|
|
|
12,802
|
|
|
|
|
Credit Agricole SA
|
|
|
123,975
|
|
|
12,546
|
|
|
|
|
Electricite de France
|
|
|
486,207
|
|
|
3,375
|
|
|
|
|
Eurazeo
|
|
|
78,646
|
|
|
24,165
|
|
|
|
|
France Telecom SA
|
|
|
540,032
|
|
|
3,531
|
|
|
|
|
Gaz de France
|
|
|
111,508
|
|
|
922
|
|
|
|
|
Hermes International
|
|
|
77,857
|
|
|
2,929
|
|
|
|
|
Iliad SA
|
|
|
231,327
|
|
|
9,195
|
|
|
|
|
Lafarge SA
|
|
|
393,974
|
|
|
4,242
|
|
|
|
|
Pernod-Ricard SA
|
|
|
230,980
|
|
|
25,616
|
|
|
|
|
Peugeot SA
|
|
|
435,892
|
|
|
17,353
|
|
|
|
|
Sanofi-Aventis
|
|
|
891,892
|
|
|
9,835
|
|
|
|
|
Schneider Electric SA
|
|
|
587,097
|
|
|
3,863
|
|
|
|
|
Societe BIC SA
|
|
|
188,276
|
|
|
3,909
|
|
|
|
|
Societe Generale
|
|
|
121,170
|
|
|
1,329
|
|
|
|
|
Technip SA
|
|
|
43,015
|
|
|
19,845
|
|
|
|
|
Total SA
|
|
|
932,348
|
|
|
432
|
|
|
|
|
Vallourec
|
|
|
33,624
|
|
|
5,095
|
|
|
|
|
Veolia Environnement
|
|
|
109,424
|
|
|
4,034
|
|
|
|
|
Vinci SA
|
|
|
129,329
|
|
|
27,949
|
|
|
|
|
Vivendi
|
|
|
664,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,787,960
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany: 3.3%
|
|
1,611
|
|
|
|
|
Adidas AG
|
|
|
46,313
|
|
|
7,118
|
|
|
|
|
Allianz AG
|
|
|
477,813
|
|
|
15,826
|
|
|
|
|
BASF AG
|
|
|
439,008
|
|
|
16,940
|
|
|
|
|
Bayer AG
|
|
|
814,891
|
|
|
10,808
|
|
|
|
|
Deutsche Bank AG
|
|
|
278,072
|
|
|
898
|
|
|
|
|
Deutsche Boerse AG
|
|
|
41,078
|
|
|
36,257
|
|
|
|
|
Deutsche Lufthansa AG
|
|
|
396,771
|
|
|
10,121
|
|
|
|
|
Deutsche Post AG
|
|
|
96,820
|
|
|
74,284
|
|
|
|
|
Deutsche Telekom AG
|
|
|
898,304
|
|
|
40,093
|
|
|
|
|
E.ON AG
|
|
|
1,030,989
|
|
|
3,271
|
|
|
|
|
Fresenius Medical Care AG & Co. KGaA
|
|
|
132,997
|
|
|
3,386
|
|
|
|
|
Muenchener Rueckversicherungs AG
|
|
|
412,608
|
|
|
297
|
|
|
|
|
Puma AG Rudolf Dassler Sport
|
|
|
44,392
|
|
|
2,243
|
|
|
@
|
|
Q-Cells AG
|
|
|
36,648
|
|
|
8,595
|
|
|
|
|
RWE AG
|
|
|
546,672
|
|
|
11,780
|
|
|
|
|
SAP AG
|
|
|
378,428
|
|
|
4,146
|
|
|
|
|
Siemens AG
|
|
|
209,436
|
|
|
9,541
|
|
|
|
|
ThyssenKrupp AG
|
|
|
168,469
|
|
|
824
|
|
|
|
|
Volkswagen AG
|
|
|
196,350
|
|
|
668
|
|
|
|
|
Wacker Chemie AG
|
|
|
41,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,687,648
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greece: 0.1%
|
|
3,867
|
|
|
|
|
Alpha Bank AE
|
|
|
20,392
|
|
|
12,445
|
|
|
|
|
National Bank of Greece SA
|
|
|
152,132
|
|
|
5,836
|
|
|
|
|
Piraeus Bank SA
|
|
|
28,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Accompanying Notes to Financial
Statements
20
PORTFOLIO
OF INVESTMENTS
ING
Global Advantage and Premium Opportunity Fund
as
of February 28, 2009 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong: 0.9%
|
|
7,000
|
|
|
|
|
Cheung Kong Holdings Ltd.
|
|
$
|
56,708
|
|
|
9,400
|
|
|
|
|
Esprit Holdings Ltd.
|
|
|
50,623
|
|
|
46,000
|
|
|
|
|
Hang Lung Group Ltd.
|
|
|
122,377
|
|
|
75,000
|
|
|
|
|
Hang Lung Properties Ltd.
|
|
|
142,069
|
|
|
18,400
|
|
|
|
|
Hang Seng Bank Ltd.
|
|
|
203,541
|
|
|
176,425
|
|
|
|
|
Hong Kong & China Gas
|
|
|
266,058
|
|
|
6,000
|
|
|
|
|
Hong Kong Aircraft Engineering Co., Ltd.
|
|
|
53,620
|
|
|
5,500
|
|
|
|
|
Hong Kong Exchanges and Clearing Ltd.
|
|
|
43,499
|
|
|
19,000
|
|
|
|
|
HongKong Electric Holdings
|
|
|
117,145
|
|
|
39,244
|
|
|
|
|
Hopewell Holdings
|
|
|
109,870
|
|
|
38,000
|
|
|
|
|
Hutchison Whampoa Ltd.
|
|
|
198,290
|
|
|
118,000
|
|
|
|
|
PCCW Ltd.
|
|
|
54,653
|
|
|
119,954
|
|
|
|
|
Shangri-La Asia Ltd.
|
|
|
127,834
|
|
|
31,000
|
|
|
|
|
Sun Hung Kai Properties Ltd.
|
|
|
240,442
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,786,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Italy: 1.8%
|
|
9,639
|
|
|
|
|
Assicurazioni Generali S.p.A.
|
|
|
144,902
|
|
|
16,261
|
|
|
|
|
Banche Popolari Unite Scpa
|
|
|
153,764
|
|
|
25,680
|
|
|
|
|
Banco Popolare Scarl
|
|
|
97,926
|
|
|
131,455
|
|
|
|
|
Enel S.p.A.
|
|
|
653,359
|
|
|
13,918
|
|
|
|
|
ENI S.p.A.
|
|
|
277,798
|
|
|
52,427
|
|
|
|
|
Fiat S.p.A
|
|
|
234,478
|
|
|
19,924
|
|
|
|
|
Finmeccanica S.p.A.
|
|
|
253,899
|
|
|
2,778
|
|
|
|
|
Fondiaria-Sai S.p.A.
|
|
|
32,228
|
|
|
135,123
|
|
|
|
|
Intesa Sanpaolo S.p.A.
|
|
|
328,879
|
|
|
10,765
|
|
|
|
|
Lottomatica S.p.A.
|
|
|
172,592
|
|
|
291,036
|
|
|
|
|
Parmalat S.p.A.
|
|
|
536,996
|
|
|
28,918
|
|
|
|
|
Saipem S.p.A.
|
|
|
446,774
|
|
|
209,104
|
|
|
|
|
UniCredito Italiano S.p.A.
|
|
|
264,840
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,598,435
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan: 10.3%
|
|
3,593
|
|
|
|
|
Acom Co., Ltd.
|
|
|
87,902
|
|
|
7,500
|
|
|
|
|
Aeon Mall Co., Ltd.
|
|
|
79,328
|
|
|
7,600
|
|
|
|
|
Astellas Pharma, Inc.
|
|
|
252,194
|
|
|
16,000
|
|
|
|
|
Bank of Yokohama Ltd.
|
|
|
67,762
|
|
|
1,100
|
|
|
|
|
Benesse Corp.
|
|
|
43,778
|
|
|
43,500
|
|
|
|
|
Bridgestone Corp.
|
|
|
592,459
|
|
|
76,200
|
|
|
|
|
Brother Industries Ltd.
|
|
|
507,938
|
|
|
3,800
|
|
|
|
|
Canon Sales Co., Inc.
|
|
|
52,686
|
|
|
8,285
|
|
|
|
|
Chubu Electric Power Co., Inc.
|
|
|
204,266
|
|
|
21,700
|
|
|
|
|
Chugai Pharmaceutical Co., Ltd.
|
|
|
368,872
|
|
|
13,100
|
|
|
|
|
Citizen Watch Co., Ltd.
|
|
|
46,104
|
|
|
2,700
|
|
|
|
|
Coca-Cola West Holdings Co., Ltd.
|
|
|
42,942
|
|
|
6,133
|
|
|
|
|
Credit Saison Co., Ltd.
|
|
|
39,903
|
|
|
8,000
|
|
|
|
|
Dai Nippon Printing Co., Ltd.
|
|
|
67,605
|
|
|
38,592
|
|
|
|
|
Daihatsu Motor Co., Ltd.
|
|
|
292,597
|
|
|
3,275
|
|
|
|
|
Daito Trust Construction Co., Ltd.
|
|
|
103,134
|
|
|
6,000
|
|
|
|
|
Daiwa House Industry Co., Ltd.
|
|
|
39,363
|
|
|
12,300
|
|
|
|
|
East Japan Railway Co.
|
|
|
736,619
|
|
|
2,600
|
|
|
|
|
Fast Retailing Co., Ltd.
|
|
|
261,170
|
|
|
2,200
|
|
|
|
|
Fuji Photo Film Co., Ltd.
|
|
|
40,904
|
|
|
990
|
|
|
|
|
Hakuhodo DY Holdings, Inc.
|
|
|
42,890
|
|
|
5,400
|
|
|
|
|
Hitachi High-Technologies Corp.
|
|
|
66,265
|
|
|
62,865
|
|
|
|
|
Hokugin Financial Group, Inc.
|
|
|
97,493
|
|
|
2,700
|
|
|
|
|
Honda Motor Co., Ltd.
|
|
|
64,565
|
|
|
45
|
|
|
|
|
Inpex Holdings, Inc.
|
|
|
304,437
|
|
|
107,000
|
|
|
|
|
Itochu Corp.
|
|
|
479,780
|
|
|
5,000
|
|
|
|
|
Iyo Bank Ltd.
|
|
|
52,444
|
|
|
24,000
|
|
|
|
|
Japan Steel Works Ltd.
|
|
|
215,593
|
|
|
3,000
|
|
|
|
|
JGC Corp.
|
|
|
34,191
|
|
|
6,200
|
|
|
|
|
JSR Corp.
|
|
|
72,771
|
|
|
10,000
|
|
|
|
|
Kansai Paint Co., Ltd.
|
|
|
51,525
|
|
|
26,000
|
|
|
|
|
Kao Corp.
|
|
|
494,109
|
|
|
122
|
|
|
|
|
KDDI Corp.
|
|
|
639,119
|
|
|
19,000
|
|
|
|
|
Keisei Electric Railway Co., Ltd.
|
|
|
88,188
|
|
|
5,000
|
|
|
|
|
Kinden Corp.
|
|
|
35,172
|
|
|
22,400
|
|
|
|
|
Konami Corp.
|
|
|
316,189
|
|
|
62,743
|
|
|
|
|
Konica Minolta Holdings, Inc.
|
|
|
478,322
|
|
|
6,000
|
|
|
|
|
Kuraray Co., Ltd.
|
|
|
44,135
|
|
|
13,500
|
|
|
|
|
Leopalace21 Corp.
|
|
|
74,995
|
|
|
9,900
|
|
|
|
|
Makita Corp.
|
|
|
194,610
|
|
|
9,000
|
|
|
|
|
Mitsubishi Estate Co., Ltd.
|
|
|
90,693
|
|
|
39,000
|
|
|
@
|
|
Mitsubishi Motors Corp.
|
|
|
45,267
|
|
|
130,000
|
|
|
|
|
Mitsubishi UFJ Financial Group, Inc.
|
|
|
587,291
|
|
|
67,000
|
|
|
|
|
Mitsui & Co., Ltd.
|
|
|
617,169
|
|
|
18,000
|
|
|
|
|
Mitsui Fudosan Co., Ltd.
|
|
|
180,827
|
|
|
1,800
|
|
|
|
|
Mitsui Sumitomo Insurance Group Holdings, Inc.
|
|
|
42,565
|
|
|
170,000
|
|
|
|
|
Mizuho Financial Group, Inc.
|
|
|
320,414
|
|
|
35,686
|
|
|
|
|
NGK Insulators Ltd.
|
|
|
469,380
|
|
|
5,000
|
|
|
|
|
Nikon Corp.
|
|
|
46,874
|
|
|
25,000
|
|
|
|
|
Nippon Electric Glass Co., Ltd.
|
|
|
162,200
|
|
|
139,000
|
|
|
|
|
Nippon Express Co., Ltd.
|
|
|
399,797
|
|
|
223,865
|
|
|
|
|
Nippon Steel Corp.
|
|
|
587,655
|
|
|
4,500
|
|
|
|
|
Nippon Telegraph & Telephone Corp.
|
|
|
192,418
|
|
|
49,163
|
|
|
|
|
Nishi-Nippon City Bank Ltd.
|
|
|
99,832
|
|
|
2,814
|
|
|
|
|
Nitto Denko Corp.
|
|
|
50,723
|
|
|
8,400
|
|
|
|
|
Nomura Holdings, Inc.
|
|
|
34,707
|
|
|
14
|
|
|
|
|
NTT Data Corp.
|
|
|
34,692
|
|
|
151,000
|
|
|
|
|
Osaka Gas Co., Ltd.
|
|
|
539,901
|
|
|
8,100
|
|
|
|
|
Otsuka Corp.
|
|
|
283,961
|
|
|
5,877
|
|
|
|
|
Promise Co., Ltd.
|
|
|
78,498
|
|
|
2,800
|
|
|
|
|
Secom Co., Ltd.
|
|
|
96,093
|
|
|
15,400
|
|
|
|
|
Seven & I Holdings Co., Ltd.
|
|
|
341,292
|
|
|
39
|
|
|
|
|
Seven Bank Ltd.
|
|
|
107,014
|
|
|
21,000
|
|
|
|
|
Shimadzu Corp.
|
|
|
131,197
|
|
|
15,582
|
|
|
|
|
Shin-Etsu Chemical Co., Ltd.
|
|
|
693,736
|
|
|
21,000
|
|
|
|
|
Shiseido Co., Ltd.
|
|
|
309,261
|
|
|
18,000
|
|
|
|
|
Shizuoka Bank Ltd.
|
|
|
157,942
|
|
|
10,200
|
|
|
|
|
Softbank Corp.
|
|
|
123,425
|
|
|
33,502
|
|
|
|
|
Sony Corp.
|
|
|
561,009
|
|
|
68,242
|
|
|
|
|
Sumitomo Electric Industries Ltd.
|
|
|
530,281
|
|
|
6,500
|
|
|
|
|
Sumitomo Mitsui Financial Group, Inc.
|
|
|
206,058
|
|
|
54,400
|
|
|
|
|
Sumitomo Rubber Industries, Inc.
|
|
|
343,483
|
|
|
40,000
|
|
|
|
|
Sumitomo Trust & Banking Co., Ltd.
|
|
|
132,111
|
|
|
15,000
|
|
|
|
|
Suruga Bank Ltd.
|
|
|
115,680
|
|
|
5,750
|
|
|
|
|
T&D Holdings, Inc.
|
|
|
128,691
|
|
|
21,949
|
|
|
|
|
Takeda Pharmaceutical Co., Ltd.
|
|
|
886,516
|
|
|
74,000
|
|
|
|
|
Toho Gas Co., Ltd.
|
|
|
381,226
|
|
|
5,489
|
|
|
|
|
Tokio Marine Holdings, Inc.
|
|
|
124,660
|
|
|
1,600
|
|
|
|
|
Tokyo Electric Power Co., Inc.
|
|
|
45,168
|
|
|
144,000
|
|
|
|
|
Tokyo Gas Co., Ltd.
|
|
|
576,856
|
|
|
4,100
|
|
|
|
|
Tokyo Steel Manufacturing Co., Ltd.
|
|
|
40,309
|
|
|
35,000
|
|
|
|
|
Toyota Motor Corp.
|
|
|
1,121,038
|
|
|
5,200
|
|
|
|
|
Toyota Tsusho Corp.
|
|
|
41,996
|
|
|
5,850
|
|
|
|
|
USS Co., Ltd.
|
|
|
235,998
|
|
|
1,779
|
|
|
|
|
Yahoo! Japan Corp.
|
|
|
508,886
|
|
|
12,000
|
|
|
|
|
Yamaguchi Financial Group, Inc.
|
|
|
104,659
|
|
|
5,400
|
|
|
|
|
Yamaha Corp.
|
|
|
41,598
|
|
|
9,071
|
|
|
|
|
Yamato Kogyo Co., Ltd.
|
|
|
184,019
|
|
|
34,000
|
|
|
|
|
Yaskawa Electric Corp.
|
|
|
132,241
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,041,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Luxembourg: 0.3%
|
|
28,744
|
|
|
|
|
ArcelorMittal
|
|
|
550,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
550,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mauritius: 0.1%
|
|
1,611,522
|
|
|
|
|
Golden Agri-Resources Ltd.
|
|
|
290,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands: 2.2%
|
|
2,733
|
|
|
|
|
Boskalis Westminster
|
|
|
51,983
|
|
|
17,323
|
|
|
|
|
Fugro NV
|
|
|
445,221
|
|
|
19,465
|
|
|
|
|
Heineken NV
|
|
|
519,729
|
|
|
37,035
|
|
|
|
|
Koninklijke Philips Electronics NV
|
|
|
592,161
|
|
|
50,107
|
|
|
|
|
Reed Elsevier NV
|
|
|
556,727
|
|
|
49,884
|
|
|
|
|
Royal Dutch Shell PLC Class A
|
|
|
1,095,170
|
|
See Accompanying Notes to Financial
Statements
21
PORTFOLIO
OF INVESTMENTS
ING
Global Advantage and Premium Opportunity Fund
as
of February 28, 2009 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
Netherlands (continued)
|
|
53,852
|
|
|
|
|
Royal Dutch Shell PLC Class B
|
|
$
|
1,130,398
|
|
|
11,213
|
|
|
|
|
Unilever NV
|
|
|
214,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,606,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Zealand: 0.1%
|
|
51,520
|
|
|
|
|
Fletcher Building Ltd.
|
|
|
133,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
133,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Norway: 0.0%
|
|
7,600
|
|
|
|
|
DnB NOR ASA
|
|
|
27,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Singapore: 0.2%
|
|
84,238
|
|
|
|
|
CapitaLand Ltd.
|
|
|
105,849
|
|
|
9,000
|
|
|
|
|
DBS Group Holdings Ltd.
|
|
|
44,950
|
|
|
15,000
|
|
|
|
|
Jardine Cycle & Carriage Ltd.
|
|
|
84,468
|
|
|
9,000
|
|
|
|
|
Singapore Airlines Ltd.
|
|
|
58,642
|
|
|
21,000
|
|
|
|
|
Singapore Press Holdings Ltd.
|
|
|
36,721
|
|
|
6,000
|
|
|
|
|
United Overseas Bank Ltd.
|
|
|
38,233
|
|
|
117,000
|
|
|
|
|
United Overseas Land Ltd.
|
|
|
125,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
494,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Spain: 1.8%
|
|
13,819
|
|
|
|
|
ACS Actividades de Construccion y Servicios SA
|
|
|
545,733
|
|
|
58,117
|
|
|
|
|
Banco Bilbao Vizcaya Argentaria SA
|
|
|
419,838
|
|
|
31,503
|
|
|
|
|
Banco De Sabadell SA
|
|
|
130,233
|
|
|
6,313
|
|
|
|
|
Banco de Valencia SA
|
|
|
54,801
|
|
|
25,240
|
|
|
|
|
Banco Popular Espanol SA
|
|
|
119,443
|
|
|
122,724
|
|
|
|
|
Banco Santander Central Hispano SA
|
|
|
749,708
|
|
|
1,570
|
|
|
|
|
Fomento de Construcciones y Contratas SA
|
|
|
40,204
|
|
|
2,766
|
|
|
|
|
Gas Natural SDG SA
|
|
|
49,585
|
|
|
4,406
|
|
|
|
|
Gestevision Telecinco SA
|
|
|
31,301
|
|
|
4,881
|
|
|
|
|
Repsol YPF SA
|
|
|
74,551
|
|
|
80,247
|
|
|
|
|
Telefonica SA
|
|
|
1,476,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,692,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sweden: 0.3%
|
|
9,264
|
|
|
|
|
Electrolux AB
|
|
|
63,029
|
|
|
27,836
|
|
|
|
|
Nordea Bank AB
|
|
|
138,787
|
|
|
43,922
|
|
|
|
|
Telefonaktiebolaget LM Ericsson
|
|
|
355,754
|
|
|
30,291
|
|
|
|
|
TeliaSonera AB
|
|
|
120,972
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
678,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Switzerland: 2.8%
|
|
3,211
|
|
|
@
|
|
Actelion Ltd. Reg
|
|
|
151,853
|
|
|
17,772
|
|
|
|
|
Credit Suisse Group
|
|
|
432,498
|
|
|
5,531
|
|
|
|
|
EFG International
|
|
|
38,381
|
|
|
806
|
|
|
|
|
Geberit AG Reg
|
|
|
72,197
|
|
|
11,899
|
|
|
|
|
Holcim Ltd.
|
|
|
394,192
|
|
|
6
|
|
|
|
|
Lindt & Spruengli AG
|
|
|
111,519
|
|
|
36,920
|
|
|
|
|
Nestle SA
|
|
|
1,206,932
|
|
|
23,197
|
|
|
|
|
Novartis AG
|
|
|
846,303
|
|
|
1,925
|
|
|
|
|
Pargesa Holding SA
|
|
|
100,759
|
|
|
5,598
|
|
|
|
|
Roche Holding AG
|
|
|
635,471
|
|
|
2,325
|
|
|
@
|
|
Swiss Life Holding
|
|
|
113,401
|
|
|
10,598
|
|
|
|
|
Swiss Reinsurance
|
|
|
130,473
|
|
|
3,484
|
|
|
|
|
Synthes, Inc.
|
|
|
404,302
|
|
|
30,890
|
|
|
@
|
|
UBS AG Reg
|
|
|
289,253
|
|
|
49,400
|
|
|
|
|
Xstrata PLC
|
|
|
486,672
|
|
|
2,223
|
|
|
|
|
Zurich Financial Services AG
|
|
|
314,816
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,729,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom: 7.2%
|
|
3,723
|
|
|
|
|
3i Group PLC
|
|
|
10,595
|
|
|
9,660
|
|
|
|
|
Admiral Group PLC
|
|
|
117,501
|
|
|
6,895
|
|
|
|
|
Amec PLC
|
|
|
53,260
|
|
|
2,738
|
|
|
|
|
Anglo American PLC
|
|
|
38,622
|
|
|
31,858
|
|
|
|
|
AstraZeneca PLC
|
|
|
1,010,271
|
|
|
32,992
|
|
|
|
|
Aviva PLC
|
|
|
135,547
|
|
|
60,567
|
|
|
|
|
BAE Systems PLC
|
|
|
319,761
|
|
|
172,892
|
|
|
|
|
Barclays PLC
|
|
|
226,813
|
|
|
3,538
|
|
|
@
|
|
Berkeley Group Holdings PLC
|
|
|
43,744
|
|
|
29,744
|
|
|
|
|
BG Group PLC
|
|
|
425,172
|
|
|
40,478
|
|
|
|
|
BHP Billiton PLC
|
|
|
630,844
|
|
|
224,610
|
|
|
|
|
BP PLC
|
|
|
1,430,943
|
|
|
23,805
|
|
|
|
|
British Airways PLC
|
|
|
46,208
|
|
|
7,809
|
|
|
|
|
British American Tobacco PLC
|
|
|
199,601
|
|
|
105,879
|
|
|
|
|
BT Group PLC
|
|
|
135,270
|
|
|
15,271
|
|
|
|
|
Burberry Group PLC
|
|
|
55,719
|
|
|
233,196
|
|
|
|
|
Cable & Wireless PLC
|
|
|
456,359
|
|
|
3,986
|
|
|
@
|
|
Cairn Energy PLC
|
|
|
110,773
|
|
|
55,375
|
|
|
|
|
Capita Group PLC
|
|
|
522,540
|
|
|
61,822
|
|
|
|
|
Carphone Warehouse Group
|
|
|
92,784
|
|
|
140,101
|
|
|
|
|
Centrica PLC
|
|
|
538,780
|
|
|
19,513
|
|
|
|
|
Compass Group PLC
|
|
|
85,730
|
|
|
75,803
|
|
|
|
|
Daily Mail & General Trust
|
|
|
268,844
|
|
|
69,726
|
|
|
|
|
Diageo PLC
|
|
|
804,029
|
|
|
8,029
|
|
|
|
|
Experian Group Ltd.
|
|
|
47,452
|
|
|
44,850
|
|
|
|
|
GKN PLC
|
|
|
48,343
|
|
|
49,750
|
|
|
|
|
GlaxoSmithKline PLC
|
|
|
754,550
|
|
|
3,489
|
|
|
|
|
Home Retail Group
|
|
|
10,517
|
|
|
150,704
|
|
|
|
|
HSBC Holdings PLC
|
|
|
1,048,164
|
|
|
14,077
|
|
|
|
|
Imperial Tobacco Group PLC
|
|
|
337,031
|
|
|
124,805
|
|
|
|
|
International Power PLC
|
|
|
422,019
|
|
|
12,152
|
|
|
|
|
Investec PLC
|
|
|
35,211
|
|
|
111,032
|
|
|
|
|
J Sainsbury PLC
|
|
|
497,066
|
|
|
15,086
|
|
|
|
|
Ladbrokes PLC
|
|
|
37,248
|
|
|
189,981
|
|
|
|
|
Legal & General Group PLC
|
|
|
108,384
|
|
|
112,983
|
|
|
|
|
Lloyds TSB Group PLC
|
|
|
92,747
|
|
|
44,453
|
|
|
|
|
Man Group PLC
|
|
|
108,123
|
|
|
14,398
|
|
|
|
|
Marks & Spencer Group PLC
|
|
|
53,244
|
|
|
177,387
|
|
|
|
|
Old Mutual PLC
|
|
|
104,242
|
|
|
15,115
|
|
|
|
|
Prudential PLC
|
|
|
60,242
|
|
|
1,163
|
|
|
|
|
Reckitt Benckiser PLC
|
|
|
44,503
|
|
|
8,693
|
|
|
|
|
Reed Elsevier PLC
|
|
|
64,941
|
|
|
7,712
|
|
|
|
|
Rio Tinto PLC
|
|
|
196,865
|
|
|
499,930
|
|
|
|
|
Royal Bank of Scotland Group PLC
|
|
|
162,814
|
|
|
24,222
|
|
|
|
|
Sage Group PLC
|
|
|
58,688
|
|
|
6,449
|
|
|
|
|
Shire PLC
|
|
|
76,457
|
|
|
2,631
|
|
|
|
|
Smith & Nephew PLC
|
|
|
18,644
|
|
|
29,305
|
|
|
|
|
Standard Chartered PLC
|
|
|
276,178
|
|
|
19,682
|
|
|
|
|
Standard Life PLC
|
|
|
48,769
|
|
|
122,831
|
|
|
|
|
Tesco PLC
|
|
|
582,514
|
|
|
20,631
|
|
|
|
|
Thomas Cook Group PLC
|
|
|
62,689
|
|
|
7,602
|
|
|
|
|
Unilever PLC
|
|
|
146,853
|
|
|
477,269
|
|
|
|
|
Vodafone Group PLC
|
|
|
845,660
|
|
|
117,827
|
|
|
|
|
WM Morrison Supermarkets PLC
|
|
|
432,803
|
|
|
13,088
|
|
|
|
|
Wolseley PLC
|
|
|
33,054
|
|
|
36,587
|
|
|
|
|
WPP PLC
|
|
|
189,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,765,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States: 56.0%
|
|
18,576
|
|
|
|
|
Abbott Laboratories
|
|
|
879,388
|
|
|
20,178
|
|
|
@
|
|
Adobe Systems, Inc.
|
|
|
336,973
|
|
|
71,414
|
|
|
@
|
|
AES Corp.
|
|
|
449,908
|
|
|
15,018
|
|
|
S
|
|
Aetna, Inc.
|
|
|
358,480
|
|
|
6,207
|
|
|
@,S
|
|
Affiliated Computer Services, Inc.
|
|
|
289,432
|
|
|
34,878
|
|
|
|
|
Aflac, Inc.
|
|
|
584,555
|
|
|
75,136
|
|
|
S
|
|
Altria Group, Inc.
|
|
|
1,160,100
|
|
|
4,131
|
|
|
@
|
|
Amazon.com, Inc.
|
|
|
267,647
|
|
|
9,374
|
|
|
|
|
AmerisourceBergen Corp.
|
|
|
297,718
|
|
|
16,111
|
|
|
@,S
|
|
Amgen, Inc.
|
|
|
788,311
|
|
|
3,558
|
|
|
|
|
Anadarko Petroleum Corp.
|
|
|
124,352
|
|
|
11,707
|
|
|
|
|
AON Corp.
|
|
|
447,676
|
|
|
2,104
|
|
|
S
|
|
Apache Corp.
|
|
|
124,325
|
|
|
5,563
|
|
|
@,S
|
|
Apollo Group, Inc. Class A
|
|
|
403,318
|
|
|
19,503
|
|
|
@
|
|
Apple, Inc.
|
|
|
1,741,813
|
|
|
23,613
|
|
|
|
|
Archer-Daniels-Midland Co.
|
|
|
629,523
|
|
|
85,000
|
|
|
|
|
AT&T, Inc.
|
|
|
2,020,450
|
|
|
2,276
|
|
|
@,S
|
|
Autodesk, Inc.
|
|
|
28,882
|
|
|
10,300
|
|
|
|
|
Automatic Data Processing, Inc.
|
|
|
351,745
|
|
|
1,760
|
|
|
@
|
|
Autozone, Inc.
|
|
|
250,325
|
|
See Accompanying Notes to Financial
Statements
22
PORTFOLIO
OF INVESTMENTS
ING
Global Advantage and Premium Opportunity Fund
as
of February 28, 2009 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
United States (continued)
|
|
318
|
|
|
|
|
Avery Dennison Corp.
|
|
$
|
6,408
|
|
|
17
|
|
|
|
|
Baker Hughes, Inc.
|
|
|
498
|
|
|
4,239
|
|
|
|
|
Ball Corp.
|
|
|
170,789
|
|
|
66,140
|
|
|
|
|
Bank of America Corp.
|
|
|
261,253
|
|
|
23,346
|
|
|
|
|
Bank of New York Mellon Corp.
|
|
|
517,581
|
|
|
24,100
|
|
|
|
|
BB&T Corp.
|
|
|
388,733
|
|
|
3,263
|
|
|
|
|
Becton Dickinson & Co.
|
|
|
201,947
|
|
|
3,252
|
|
|
S
|
|
Bemis Co.
|
|
|
60,390
|
|
|
13,450
|
|
|
@
|
|
Big Lots, Inc.
|
|
|
208,610
|
|
|
7,771
|
|
|
@
|
|
Biogen Idec, Inc.
|
|
|
357,777
|
|
|
35,768
|
|
|
|
|
BJ Services Co.
|
|
|
345,877
|
|
|
1,339
|
|
|
|
|
Black & Decker Corp.
|
|
|
31,694
|
|
|
35,471
|
|
|
|
|
Bristol-Myers Squibb Co.
|
|
|
653,021
|
|
|
28,392
|
|
|
|
|
CA, Inc.
|
|
|
481,244
|
|
|
21,511
|
|
|
@
|
|
Cameron International Corp.
|
|
|
414,732
|
|
|
31,856
|
|
|
|
|
CenterPoint Energy, Inc.
|
|
|
328,754
|
|
|
1,690
|
|
|
S
|
|
CF Industries Holdings, Inc.
|
|
|
108,718
|
|
|
14,219
|
|
|
|
|
Charles Schwab Corp.
|
|
|
180,723
|
|
|
49,846
|
|
|
S
|
|
Chevron Corp.
|
|
|
3,026,151
|
|
|
3,452
|
|
|
|
|
Chubb Corp.
|
|
|
134,766
|
|
|
2,907
|
|
|
@
|
|
Ciena Corp.
|
|
|
15,611
|
|
|
17,325
|
|
|
|
|
Cigna Corp.
|
|
|
273,042
|
|
|
1,735
|
|
|
|
|
Cincinnati Financial Corp.
|
|
|
35,637
|
|
|
137,792
|
|
|
@
|
|
Cisco Systems, Inc.
|
|
|
2,007,629
|
|
|
1,493
|
|
|
|
|
CME Group, Inc.
|
|
|
272,323
|
|
|
36,886
|
|
|
|
|
CMS Energy Corp.
|
|
|
407,959
|
|
|
9,572
|
|
|
|
|
Coca-Cola Co.
|
|
|
391,016
|
|
|
4,031
|
|
|
S
|
|
Coca-Cola Enterprises, Inc.
|
|
|
46,276
|
|
|
71,381
|
|
|
|
|
Comcast Corp. Class A
|
|
|
932,236
|
|
|
8,626
|
|
|
@
|
|
Computer Sciences Corp.
|
|
|
299,667
|
|
|
39,300
|
|
|
@,S
|
|
Compuware Corp.
|
|
|
232,263
|
|
|
37,573
|
|
|
|
|
ConAgra Foods, Inc.
|
|
|
566,601
|
|
|
28,016
|
|
|
S
|
|
ConocoPhillips
|
|
|
1,046,398
|
|
|
11,800
|
|
|
|
|
Consolidated Edison, Inc.
|
|
|
427,278
|
|
|
15,704
|
|
|
@,S
|
|
Constellation Brands, Inc.
|
|
|
204,937
|
|
|
299
|
|
|
|
|
Constellation Energy Group, Inc.
|
|
|
5,908
|
|
|
151
|
|
|
|
|
Corning, Inc.
|
|
|
1,593
|
|
|
5,900
|
|
|
|
|
Costco Wholesale Corp.
|
|
|
249,806
|
|
|
3,762
|
|
|
|
|
CR Bard, Inc.
|
|
|
301,938
|
|
|
13,700
|
|
|
|
|
CSX Corp.
|
|
|
338,116
|
|
|
8,100
|
|
|
|
|
Cummins, Inc.
|
|
|
168,480
|
|
|
39,100
|
|
|
|
|
CVS Caremark Corp.
|
|
|
1,006,434
|
|
|
1,440
|
|
|
@
|
|
DaVita, Inc.
|
|
|
67,565
|
|
|
59,241
|
|
|
@
|
|
Dell, Inc.
|
|
|
505,326
|
|
|
29,600
|
|
|
@
|
|
DIRECTV Group, Inc.
|
|
|
590,224
|
|
|
15,065
|
|
|
|
|
Discover Financial Services
|
|
|
86,322
|
|
|
31,350
|
|
|
|
|
Dover Corp.
|
|
|
781,869
|
|
|
3,067
|
|
|
|
|
DTE Energy Co.
|
|
|
82,104
|
|
|
42,716
|
|
|
@,S
|
|
eBay, Inc.
|
|
|
464,323
|
|
|
19,750
|
|
|
|
|
Edison International
|
|
|
537,595
|
|
|
35,824
|
|
|
|
|
Eli Lilly & Co.
|
|
|
1,052,509
|
|
|
2,500
|
|
|
|
|
Embarq Corp.
|
|
|
87,425
|
|
|
49,450
|
|
|
@
|
|
EMC Corp.
|
|
|
519,225
|
|
|
1,663
|
|
|
|
|
Entergy Corp.
|
|
|
112,070
|
|
|
13,449
|
|
|
|
|
Equifax, Inc.
|
|
|
289,154
|
|
|
19,000
|
|
|
|
|
Exelon Corp.
|
|
|
897,180
|
|
|
9,300
|
|
|
@
|
|
Express Scripts, Inc.
|
|
|
467,790
|
|
|
105,762
|
|
|
S
|
|
ExxonMobil Corp.
|
|
|
7,181,240
|
|
|
12,206
|
|
|
|
|
Family Dollar Stores, Inc.
|
|
|
334,933
|
|
|
693
|
|
|
|
|
Federated Investors, Inc.
|
|
|
13,070
|
|
|
5,894
|
|
|
|
|
FedEx Corp.
|
|
|
254,680
|
|
|
20,534
|
|
|
|
|
Fidelity National Information Services, Inc.
|
|
|
359,345
|
|
|
10,100
|
|
|
|
|
FirstEnergy Corp.
|
|
|
429,856
|
|
|
18,250
|
|
|
@
|
|
Fiserv, Inc.
|
|
|
595,315
|
|
|
8,900
|
|
|
|
|
Flowserve Corp.
|
|
|
449,183
|
|
|
14,597
|
|
|
|
|
Fluor Corp.
|
|
|
485,350
|
|
|
21,711
|
|
|
@
|
|
Forest Laboratories, Inc.
|
|
|
465,484
|
|
|
5,706
|
|
|
|
|
FPL Group, Inc.
|
|
|
258,653
|
|
|
68
|
|
|
S
|
|
Freeport-McMoRan Copper & Gold, Inc.
|
|
|
2,069
|
|
|
10,884
|
|
|
@
|
|
GameStop Corp.
|
|
|
292,997
|
|
|
43,570
|
|
|
|
|
Gap, Inc.
|
|
|
470,120
|
|
|
23,384
|
|
|
|
|
General Dynamics Corp.
|
|
|
1,024,687
|
|
|
275,756
|
|
|
|
|
General Electric Co.
|
|
|
2,346,684
|
|
|
10,501
|
|
|
@
|
|
Gilead Sciences, Inc.
|
|
|
470,445
|
|
|
3,848
|
|
|
|
|
Goldman Sachs Group, Inc.
|
|
|
350,476
|
|
|
9,797
|
|
|
|
|
Goodrich Corp.
|
|
|
324,673
|
|
|
4,019
|
|
|
@
|
|
Google, Inc. Class A
|
|
|
1,358,382
|
|
|
18,058
|
|
|
|
|
H&R Block, Inc.
|
|
|
344,908
|
|
|
6,933
|
|
|
|
|
Harris Corp.
|
|
|
258,462
|
|
|
10,693
|
|
|
|
|
Hasbro, Inc.
|
|
|
244,763
|
|
|
3,388
|
|
|
|
|
Hess Corp.
|
|
|
185,290
|
|
|
78,694
|
|
|
|
|
Hewlett-Packard Co.
|
|
|
2,284,487
|
|
|
5,600
|
|
|
|
|
HJ Heinz Co.
|
|
|
182,952
|
|
|
17,548
|
|
|
|
|
Home Depot, Inc.
|
|
|
366,578
|
|
|
9,900
|
|
|
|
|
Honeywell International, Inc.
|
|
|
265,617
|
|
|
61,481
|
|
|
|
|
Hudson City Bancorp., Inc.
|
|
|
637,558
|
|
|
4,386
|
|
|
@
|
|
Humana, Inc.
|
|
|
103,817
|
|
|
28,650
|
|
|
|
|
IMS Health, Inc.
|
|
|
358,698
|
|
|
51,903
|
|
|
|
|
Intel Corp.
|
|
|
661,244
|
|
|
34,309
|
|
|
|
|
International Business Machines Corp.
|
|
|
3,157,457
|
|
|
6,317
|
|
|
|
|
International Flavors & Fragrances, Inc.
|
|
|
166,200
|
|
|
61,968
|
|
|
|
|
International Paper Co.
|
|
|
352,598
|
|
|
72,100
|
|
|
@
|
|
Interpublic Group of Cos., Inc.
|
|
|
274,701
|
|
|
16,791
|
|
|
|
|
ITT Corp.
|
|
|
627,144
|
|
|
324
|
|
|
|
|
Jabil Circuit, Inc.
|
|
|
1,341
|
|
|
13,300
|
|
|
@
|
|
Jacobs Engineering Group, Inc.
|
|
|
448,742
|
|
|
7,105
|
|
|
@
|
|
JDS Uniphase Corp.
|
|
|
19,610
|
|
|
35,616
|
|
|
|
|
Johnson & Johnson
|
|
|
1,780,800
|
|
|
61,970
|
|
|
|
|
JPMorgan Chase & Co.
|
|
|
1,416,015
|
|
|
1,220
|
|
|
@
|
|
Juniper Networks, Inc.
|
|
|
17,336
|
|
|
10,245
|
|
|
|
|
Kimberly-Clark Corp.
|
|
|
482,642
|
|
|
10,200
|
|
|
@
|
|
Kohls Corp.
|
|
|
358,428
|
|
|
2,999
|
|
|
|
|
Kraft Foods, Inc.
|
|
|
68,317
|
|
|
6,369
|
|
|
|
|
Kroger Co.
|
|
|
131,647
|
|
|
5,107
|
|
|
@,S
|
|
Laboratory Corp. of America Holdings
|
|
|
280,936
|
|
|
14,423
|
|
|
@
|
|
Lexmark International, Inc.
|
|
|
247,210
|
|
|
11,484
|
|
|
@
|
|
Life Technologies Corp.
|
|
|
334,759
|
|
|
38,500
|
|
|
|
|
Limited Brands, Inc.
|
|
|
296,065
|
|
|
4,727
|
|
|
|
|
Lockheed Martin Corp.
|
|
|
298,321
|
|
|
15,486
|
|
|
|
|
Loews Corp.
|
|
|
307,397
|
|
|
8,796
|
|
|
|
|
Marathon Oil Corp.
|
|
|
204,683
|
|
|
21,395
|
|
|
|
|
McDonalds Corp.
|
|
|
1,117,889
|
|
|
15,370
|
|
|
|
|
McKesson Corp.
|
|
|
630,477
|
|
|
4,828
|
|
|
@
|
|
Medco Health Solutions, Inc.
|
|
|
195,920
|
|
|
18,362
|
|
|
|
|
Medtronic, Inc.
|
|
|
543,332
|
|
|
53,562
|
|
|
|
|
Merck & Co., Inc.
|
|
|
1,296,200
|
|
|
17,555
|
|
|
|
|
Metlife, Inc.
|
|
|
324,065
|
|
|
128,777
|
|
|
|
|
Microsoft Corp.
|
|
|
2,079,749
|
|
|
2,309
|
|
|
|
|
Molson Coors Brewing Co.
|
|
|
81,346
|
|
|
5,564
|
|
|
|
|
Monsanto Co.
|
|
|
424,366
|
|
|
13,507
|
|
|
|
|
Morgan Stanley
|
|
|
263,927
|
|
|
11,081
|
|
|
|
|
Murphy Oil Corp.
|
|
|
463,297
|
|
|
2,117
|
|
|
@
|
|
Mylan Laboratories
|
|
|
26,314
|
|
|
16,300
|
|
|
@
|
|
Nasdaq Stock Market, Inc.
|
|
|
340,670
|
|
|
23,057
|
|
|
@
|
|
National Oilwell Varco, Inc.
|
|
|
616,314
|
|
|
595
|
|
|
|
|
NiSource, Inc.
|
|
|
5,206
|
|
|
15,521
|
|
|
|
|
Noble Corp.
|
|
|
381,661
|
|
|
5,462
|
|
|
|
|
Norfolk Southern Corp.
|
|
|
173,255
|
|
|
10,750
|
|
|
|
|
Northern Trust Corp.
|
|
|
597,163
|
|
|
19,750
|
|
|
|
|
Northrop Grumman Corp.
|
|
|
737,860
|
|
|
4,102
|
|
|
|
|
Nucor Corp.
|
|
|
138,032
|
|
|
1,173
|
|
|
|
|
NYSE Euronext
|
|
|
19,800
|
|
|
7,233
|
|
|
|
|
Occidental Petroleum Corp.
|
|
|
375,176
|
|
|
33,310
|
|
|
|
|
Omnicom Group
|
|
|
800,439
|
|
|
59,052
|
|
|
@
|
|
Oracle Corp.
|
|
|
917,668
|
|
|
17,800
|
|
|
@
|
|
Pactiv Corp.
|
|
|
281,774
|
|
|
22,200
|
|
|
|
|
Pepsi Bottling Group, Inc.
|
|
|
410,700
|
|
|
7,242
|
|
|
|
|
PepsiCo, Inc.
|
|
|
348,630
|
|
|
15,019
|
|
|
S
|
|
PerkinElmer, Inc.
|
|
|
193,445
|
|
|
130,900
|
|
|
|
|
Pfizer, Inc.
|
|
|
1,611,379
|
|
|
26,414
|
|
|
|
|
Philip Morris International, Inc.
|
|
|
884,077
|
|
|
31,750
|
|
|
|
|
Pitney Bowes, Inc.
|
|
|
612,458
|
|
See Accompanying Notes to Financial
Statements
23
PORTFOLIO
OF INVESTMENTS
ING
Global Advantage and Premium Opportunity Fund
as
of February 28, 2009 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
United States (continued)
|
|
8,478
|
|
|
|
|
PNC Financial Services Group, Inc.
|
|
$
|
231,789
|
|
|
935
|
|
|
|
|
Polo Ralph Lauren Corp.
|
|
|
32,229
|
|
|
21,650
|
|
|
|
|
PPG Industries, Inc.
|
|
|
672,449
|
|
|
9,562
|
|
|
|
|
Precision Castparts Corp.
|
|
|
530,022
|
|
|
13
|
|
|
|
|
Principal Financial Group, Inc.
|
|
|
104
|
|
|
65,450
|
|
|
|
|
Procter & Gamble Co.
|
|
|
3,152,716
|
|
|
20,400
|
|
|
|
|
Public Service Enterprise Group, Inc.
|
|
|
556,716
|
|
|
17,850
|
|
|
@
|
|
QLogic Corp.
|
|
|
164,577
|
|
|
14,221
|
|
|
|
|
Qualcomm, Inc.
|
|
|
475,408
|
|
|
5,061
|
|
|
|
|
RadioShack Corp.
|
|
|
37,097
|
|
|
19,400
|
|
|
|
|
Raytheon Co.
|
|
|
775,418
|
|
|
23,609
|
|
|
|
|
Reynolds American, Inc.
|
|
|
792,790
|
|
|
722
|
|
|
|
|
Rohm & Haas Co.
|
|
|
37,595
|
|
|
30,819
|
|
|
S
|
|
RR Donnelley & Sons Co.
|
|
|
240,080
|
|
|
9,550
|
|
|
|
|
Ryder System, Inc.
|
|
|
218,313
|
|
|
15,293
|
|
|
|
|
Safeway, Inc.
|
|
|
282,921
|
|
|
41,365
|
|
|
|
|
Sara Lee Corp.
|
|
|
318,924
|
|
|
27,150
|
|
|
|
|
Schering-Plough Corp.
|
|
|
472,139
|
|
|
13,530
|
|
|
|
|
Schlumberger Ltd.
|
|
|
514,952
|
|
|
14,039
|
|
|
|
|
Sealed Air Corp.
|
|
|
156,675
|
|
|
4,078
|
|
|
@
|
|
Sears Holding Corp.
|
|
|
149,907
|
|
|
8,476
|
|
|
|
|
Sempra Energy
|
|
|
352,347
|
|
|
9
|
|
|
|
|
Sherwin-Williams Co.
|
|
|
414
|
|
|
7,841
|
|
|
|
|
Smith International, Inc.
|
|
|
168,425
|
|
|
7,447
|
|
|
@
|
|
Southwestern Energy Co.
|
|
|
214,250
|
|
|
7,930
|
|
|
@
|
|
Sprint Nextel Corp.
|
|
|
26,090
|
|
|
45,099
|
|
|
|
|
Staples, Inc.
|
|
|
719,329
|
|
|
7,586
|
|
|
@
|
|
Starbucks Corp.
|
|
|
69,412
|
|
|
17,848
|
|
|
|
|
State Street Corp.
|
|
|
451,019
|
|
|
10,211
|
|
|
|
|
Sunoco, Inc.
|
|
|
341,558
|
|
|
11,068
|
|
|
|
|
Supervalu, Inc.
|
|
|
172,771
|
|
|
32,750
|
|
|
@
|
|
Symantec Corp.
|
|
|
452,933
|
|
|
7,857
|
|
|
|
|
Target Corp.
|
|
|
222,432
|
|
|
11,147
|
|
|
@
|
|
Teradata Corp.
|
|
|
172,333
|
|
|
14,271
|
|
|
|
|
Tesoro Corp.
|
|
|
210,640
|
|
|
6,800
|
|
|
@
|
|
Thermo Electron Corp.
|
|
|
246,568
|
|
|
66,594
|
|
|
S
|
|
Time Warner, Inc.
|
|
|
508,112
|
|
|
33,140
|
|
|
|
|
TJX Cos., Inc.
|
|
|
738,028
|
|
|
5,603
|
|
|
|
|
Torchmark Corp.
|
|
|
115,422
|
|
|
21,387
|
|
|
|
|
Travelers Cos., Inc.
|
|
|
773,140
|
|
|
6,930
|
|
|
|
|
Union Pacific Corp.
|
|
|
260,014
|
|
|
9,150
|
|
|
|
|
United States Steel Corp.
|
|
|
179,981
|
|
|
28,633
|
|
|
|
|
United Technologies Corp.
|
|
|
1,169,085
|
|
|
32,395
|
|
|
|
|
UnitedHealth Group, Inc.
|
|
|
636,562
|
|
|
20,698
|
|
|
|
|
UnumProvident Corp.
|
|
|
210,706
|
|
|
5,699
|
|
|
|
|
US Bancorp.
|
|
|
81,553
|
|
|
25,983
|
|
|
|
|
Valero Energy Corp.
|
|
|
503,551
|
|
|
8,023
|
|
|
@
|
|
Varian Medical Systems, Inc.
|
|
|
244,782
|
|
|
57,655
|
|
|
|
|
Verizon Communications, Inc.
|
|
|
1,644,897
|
|
|
11,400
|
|
|
|
|
Walgreen Co.
|
|
|
272,004
|
|
|
54,367
|
|
|
|
|
Wal-Mart Stores, Inc.
|
|
|
2,677,031
|
|
|
14,139
|
|
|
|
|
Walt Disney Co.
|
|
|
237,111
|
|
|
5,993
|
|
|
@
|
|
Waters Corp.
|
|
|
211,073
|
|
|
8,813
|
|
|
@
|
|
Watson Pharmaceuticals, Inc.
|
|
|
249,144
|
|
|
60,571
|
|
|
|
|
Wells Fargo & Co.
|
|
|
732,909
|
|
|
45,125
|
|
|
|
|
Western Union Co.
|
|
|
503,595
|
|
|
1,156
|
|
|
|
|
Williams Cos., Inc.
|
|
|
13,063
|
|
|
52,000
|
|
|
|
|
Windstream Corp.
|
|
|
387,920
|
|
|
25,412
|
|
|
|
|
Wyeth
|
|
|
1,037,318
|
|
|
69,059
|
|
|
|
|
Xerox Corp.
|
|
|
357,726
|
|
|
14,312
|
|
|
|
|
Xilinx, Inc.
|
|
|
253,036
|
|
|
1,434
|
|
|
@
|
|
Yahoo!, Inc.
|
|
|
18,972
|
|
|
5,667
|
|
|
|
|
Yum! Brands, Inc.
|
|
|
148,929
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
114,512,376
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Common Stock
(Cost $267,219,860)
|
|
|
196,967,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REAL ESTATE INVESTMENT TRUSTS: 0.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Australia: 0.2%
|
|
108,945
|
|
|
|
|
CFS Retail Property Trust
|
|
|
116,627
|
|
|
37,274
|
|
|
|
|
Westfield Group
|
|
|
249,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
366,585
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
France: 0.1%
|
|
1,808
|
|
|
|
|
Unibail
|
|
|
226,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
226,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan: 0.2%
|
|
20
|
|
|
|
|
Japan Prime Realty Investment Corp.
|
|
|
31,863
|
|
|
26
|
|
|
|
|
Japan Retail Fund Investment Corp.
|
|
|
84,160
|
|
|
16
|
|
|
|
|
Nippon Building Fund, Inc.
|
|
|
129,405
|
|
|
9
|
|
|
|
|
Nomura Real Estate Office Fund, Inc.
|
|
|
45,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
290,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Singapore: 0.0%
|
|
79,550
|
|
|
@
|
|
Ascendas Real Estate Investment Trust
|
|
|
63,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States: 0.4%
|
|
1,122
|
|
|
S
|
|
Equity Residential
|
|
|
19,747
|
|
|
9,520
|
|
|
|
|
HCP, Inc.
|
|
|
173,930
|
|
|
5,372
|
|
|
|
|
Plum Creek Timber Co., Inc.
|
|
|
140,908
|
|
|
2,700
|
|
|
|
|
Public Storage, Inc.
|
|
|
149,796
|
|
|
10,636
|
|
|
|
|
Simon Property Group, Inc.
|
|
|
352,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
836,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate Investment Trusts
(Cost $2,201,896)
|
|
|
1,784,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXCHANGE-TRADED FUNDS: 1.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed Markets: 1.3%
|
|
75,000
|
|
|
|
|
iShares MSCI EAFE Index Fund
|
|
|
2,601,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Exchange-Traded Funds
(Cost $2,926,650)
|
|
|
2,601,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PREFERRED STOCK: 0.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany: 0.1%
|
|
8,383
|
|
|
|
|
Porsche AG
|
|
|
341,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Preferred Stock
(Cost $608,842)
|
|
|
341,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RIGHTS: 0.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Belgium: 0.0%
|
|
4,167
|
|
|
@
|
|
Fortis
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Singapore: 0.0%
|
|
42,119
|
|
|
@
|
|
Capitaland Ltd.
|
|
|
16,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Rights
(Cost $)
|
|
|
16,600
|
|
|
|
|
|
|
|
|
|
|
|
|
See Accompanying Notes to Financial
Statements
24
PORTFOLIO
OF INVESTMENTS
ING
Global Advantage and Premium Opportunity Fund
as
of February 28, 2009 (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
Total Long-Term Investments
(Cost $272,957,248)
|
|
$
|
201,711,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT-TERM INVESTMENTS: 0.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Affiliated Mutual Fund: 0.7%
|
|
1,370,000
|
|
|
S
|
|
ING Institutional Prime Money Market Fund
Class I
|
|
|
1,370,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Short-Term Investments
(Cost $1,370,000)
|
|
|
1,370,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments in Securities
|
|
|
|
|
(Cost $274,327,248)*
|
|
|
99.3
|
%
|
|
$
|
203,081,547
|
|
|
|
|
|
Other Assets and
Liabilities - Net
|
|
|
0.7
|
|
|
|
1,464,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
|
|
|
100.0
|
%
|
|
$
|
204,545,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
@
|
|
Non-income producing security
|
X
|
|
Fair value determined by ING Funds Valuation Committee appointed
by the Funds Board of Directors/Trustees.
|
S
|
|
All or a portion of this security is segregated to cover
collateral requirements for applicable futures, options, swaps,
foreign forward currency contracts
and/or
when-issued or delayed-delivery securities.
|
|
|
|
*
|
|
Cost for federal income tax purposes is $290,458,739.
|
|
|
|
|
|
Net unrealized depreciation consists of:
|
|
|
|
|
|
Gross Unrealized Appreciation
|
|
$
|
1,938,356
|
|
Gross Unrealized Depreciation
|
|
|
(89,315,548
|
)
|
|
|
|
|
|
Net Unrealized Depreciation
|
|
$
|
(87,377,192
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
Industry
|
|
Net Assets
|
|
|
Advertising
|
|
|
0.6
|
%
|
Aerospace/Defense
|
|
|
2.4
|
|
Agriculture
|
|
|
2.1
|
|
Airlines
|
|
|
0.3
|
|
Apartments
|
|
|
0.0
|
|
Apparel
|
|
|
0.3
|
|
Auto Manufacturers
|
|
|
1.3
|
|
Auto Parts & Equipment
|
|
|
0.9
|
|
Banks
|
|
|
7.4
|
|
Beverages
|
|
|
1.9
|
|
Biotechnology
|
|
|
1.1
|
|
Building Materials
|
|
|
0.5
|
|
Chemicals
|
|
|
1.8
|
|
Commercial Services
|
|
|
1.8
|
|
Computers
|
|
|
4.7
|
|
Cosmetics/Personal Care
|
|
|
1.9
|
|
Distribution/Wholesale
|
|
|
0.7
|
|
Diversified
|
|
|
0.1
|
|
Diversified Financial Services
|
|
|
0.7
|
|
Electric
|
|
|
3.8
|
|
Electrical Components & Equipment
|
|
|
0.8
|
|
Electronics
|
|
|
1.0
|
|
Energy Alternate Sources
|
|
|
0.0
|
|
Engineering & Construction
|
|
|
1.2
|
|
Entertainment
|
|
|
0.1
|
|
Food
|
|
|
3.1
|
|
Food Service
|
|
|
0.0
|
|
Forest Products & Paper
|
|
|
0.3
|
|
Gas
|
|
|
1.5
|
|
Hand/Machine Tools
|
|
|
0.1
|
|
Health Care
|
|
|
0.1
|
|
Healthcare Products
|
|
|
1.9
|
|
Healthcare Services
|
|
|
0.9
|
|
Holding Companies Diversified
|
|
|
0.2
|
|
Home Builders
|
|
|
0.0
|
|
Home Furnishings
|
|
|
0.3
|
|
Household Products/Wares
|
|
|
0.4
|
|
Insurance
|
|
|
2.9
|
|
Internet
|
|
|
1.6
|
|
Investment Companies
|
|
|
0.1
|
|
Iron/Steel
|
|
|
1.0
|
|
Leisure Time
|
|
|
0.1
|
|
Lodging
|
|
|
0.1
|
|
Machinery Diversified
|
|
|
0.4
|
|
Media
|
|
|
2.0
|
|
Metal Fabricate/Hardware
|
|
|
0.3
|
|
Mining
|
|
|
1.1
|
|
Miscellaneous Manufacturing
|
|
|
2.3
|
|
Office Property
|
|
|
0.1
|
|
Office/Business Equipment
|
|
|
0.5
|
|
Oil & Gas
|
|
|
10.5
|
|
Oil & Gas Services
|
|
|
1.6
|
|
Packaging & Containers
|
|
|
0.3
|
|
Pharmaceuticals
|
|
|
7.5
|
|
Pipelines
|
|
|
0.0
|
|
Real Estate
|
|
|
0.7
|
|
Regional Malls
|
|
|
0.2
|
|
Retail
|
|
|
5.4
|
|
Savings & Loans
|
|
|
0.3
|
|
Semiconductors
|
|
|
0.5
|
|
Shopping Centers
|
|
|
0.2
|
|
Software
|
|
|
3.0
|
|
Storage
|
|
|
0.1
|
|
Telecommunications
|
|
|
6.8
|
|
Textiles
|
|
|
0.0
|
|
Toys/Games/Hobbies
|
|
|
0.1
|
|
Transportation
|
|
|
1.3
|
|
Venture Capital
|
|
|
0.0
|
|
Water
|
|
|
0.1
|
|
Other Long-Term Investments
|
|
|
1.3
|
|
Short-Term Investments
|
|
|
0.7
|
|
Other Assets and Liabilities Net
|
|
|
0.7
|
|
|
|
|
|
|
Net Assets
|
|
|
100.0
|
%
|
|
|
|
|
|
See Accompanying Notes to Financial
Statements
25
PORTFOLIO
OF INVESTMENTS
ING
Global Advantage and Premium Opportunity Fund
as
of February 28, 2009 (continued)
The following table summarizes the inputs used as of
February 28, 2009 in determining the Funds
investments at fair value for purposes of SFAS 157:
|
|
|
|
|
|
|
|
|
|
|
Investment in
|
|
Other Financial
|
|
|
Securities
|
|
Instruments*
|
Level 1
Quoted Prices
|
|
$
|
120,765,238
|
|
|
$
|
(111,531
|
)
|
Level 2
Other Significant Observable Inputs
|
|
|
82,316,299
|
|
|
|
(85,672
|
)
|
Level 3
Significant Unobservable Inputs
|
|
|
10
|
|
|
|
(649,960
|
)
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
203,081,547
|
|
|
$
|
(847,163
|
)
|
|
|
|
|
|
|
|
|
|
Fair value for purposes of SFAS 157 is
different from fair value as used in the 1940 Act.
The former generally implies market value, and can include
market quotations as a source of value, and the latter refers to
determinations of value in absence of available market
quotations.
*Other financial instruments may include forward foreign
currency contracts, futures, swaps, and written options. Forward
foreign currency contracts and futures are reported at their
unrealized gain/loss at year end. Swaps and written options are
reported at their market value at year end.
A roll forward of fair value measurements using significant
unobservable inputs (Level 3) for the year ended
February 28, 2009 was as follows:
|
|
|
|
|
|
|
|
|
|
|
Investments in
|
|
Other Financial
|
|
|
Securities
|
|
Instruments*
|
Beginning Balance at 02/29/08
|
|
$
|
|
|
|
$
|
(3,054,329
|
)
|
Net Purchases/(Sales)
|
|
|
|
|
|
|
(3,781,766
|
)
|
Accrued Discounts/(Premiums)
|
|
|
|
|
|
|
|
|
Total Realized Gain/(Loss)
|
|
|
|
|
|
|
2,686,071
|
|
Total Unrealized Appreciation/(Depreciation)
|
|
|
|
|
|
|
3,500,064
|
|
Net Transfers In/(Out) of Level 3 Ending Balance at 02/28/09
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10
|
|
|
$
|
(649,960
|
)
|
|
|
|
|
|
|
|
|
|
*Other financial instruments may include forward foreign
currency contracts, futures, swaps, and written options. Forward
foreign currency contracts and futures are reported at their
unrealized gain/loss at year end. Swaps and written options are
reported at their market value at year end.
For the year ended February 28, 2009, total change in
unrealized gain (loss) on Level 3 securities included in
the change in net assets was $3,131,709. Total unrealized gain
(loss) for all securities (including Level 1 and
Level 2) can be found on the accompanying Statement of
Operations.
Forward foreign
currency contracts outstanding at
February 28, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
|
|
|
|
Unrealized
|
|
|
|
|
Settlement
|
|
Exchange
|
|
|
|
Appreciation
|
Currency
|
|
Buy/Sell
|
|
Date
|
|
For
|
|
Value
|
|
(Depreciation)
|
|
|
|
|
|
|
USD
|
|
|
|
|
|
Australian Dollar
AUD 8,500,000
|
|
|
SELL
|
|
|
|
3/24/09
|
|
|
|
5,456,575
|
|
|
$
|
5,425,546
|
|
|
$
|
31,029
|
|
Swiss Franc
CHF 6,500,000
|
|
|
SELL
|
|
|
|
3/24/09
|
|
|
|
5,518,202
|
|
|
|
5,558,549
|
|
|
|
(40,347
|
)
|
EU Euro
EUR 26,100,000
|
|
|
SELL
|
|
|
|
3/24/09
|
|
|
|
32,982,309
|
|
|
|
33,082,867
|
|
|
|
(100,558
|
)
|
British Pound
GBP 12,800,000
|
|
|
SELL
|
|
|
|
3/24/09
|
|
|
|
18,330,240
|
|
|
|
18,322,779
|
|
|
|
7,461
|
|
Japanese Yen
JPY 2,080,000,000
|
|
|
SELL
|
|
|
|
3/24/09
|
|
|
|
22,057,381
|
|
|
|
21,321,849
|
|
|
|
735,532
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
633,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open Futures
Contracts Outstanding at February 28, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract
|
|
Number of
|
|
Expiration
|
|
Unrealized
|
Description
|
|
Contracts
|
|
Date
|
|
Depreciation
|
|
|
Long Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
S&P
500®
|
|
|
5
|
|
|
|
03/19/09
|
|
|
$
|
(97,888
|
)
|
S&P
500®
|
|
|
2
|
|
|
|
06/18/09
|
|
|
|
(13,643
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(111,531
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Written OTC Call
Options Outstanding at February 28, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
# of
|
|
|
|
|
|
Expiration
|
|
Strike
|
|
|
|
Premiums
|
|
|
Contracts
|
|
Counterparty
|
|
Description
|
|
Date
|
|
Price/Rate
|
|
|
|
Received
|
|
Value
|
|
|
|
3,700
|
|
|
Morgan Stanley
|
|
Dow Jones Euro Stoxx 50
|
|
|
03/05/09
|
|
|
|
2,280.60
|
|
|
|
EUR
|
|
|
$
|
410,009
|
|
|
$
|
(113
|
)
|
|
3,800
|
|
|
ABN AMRO
|
|
Dow Jones Euro Stoxx 50
|
|
|
03/19/09
|
|
|
|
2,141.27
|
|
|
|
EUR
|
|
|
|
456,435
|
|
|
|
(82,071
|
)
|
|
1,900
|
|
|
Morgan Stanley
|
|
FTSE 100 Index
|
|
|
03/05/09
|
|
|
|
4,175.73
|
|
|
|
GBP
|
|
|
|
484,356
|
|
|
|
(2,717
|
)
|
|
1,900
|
|
|
ABN AMRO
|
|
FTSE 100 Index
|
|
|
03/19/09
|
|
|
|
4,019.02
|
|
|
|
GBP
|
|
|
|
428,841
|
|
|
|
(135,396
|
)
|
|
102,000
|
|
|
ABN AMRO
|
|
Nikkei 225 Index
|
|
|
03/05/09
|
|
|
|
7,980.60
|
|
|
|
JPY
|
|
|
|
392,438
|
|
|
|
(28,450
|
)
|
|
108,000
|
|
|
Goldman Sachs
|
|
Nikkei 225 Index
|
|
|
03/19/09
|
|
|
|
7,341.96
|
|
|
|
JPY
|
|
|
|
405,302
|
|
|
|
(470,042
|
)
|
|
52,728
|
|
|
UBS AG
|
|
S&P
500®
Index
|
|
|
03/05/09
|
|
|
|
845.85
|
|
|
|
USD
|
|
|
|
1,761,643
|
|
|
|
|
|
|
58,284
|
|
|
Citigroup
|
|
S&P
500®
Index
|
|
|
03/19/09
|
|
|
|
778.94
|
|
|
|
USD
|
|
|
|
2,020,123
|
|
|
|
(649,960
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,359,147
|
|
|
$
|
(1,368,749
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Premiums Received:
|
|
$
|
6,359,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities for Options Written:
|
|
$
|
1,368,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Accompanying Notes to Financial
Statements
26
Supplemental
Option Information (Unaudited)
|
|
|
Supplemental Call Option Statistics as of February 28,
2009
|
|
|
% of Total Net Assets against which calls written
|
|
69%
|
Average Days to Expiration at time written
|
|
28 days
|
Average Call Moneyness* at time written
|
|
ATM
|
Premium received for calls
|
|
$6,359,147
|
Value of calls
|
|
$(1,368,749)
|
|
|
*
|
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.
|
27
TAX
INFORMATION
(Unaudited)
Dividends paid during the year ended February 28, 2009 were
as follows:
|
|
|
|
|
|
|
|
|
Fund Name
|
|
Type
|
|
Per Share Amount
|
|
ING Global Advantage and Premium Opportunity Fund
|
|
|
NII
|
|
|
$
|
0.7414
|
|
|
|
|
ROC
|
|
|
$
|
1.1186
|
|
NII Net investment income
ROC Return of capital
Above figures may differ from those cited elsewhere in this
report due to differences in the calculation of income and gains
under U.S. generally accepted accounting principles (book)
purposes and Internal Revenue Service (tax) purposes.
Shareholders are strongly advised to consult their own tax
advisers with respect to the tax consequences of their
investments in the Fund. In January, shareholders, excluding
corporate shareholders, receive an IRS
1099-DIV
regarding the federal tax status of the dividends and
distributions they received in the calendar year.
28
A special meeting of shareholders of ING Global Advantage and
Premium Opportunity Fund was held June 25, 2008, at the
offices of ING Funds, 7337 East Doubletree Ranch Road,
Scottsdale, AZ 85258.
A brief description of each matter voted upon as well as the
results are outlined below:
Matters:
ING Global Advantage and Premium Opportunity Fund,
Class III Trustees
To elect four Class III Trustees to represent the interests
of the holders of Common Shares of the Fund until the election
and qualification of their successors.
Results:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares voted
|
|
|
|
|
|
|
|
|
Shares
|
|
against or
|
|
Shares
|
|
Total
|
|
|
Proposal 1*
|
|
voted for
|
|
withheld
|
|
abstained
|
|
Shares Voted
|
|
|
Class III Trustees
|
|
|
J. Michael Earley
|
|
|
|
16,213,639.234
|
|
|
|
175,880.000
|
|
|
|
|
|
|
|
16,389,519.234
|
|
|
|
|
Patrick W. Kenny
|
|
|
|
16,205,696.234
|
|
|
|
183,823.000
|
|
|
|
|
|
|
|
16,389,519.234
|
|
|
|
|
Shaun P. Mathews
|
|
|
|
16,209,066.234
|
|
|
|
180,453.000
|
|
|
|
|
|
|
|
16,389,519.234
|
|
|
|
|
Roger B. Vincent
|
|
|
|
16,208,122.234
|
|
|
|
181,397.000
|
|
|
|
|
|
|
|
16,389,519.234
|
|
29
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 Trusts, 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
|
|
Other Directorships/
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Complex
|
|
Trusteeships
|
|
|
held with
|
|
and Length of
|
|
Principal Occupation(s)
|
|
Overseen
|
|
held by
|
Name, Address and Age
|
|
Fund/Portfolio
|
|
Time
Served(1)
|
|
during the Past 5 Years
|
|
by
Trustee(2)
|
|
Director/Trustee
|
|
Colleen D. Baldwin
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 48
|
|
Trustee
|
|
October 2007 Present
|
|
Consultant, Glantuam Partners, LLC (January 2009
Present); President, National Charity League/Canaan Parish Board
(June 2008 Present) and Consultant (January 2005
Present). Formerly, Chief Operating Officer, Ivy Asset
Management Group (April 2002 October 2004).
|
|
159
|
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
John V.
Boyer(4)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 55
|
|
Trustee
|
|
July 2005 Present
|
|
President, Bechtler Arts Foundation (January 2008
Present). Formerly, Consultant (July 2007 February 2008);
President and Chief Executive Officer, Franklin and Eleanor
Roosevelt Institute (March 2006 July 2007); and Executive
Director, The Mark Twain House & Museum (September 1989
March 2006).
|
|
159
|
|
None.
|
|
|
|
|
|
|
|
|
|
|
|
Patricia W. Chadwick
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 60
|
|
Trustee
|
|
January 2006 Present
|
|
Consultant and President of selfowned company, Ravengate
Partners LLC (January 2000 Present).
|
|
159
|
|
Wisconsin Energy Corporation (June 2006 Present).
|
|
|
|
|
|
|
|
|
|
|
|
Peter S. Drotch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 67
|
|
Trustee
|
|
October 2007 Present
|
|
Retired partner, PricewaterhouseCoopers, LLP.
|
|
159
|
|
First Marblehead Corporation (September 2003 Present).
|
|
|
|
|
|
|
|
|
|
|
|
J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63
|
|
Trustee
|
|
July 2005 Present
|
|
Retired. Formerly, President and Chief Executive Officer,
Bankers Trust Company, N.A., Des Moines (June 1992
December 2008).
|
|
159
|
|
Bankers Trust Company, N.A. (June 1992 Present) and
Midamerica Financial Corporation (December 2002 Present).
|
|
|
|
|
|
|
|
|
|
|
|
Patrick W. Kenny
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 66
|
|
Trustee
|
|
July 2005 Present
|
|
President and Chief Executive Officer, International Insurance
Society (June 2001 Present).
|
|
159
|
|
Assured Guaranty Ltd. (April 2004 Present) and Odyssey Re
Holdings Corporation (November 2006 Present).
|
|
|
|
|
|
|
|
|
|
|
|
Sheryl K. Pressler
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 58
|
|
Trustee
|
|
January 2006 Present
|
|
Consultant (May 2001 Present).
|
|
159
|
|
Stillwater Mining Company (May 2002 Present).
|
|
|
|
|
|
|
|
|
|
|
|
Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63
|
|
Chairman and
Trustee
|
|
July 2005 Present
|
|
President, Springwell Corporation (March 1989
Present).
|
|
159
|
|
UGI Corporation (February 2006 Present) and UGI
Utilities, Inc. (February 2006 Present).
|
30
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Funds in
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
Other Directorships/
|
|
|
Position(s)
|
|
Term of Office
|
|
|
|
Complex
|
|
Trusteeships
|
|
|
held with
|
|
and Length of
|
|
Principal Occupation(s)
|
|
Overseen
|
|
held by
|
Name, Address and Age
|
|
Fund/Portfolio
|
|
Time
Served(1)
|
|
during the Past 5 Years
|
|
by
Trustee(2)
|
|
Director/Trustee
|
|
|
|
|
|
|
|
|
|
|
|
|
Interested Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trustees who are Interested Persons:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert W.
Crispin(5)
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).
|
|
159
|
|
ING Canada Inc. (December 2004 Present) and ING Bank, fsb
(June 2001 Present).
|
|
|
|
|
|
|
|
|
|
|
|
Shaun P.
Mathews(3)(5)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53
|
|
Trustee
|
|
June 2006 Present
|
|
President and Chief Executive Officer, ING Investments, LLC
(November 2006 Present). Formerly, President, ING Mutual
Funds and Investment Products (November 2004 November
2006); and Chief Marketing Officer, ING USFS (April 2002
October 2004).
|
|
197
|
|
ING Services Holding Company, Inc. (May 2000 Present);
Southland Life Insurance Company (June 2002 Present); and
ING Capital Corporation, LLC, ING Funds Distributor, LLC, ING
Funds Services, LLC, ING Investments, LLC and ING Pilgrim
Funding, Inc. (December 2005 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.
|
|
(2) |
|
For the purposes of this table
(except for Mr. Mathews), Fund Complex
means the following investment companies: ING Asia Pacific High
Dividend Equity Income Fund, ING Equity Trust; ING Funds Trust;
ING Global Equity Dividend and Premium Opportunity Fund; ING
Global Advantage and Premium Opportunity Fund; ING International
High Dividend Equity Income Fund; ING Infrastructure Development
Equity 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 Separate Portfolios
Trust; ING Variable Insurance Trust; ING Variable Products
Trust; and ING Partners, Inc.
|
|
(3) |
|
For Mr. Mathews, the
Fund Complex also includes the following investment
companies: ING Series Fund, Inc.; ING Strategic Allocation
Portfolios, Inc.; ING Variable Funds; ING Variable Portfolios,
Inc.; ING VP Balanced Portfolio, Inc.; ING VP Intermediate Bond
Portfolio; and ING VP Money Market Portfolio.
|
|
(4) |
|
Mr. Boyer held a seat on the
Board of Directors of The Mark Twain House & Museum
from September 1989 to November 2005. ING Groep N.V. makes
non-material, charitable contributions to The Mark Twain
House & Museum.
|
|
(5) |
|
Messrs. Mathews and Crispin
are deemed to be interested persons of the Fund as
defined in the 1940 Act because of their relationship with ING
Groep, N.V., the parent corporation of the Manager, ING
Investment Manager.
|
|
(6) |
|
ING Investments, LLC was previously
named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC
is the successor in interest to ING Pilgrim Investments, Inc.,
which was previously known as Pilgrim Investments, Inc. and
before that was known as Pilgrim America Investments, Inc.
|
|
(7) |
|
ING Funds Distributor, LLC is the
successor in interest to ING Funds Distributor, Inc., which was
previously known as ING Pilgrim Securities, Inc., and before
that was known as Pilgrim Securities, Inc., and before that was
known as Pilgrim America Securities, Inc.
|
|
(8) |
|
ING Funds Services, LLC was
previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC
is the successor in interest to ING Pilgrim Group, Inc., which
was previously known as Pilgrim Group, Inc. and before that was
known as Pilgrim America Group, Inc.
|
31
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
|
|
|
|
and Length of
|
|
Principal Occupation(s)
|
Name, Address and Age
|
|
Position(s) Held with Fund
|
|
Time
Served(1)
|
|
during the Past 5 Years
|
|
Shaun P.
Mathews(5)
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53
|
|
President and Chief Executive Officer
|
|
November 2006 Present
|
|
President and Chief Executive Officer, ING Investments, LLC
(November 2006 Present). Formerly, President, ING
Mutual Funds and Investment Products (November 2004
November 2006); and Chief Marketing Officer, ING USFS (April
2002 October 2004).
|
|
|
|
|
|
|
|
Michael J. Roland
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 50
|
|
Executive Vice President
|
|
July 2005 Present
|
|
Head of Mutual Fund Platform (February 2007
Present) and Executive Vice President, ING Investments,
LLC(2)
and ING Funds Services,
LLC(3)
(December 2001 Present). Formerly, Executive Vice
President, Head of Product Management (January 2005
January 2007); Chief Compliance Officer, ING Investments,
LLC(2)
and Directed Services
LLC(6)
(October 2004 December 2005); 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: 58
|
|
Executive Vice President
|
|
July 2005 Present
|
|
Executive Vice President, ING Investments,
LLC(2)
(July 2000 Present) and Chief Investment Risk
Officer, ING Investments,
LLC(2)
(January 2003 Present).
|
|
|
|
|
|
|
|
Joseph M. ODonnell
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54
|
|
Executive Vice President and Chief Compliance Officer
|
|
March 2006 Present
July 2005 Present
|
|
Chief Compliance Officer of the ING Funds (November
2004 Present) and Executive Vice President of the
ING Funds (March 2006 Present). Formerly, Chief
Compliance Officer of ING Investments,
LLC(2)
(March 2006 July 2008); Investment Advisor Chief
Compliance Officer, Directed Services
LLC(6)
(March 2006 July 2008) ING Life Insurance and
Annuity Company (March 2006 December 2006); and 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: 41
|
|
Senior Vice President, Chief/Principal Financial Officer and
Assistant Secretary
|
|
July 2005 Present
|
|
Senior Vice President, ING Funds Services,
LLC(3)
(March 2005 Present). Formerly, Vice President, ING
Funds Services,
LLC(3)
(September 2002 March 2005).
|
|
|
|
|
|
|
|
Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44
|
|
Senior Vice President
|
|
July 2005 Present
|
|
Senior Vice President, ING Investments,
LLC(2)
(October 2003 Present).
|
|
|
|
|
|
|
|
Robert Terris
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 38
|
|
Senior Vice President
|
|
May 2006 Present
|
|
Senior Vice President, Head of Division Operations, ING
Funds Services,
LLC(3)
(May 2006 Present). Formerly, Vice President of
Administration, ING Funds Services,
LLC(3)
(October 2001 May 2006).
|
32
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
|
|
|
|
and Length of
|
|
Principal Occupation(s)
|
Name, Address and Age
|
|
Position(s) Held with Fund
|
|
Time
Served(1)
|
|
during the Past 5 Years
|
|
|
|
|
|
|
|
|
Ernest J. CDeBaca
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 39
|
|
Senior Vice President
|
|
May 2006 Present
|
|
Chief Compliance Officer, ING Investments,
LLC(2)(July
2008 Present); Investment Advisor Chief Compliance
Officer, Directed Services
LLC(6)
(July 2008 Present); Head of Retail Compliance, ING
Funds Distributor,
LLC(4)
and ING Funds Services,
LLC(3),
(July 2008 Present); and Senior Vice President, ING
Investments,
LLC(2)
(December 2006 Present), ING Funds Services,
LLC(3)
(April 2006 Present), ING Funds Distributor,
LLC(4)
(July 2008 Present), and Directed Services
LLC(6)
(July 2008 Present). Formerly, Counsel, ING
Americas, U.S. Legal Services (January 2004 March
2006).
|
|
|
|
|
|
|
|
Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 41
|
|
Vice President and Treasurer
|
|
July 2005 Present
|
|
Vice President and Treasurer, ING Funds Services,
LLC(3)
(November 1995 Present) and ING Investments,
LLC(2)
(August 1997 Present).
|
|
|
|
|
|
|
|
Lauren D. Bensinger
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 55
|
|
Vice President
|
|
July 2005 Present
|
|
Vice President and Chief Compliance Officer, ING Funds
Distributor,
LLC(4)
(August 1995 Present); Vice President, ING
Investments,
LLC(2)
and ING Funds Services,
LLC(3)(February
1996 Present); and Director of Compliance, ING
Investments,
LLC(2)
(October 2004 Present). Formerly, Chief Compliance
Officer, ING Investments,
LLC(2)
(October 2001 October 2004).
|
|
|
|
|
|
|
|
William Evans
10 State House Square
Hartford, Connecticut 06103
Age: 36
|
|
Vice President
|
|
September 2007 Present
|
|
Vice President, Head of Mutual Fund Advisory Group (April
2007 Present). Formerly, Vice President, U.S. Mutual
Funds and Investment Products (May 2005 April
2007) and Senior Fund Analyst, U.S. Mutual Funds and
Investment Products (May 2002 May 2005).
|
|
|
|
|
|
|
|
Maria M. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 50
|
|
Vice President
|
|
July 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).
|
|
|
|
|
|
|
|
Denise Lewis
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45
|
|
Vice President
|
|
January 2007 Present
|
|
Vice President, ING Funds Services, LLC (December
2006 Present). Formerly, Senior Vice President, UMB
Investment Services Group, LLC (November 2003
December 2006).
|
|
|
|
|
|
|
|
Kimberly K. Springer
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51
|
|
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) and Manager,
Registration Statements, ING Funds Services,
LLC(3)
(May 2003 August 2004).
|
|
|
|
|
|
|
|
Susan P. Kinens
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 32
|
|
Assistant Vice President
|
|
July 2005 Present
|
|
Assistant Vice President, ING Funds Services,
LLC(3)
(December 2002 Present).
|
33
TRUSTEE
AND OFFICER INFORMATION
(Unaudited)
(continued)
|
|
|
|
|
|
|
|
|
|
|
Term of Office
|
|
|
|
|
|
|
and Length of
|
|
Principal Occupation(s)
|
Name, Address and Age
|
|
Position(s) Held with Fund
|
|
Time
Served(1)
|
|
during the Past 5 Years
|
|
|
|
|
|
|
|
|
Craig Wheeler
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 39
|
|
Assistant Vice President
|
|
May 2008 Present
|
|
Assistant Vice President Director of Tax, ING Funds
Services (March 2008 Present). Formerly, Tax
Manager, ING Funds Services (March 2005 March 2008);
and Tax Senior, ING Funds Services (January 2004
March 2005).
|
|
|
|
|
|
|
|
Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45
|
|
Secretary
|
|
July 2005 Present
|
|
Chief Counsel, ING Americas, U.S. Legal Services (September
2003 Present).
|
|
|
|
|
|
|
|
Theresa K. Kelety
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 46
|
|
Assistant Secretary
|
|
July 2005 Present
|
|
Senior Counsel, ING Americas, U.S. Legal Services (April
2008 Present). Formerly, Counsel, ING Americas, U.S.
Legal Services (April 2003 April 2008).
|
|
|
|
|
|
|
|
Kathleen Nichols
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 33
|
|
Assistant Secretary
|
|
May 2008 Present
|
|
Counsel, ING Americas, U.S. Legal Services (February
2008 Present). Formerly, Associate,
Ropes & Gray LLP (September 2005 February
2008).
|
|
|
|
(1) |
|
The officers hold office until the
next annual meeting of the Trustees and until their successors
shall have been elected and qualified.
|
|
(2) |
|
ING Investments, LLC was previously
named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC
is the successor in interest to ING Pilgrim Investments, Inc.,
which was previously known as Pilgrim Investments, Inc. and
before that was known as Pilgrim America Investments, Inc.
|
|
(3) |
|
ING Funds Services, LLC was
previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC
is the successor in interest to ING Pilgrim Group, Inc., which
was previously known as Pilgrim Group, Inc. and before that was
known as Pilgrim America Group, Inc.
|
|
(4) |
|
ING Funds Distributor, LLC is the
successor in interest to ING Funds Distributor, Inc., which was
previously known as ING Pilgrim Securities, Inc., and before
that was known as Pilgrim Securities, Inc., and before that was
known as Pilgrim America Securities, Inc.
|
|
(5) |
|
Mr. Mathews commenced services
as CEO and President of the ING Funds on November 11, 2006.
|
|
(6) |
|
Directed Services LLC is the
successor in interest to Directed Services, Inc.
|
34
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, ING Global Advantage and Premium Opportunity
Funds (the Fund) existing investment advisory
and sub-advisory contracts will remain in effect only if the
Board of Trustees (the Board) of the Fund, including
a majority of Board members who have no direct or indirect
interest in the advisory and sub-advisory contracts, and who are
not interested persons of the Fund, as such term is
defined under the 1940 Act (the Independent
Trustees), annually review and approve them. Thus, at a
meeting held on November 14, 2008, the Board, including a
majority of the Independent Trustees, considered whether to
renew the investment advisory contract (the Advisory
Contract) between ING Investments, LLC (the
Adviser) and the sub-advisory contract
(Sub-Advisory Contract) with ING Investment
Management Co. the sub-adviser to the Fund (the
Sub-Adviser).
The Independent Trustees also held separate meetings on October
24 and November 12, 2008 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 14, 2008 meeting, the Board voted to renew
the Advisory and Sub-Advisory Contracts for the Fund. In
reaching these decisions, the Board took into account
information furnished to it throughout the year at regular
meetings of the Board and the Boards committees, as well
as information prepared specifically in connection with the
annual renewal process. Determinations by the Independent
Trustees also took into account various factors that they
believed, in light of the legal advice furnished to them by
K&L Gates LLP (K&L Gates), their
independent legal counsel, and their own business judgment, to
be relevant. Further, while the Advisory Contract and
Sub-Advisory Contract were considered at the same Board meeting,
the Trustees considered the Funds advisory and
sub-advisory relationships separately.
Provided below is an overview of the Boards contract
approval process in general, as well as a discussion of certain
specific factors that the Board considered at its renewal
meeting. While the Board gave its attention to the information
furnished, at its request, that was most relevant to its
considerations, discussed below are a number of the primary
factors relevant to the Boards consideration as to whether
to renew the Advisory and Sub-Advisory Contracts for the
one-year period ending November 30, 2009. Each Board member
may have accorded different weight to the various factors in
reaching his or her conclusions with respect to the Funds
advisory and sub-advisory arrangements.
Overview of the
Contract Renewal and Approval Process
Several years ago, the Independent Trustees instituted a revised
process by which they seek and consider relevant information
when they decide whether to approve new or existing advisory and
sub-advisory arrangements for the investment companies in the
ING Funds complex under their jurisdiction, including the
Funds existing Advisory and Sub-Advisory Contracts. Among
other actions, the Independent Trustees: retained the services
of independent consultants with experience in the mutual fund
industry to assist the Independent Trustees in working with the
personnel employed by the Adviser or its affiliates who
administer the Fund (Management) to identify the
types of information presented to the Board to inform its
deliberations with respect to advisory and sub-advisory
relationships and to help evaluate that information; established
a specific format in which certain requested information is
provided to the Board; and determined the process for reviewing
such information in connection with advisory and sub-advisory
contract renewals and approvals. The end result was an enhanced
process which is currently employed by the Independent Trustees
to review and analyze information in connection with their
annual renewal of the ING Funds advisory and sub-advisory
contracts, as well as their review and approval of new advisory
relationships.
Since the current renewal and approval process was first
implemented, the Boards membership has changed
substantially through periodic retirements of some Trustees and
the appointment and election of new Trustees. In addition,
throughout this period the Independent Trustees have reviewed
and refined the renewal and approval process at least annually.
The Board also established a Contracts Committee and two
Investment Review Committees, including the
35
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 ING Funds 15(c) Methodology Guide. This Guide
was developed under the direction of the Independent
Trustees and sets out a blueprint pursuant to which the
Independent Trustees request certain information that they deem
important to facilitate an informed review in connection with
initial and annual approvals of advisory and sub-advisory
contracts.
Management provides certain of the information requested by the
15(c) Methodology Guide in Fund Analysis and
Comparison Tables (FACT sheets) prior to the
Independent Trustees review of advisory and sub-advisory
arrangements (including the Funds Advisory and
Sub-Advisory Contracts). The Independent Trustees previously
retained an independent firm to verify and test the accuracy of
certain FACT sheet data for a representative sample of funds in
the ING Funds complex. In addition, in 2007 and 2008, 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, 2009. 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,
2009, 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 14, 2008 Board meeting
included, among other information, the following items for the
Fund: (1) FACT sheets that provided information regarding
the performance and expenses of the Fund and other similarly
managed funds in its SPG, as well as information regarding the
Funds investment portfolio, objective and strategies;
(2) reports providing risk and attribution analyses of the
Fund; (3) the 15(c) Methodology Guide, which
describes how the FACT sheets were prepared, including the
manner in which the Funds benchmark and SPG was selected
and how profitability was determined; (4) responses from
the Adviser and Sub-Adviser to a series of questions posed by
K&L Gates on behalf of the Trustees; (5) copies of the
forms of Advisory Contract and Sub-Advisory Contract;
(6) copies of the Forms ADV for the Adviser and
Sub-Adviser; (7) financial statements for the Adviser and
Sub-Adviser; (8) a draft of a narrative summary addressing
key factors the Board customarily considers in evaluating the
renewals of the ING Funds (including the Funds)
advisory contracts and sub-advisory contracts, including a
written analysis for the Fund of how performance, fees and
expenses compare to its SPG and designated benchmark;
(9) independent analyses of Fund performance by the
Trusts Chief Investment Risk Officer;
(10) information regarding net asset flows into and out of
the Fund; and (11) other information relevant to the
Boards evaluations.
36
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
The Funds common shares were used for purposes of certain
comparisons to the funds in its SPG. Common shares were selected
because they are the only Fund 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 the
sub-advisers that are recommended to the Board to manage the
investment portfolios of the funds in the ING Funds complex. The
Board noted the resources that the Adviser has committed to the
Board and the I/B/F IRC to assist the Board and the I/B/F IRC
with their assessment of the investment performance of the Fund
on an ongoing basis throughout the year. This includes the
appointment of a Chief Investment Risk Officer and his staff,
who report directly to the Board and who have developed
attribution analyses and other metrics used by the Boards
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.
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
Trusts Chief Compliance Officer (CCO)
evaluating whether the regulatory compliance systems and
procedures of the Adviser and Sub-Adviser are reasonably
designed to assure compliance with the federal securities laws,
including those related to, among others, late trading and
market timing, best execution, fair value pricing, proxy voting
and trade allocation practices. The Board also took into account
the CCOs annual and periodic reports and recommendations
with respect to service provider compliance programs. In this
regard, the Board also considered the policies and procedures
developed by the CCO in consultation with the Boards
Compliance Committee that guide the CCOs compliance
oversight function.
The Board reviewed the level of staffing, quality and experience
of the Funds portfolio management team. The Board took
into account the respective resources and reputations of the
Adviser and Sub-Adviser, and evaluated the ability of the
Adviser and Sub-Adviser to attract and retain qualified
investment advisory personnel. The Board also considered the
adequacy of the resources committed to the Fund (and other
relevant funds in the ING Funds complex) by the Adviser and
Sub-Adviser, and whether those resources are commensurate with
the needs of the Fund and are sufficient to sustain appropriate
levels of performance and compliance needs.
Based on their deliberations and the materials presented to
them, the Board concluded that the advisory and related services
provided by the Adviser and Sub-Adviser are appropriate in light
of the Funds operations, the competitive landscape of the
investment company business, and investor needs, and that the
nature and quality of the overall services provided by the
Adviser and Sub-Adviser were appropriate.
Fund Performance
In assessing the Funds advisory and sub-advisory
relationships, the Board placed emphasis on the net investment
returns of the Fund. While the Board considered the performance
reports and discussions with portfolio managers at Board and
committee meetings during the year, particular attention in
assessing performance was given to the FACT sheets furnished in
connection with the renewal process. The FACT sheet prepared for
the Fund included its investment performance compared to the
Funds Morningstar category median, Lipper category median,
SPG and primary benchmark. The FACT sheet performance data was
as of June 30, 2008. In addition, the Board also considered
at its November 14, 2008 meeting certain additional data
regarding
37
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
performance and the Funds asset level as of
October 31, 2008.
The Funds performance was compared to its Morningstar
category median and its primary benchmark, a broad-based
securities market index that appears in the Funds
prospectus. With respect to Morningstar quintile rankings, the
first quintile represents the highest (best) performance and the
fifth quintile represents the lowest performance.
In considering whether to approve the renewal of the Advisory
and Sub-Advisory Contracts for the Fund, the Board considered
that, based on performance data for the periods ended
June 30, 2008: (1) the Fund underperformed its
Morningstar category median for all periods presented, with the
exception of the most recent calendar quarter, during which it
outperformed; (2) the Fund outperformed its primary
benchmark for all periods presented; and (3) the Fund is
ranked in the third quintile of its Morningstar category for all
periods presented.
Economies of
Scale
When evaluating the reasonableness of advisory fee rates, the
Board also considered whether economies of scale will be
realized by the Adviser as the Fund grows larger and the extent
to which any such economies are reflected in contractual fee
rates. In this regard, the Board considered the compensation
under an Advisory Contract with level fees that does not include
breakpoints, taking into account that the Fund is a closed-end
fund. The Board also considered the extent to which economies of
scale could be realized through waivers, reimbursements or
expense reductions.
In evaluating economies of scale, the Independent Trustees also
considered prior periodic management reports and industry
information on this topic, and the Independent Trustees who were
Board members at that time also considered a November 2006
evaluation and analysis presented to them by an independent
consultant regarding fee breakpoint arrangements and economies
of scale.
The Board also considered that the Fund had experienced material
declines in assets, especially during October 2008, due to
general market declines precipitated by the credit crises and
other generally adverse market developments. As a result of this
asset decline, the Board considered that there were fewer
opportunities to realize economies of scale.
Information
Regarding Services to Other Clients
The Board requested and, if received, considered, information
regarding the nature of services and fee rates offered by the
Adviser and Sub-Adviser to other clients, including other
registered investment companies and institutional accounts. The
Board also noted that the fee rates charged to the Fund and
other institutional clients of the Adviser or the Sub-Adviser
(including other investment companies) may differ materially due
to, among other reasons: differences in services; different
regulatory requirements associated with registered investment
companies, such as the Fund, as compared to non-registered
investment company clients; market differences in fee rates that
existed when the Fund first was organized; differences in the
original sponsors of the Fund that now are managed by the
Adviser; investment capacity constraints that existed when
certain contracts were first agreed upon or that might exist at
present; and different pricing structures that are necessary to
be competitive in different marketing channels.
Fee Rates and
Profitability
The Board reviewed and considered the contractual investment
advisory fee rate payable by the Fund to the Adviser. The Board
also considered the contractual sub-advisory fee rate payable by
the Adviser to the Sub-Adviser for sub-advisory services for the
Fund. In addition, the Board considered fee waivers and expense
limitations applicable to the fees payable by the Fund.
The Board considered 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.
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,
38
ADVISORY
CONTRACT APPROVAL DISCUSSION
(Unaudited)
(continued)
including that: (a) the management fee (inclusive of a
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. In analyzing
this fee data, the Board took into account that closed-end funds
have unique distribution characteristics and their pricing
structures are highly driven by the market and competitive
environment at the time of their initial offering when their fee
structures were established.
The Board considered information on revenues, costs and profits
realized by the Adviser, which was prepared by Management in
accordance with the allocation methodology (including related
assumptions) specified in the 15(c) Methodology Guide. In
analyzing the profitability of the Adviser in connection with
its services to the Fund, the Board took into account the
sub-advisory fee rate payable by the Adviser to the Sub-Adviser.
The Board also considered information that it requested and was
provided by Management with respect to the profitability of
service providers affiliated with the Adviser, as well as
information provided by the Sub-Adviser with respect to its
profitability. Further, the Board considered that the decline in
asset level of the Fund caused by recent adverse economic
conditions was likely to cause a similar decline in any profits
realized by the Adviser and Sub-Adviser.
The Board determined that it had requested and received
sufficient information to gain a reasonable understanding
regarding the 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 Advisers and Sub-Adviser.
Conclusion
After its deliberation, the Board reached the following
conclusions: (1) the Funds management fee rate is
reasonable in the context of all factors considered by the
Board; (2) the Funds expense ratio is reasonable in
the context of all factors considered by the Board; (3) the
Funds performance is reasonable in the context of all
factors considered by the Board; and (4) the sub-advisory
fee rate payable by the Adviser to the Sub-Adviser is reasonable
in the context of all factors considered by the Board. Based on
these conclusions and other factors, the Board voted to renew
the Advisory and Sub-Advisory Contracts for the Fund for the
year ending November 30, 2009. During this renewal process,
different Board members may have given different weight to
different individual factors and related conclusions.
39
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. During the reporting period, Vincent Costa has been added
as a portfolio manager to the Fund and Omar Aguilar is no longer
a portfolio manager.
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 quarterly Dividends.
Therefore, the period during which Open-Market Purchases can be
made will exist only from the payment date of each Dividend
through the date before the next
ex-dividend
date, which typically will be approximately ten days.
If, before the Plan Agent has completed its Open-Market
Purchases, the market price per common share exceeds the net
asset value per Common Share, the average per Common Share
purchase price paid by the Plan Administrator may exceed the net
asset value of the Common Shares, resulting in the acquisition
of fewer Common Shares than if the Dividend had been paid in
Newly Issued Common Shares on the Dividend payment date. Because
of the foregoing difficulty with respect to Open-Market
Purchases, the Plan provides that if the Plan Agent is unable to
invest the full Dividend amount in Open-Market Purchases during
the purchase period or if the market discount shifts to a market
premium during the purchase period, the Plan Agent will cease
making Open-Market Purchases
40
ADDITIONAL
INFORMATION (Unaudited)
(continued)
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 2009 DIVIDENDS:
|
|
|
|
|
DECLARATION
|
|
EX-DIVIDEND
|
|
PAYABLE
|
DATE
|
|
DATE
|
|
DATE
|
|
March 20, 2009
|
|
April 1, 2009
|
|
April 15, 2009
|
June 20, 2009
|
|
July 1, 2009
|
|
July 15, 2009
|
September 21, 2009
|
|
October 1, 2009
|
|
October 15, 2009
|
December 21, 2009
|
|
December 29, 2009
|
|
January 15, 2010
|
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: IGA).
Repurchase of
Securities by Closed-End Companies
In accordance with Section 23(c) of the 1940 Act, and
Rule 23c-1
under the 1940 Act the Fund may from time to time purchase
shares of beneficial interest of the Fund in the open market, in
privately negotiated transactions and/or purchase shares to
correct erroneous transactions.
Number of
Shareholders
The approximate number of record holders of Common Stock as of
February 28, 2009 was 13,977, which does not include
beneficial owners of shares held in the name of brokers of other
nominees.
Certifications
In accordance with Section 303A.12 (a) of the New York
Stock Exchange Listed Company Manual, the Funds CEO
submitted the Annual CEO Certification on May 21, 2008
certifying that he was not aware, as of that date, of any
violation by the Fund of the NYSEs Corporate governance
listing standards. In addition, as required by Section 302
of the Sarbanes-Oxley Act of 2002 and related SEC rules,
the Funds principal executive and financial officers have
made quarterly certifications, included in filings with the SEC
on
Forms N-CSR
and N-Q,
relating to, among other things, the Funds disclosure
controls and procedures and internal controls over financial
reporting.
41
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
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
One Wall Street
New York, New York 10286
Legal Counsel
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006
Toll-Free
Shareholder Information
Call us from 9:00 a.m. to 7:00 p.m. Eastern time on
any business day for account or other information, at
(800) 992-0180
Item 2. Code of Ethics.
As of the end of the period covered by this report, Registrant had adopted a code of ethics, as
defined in Item 2 of Form N-CSR, that applies to the Registrants principal executive officer and
principal financial officer. There were no amendments to the Code during the period covered by the
report. The Registrant did not grant any waivers, including implicit waivers, from any provisions
of the Code during the period covered by this report. The code of ethics is filed
herewith pursuant
to Item 10(a)(l), Exhibit 99,CODE ETH.
Item 3. Audit Committee Financial Expert.
The Board
of Trustees has determined that J. Michael Earley and Peter S. Drotch
are audit committee financial experts,
as defined in Item 3 of Form N-CSR. Mr. Earley and Mr.
Drotch are independent for purposes of Item 3 of Form
N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) |
|
Audit Fees: The aggregate fees billed for each of the last two fiscal years for
professional services rendered by KPMG LLP (KPMG), the principal accountant for the audit of
the registrants annual financial statements, for services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements for the fiscal
year were $22,000 for the year ended February 28, 2009 and
$22,000 for year ended February 29,
2008. |
|
(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 seasonably related to the
performance of the audit of the registrants financial statements and are not reported under
paragraph (a) of this Item were $4,225 for the year ended
February 28, 2009 and $0 for the
year ended February 29, 2008. |
|
(c) |
|
Tax Fees: The aggregate fees billed in each of the last two fiscal years for
professional services rendered by KPMG for tax compliance, tax advice, and tax planning were
$7,486 in the year ended February 28, 2009 and $6,415 in the year
ended February 29, 2008.
Such services included review of excise distribution calculations (if applicable),
preparation of the Funds federal state and excise tax returns, tax services related to
mergers and routine consulting. |
|
(d) |
|
All Other Fees: The aggregate fees billed in each of
the last two fiscal years for all other fees were $5,000 for the year
ended February 28, 2009 and $0 for the year ended February 29, 2008. |
|
(e)(1) |
|
Audit Committee Pre-Approval Policies and Procedures |
AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY
I. Statement of Principles
Under the Sarbanes-Oxley Act of 2002 (the Act), the Audit Committee of the Board of
Directors or Trustees (the Committee) of the ING Funds (each a Fund, collectively, the
Funds) set out on Exhibit A to this Audit and Non-Audit Services Pre-Approval
Policy (Policy) is responsible for the oversight of the work of the Funds independent
auditors. As part of its responsibilities, the Committee must pre-approve the audit and
non-audit services performed by the auditors in order to assure that the provision of these
services does not impair the auditors independence from the Funds. The Committee has
adopted, and the Board has ratified, this Policy, which sets out the procedures and
conditions under which the services of the independent auditors may
be pre-approved.
Under
Securities and Exchange Commission (SEC) rules promulgated in accordance with the Act, the Funds may establish two different approaches to pre-approving audit and non-audit
services. The Committee may approve services without consideration of specific case-by-case
services (general pre-approval) or it may pre-approve specific services (specific
pre-approval). The Committee believes that the combination of these approaches
contemplated in this Policy results in an effective and efficient method for pre-approving
audit and non-audit services to be performed by the Funds independent auditors. Under this
Policy, services that are not of a type that may receive general pre-approval require
specific pre-approval by the Committee. Any proposed services that exceed pre-approved cost
levels or budgeted amounts will also require the Committees specific pre-approval.
For both types of approval, the Committee considers whether the subject services are
consistent with the SECs rules on auditor independence and that such services are
compatible with maintaining the auditors independence. The Committee also considers
whether a particular audit firm is in the best position to provide effective and
efficient services to the Funds. Reasons that the auditors are in the best position
include the auditors familiarity with the Funds business,
personnel, culture, accounting systems, risk profile, and other factors, and whether the
services will enhance the Funds ability to manage and control risk or improve audit quality. Such
factors will be considered as a whole, with no one factor being determinative.
The appendices attached to this Policy describe the audit, audit-related, tax-related, and
other services that have the Committees general pre-approval. For any service that has been
approved through general pre-approval, the general pre-approval will remain in place for
a period 12 months from the date of pre-approval, unless the Committee determines that a
different period is appropriate. The Committee will annually review and pre-approve the
services that may be provided by the independent auditors without specific pre-approval The
Committee will revise the list of services subject to general pre-approval as appropriate.
This Policy does not serve as a delegation to Fund management of the Committees duty to
pre-approve services performed by the Funds independent auditors.
II. Audit Services
The annual audit services engagement terms and fees are subject to the Committees specific
pre-approval. Audit services are those services that are normally provided by auditors in
connection with statutory and regulatory filings or engagements or those that generally only
independent auditors can reasonably provide. They include the Funds annual financial statement
audit and procedures that the independent auditors must perform in order to form an opinion on
the Funds financial statements (e.g., information systems and procedural reviews and testing).
The Committee will monitor the audit services engagement and approve any changes in terms,
conditions or fees deemed by the Committee to be necessary or appropriate.
The Committee may grant general pre-approval to other audit services, such as statutory
audits and services associated with SEC registration statements, periodic reports and other
documents filed with the SEC or issued in connection with securities offerings.
The Committee has pre-approved the audit services
listed on Appendix A. The Committee must
specifically approve all audit services not listed on Appendix A. |
III. Audit-related Services
Audit-related services are assurance and related services that are reasonably related to the
performance of the audit or the review of the Funds financial statements or are traditionally
performed by the independent auditors. The Committee believes that the provision of
audit-related services will not impair the independent auditors independence, and therefore may
grant pre-approval to audit-related services. Audit-related services include accounting
consultations related to accounting, financial reporting or disclosure matters not classified as
audit services; assistance with understanding and implementing new accounting and financial
reporting guidance from rulemaking authorities; agreed-upon or expanded audit procedures
relating to accounting and/or billing records required to respond to or comply with financial,
accounting or regulatory reporting matters; and assistance with internal control reporting
requirements under Form N-SAR or Form N-CSR.
The Committee has pre-approved the audit-related services listed on Appendix B. The
Committee must specifically approve all audit-related services not listed on Appendix B.
IV. Tax Services
The Committee believes the independent auditors can provide tax services to the Funds,
including tax compliance, tax planning, and tax advice, without compromising the auditors
independence. Therefore, the Committee may grant general pre-approval with respect to tax
services historically provided by the Funds independent auditors that do not, in the
Committees view, impair auditor independence and that are consistent with the SECs rules on
auditor independence.
The Committee will not grant pre-approval if the independent auditors initially recommends a
transaction the sole business purpose of which is tax avoidance and the tax treatment of which
may not be supported in the Internal Revenue Code and related regulations. The Committee may
consult
2
outside counsel to determine
that tax planning and reporting positions are consistent with this Policy.
The Committee has pre-approved
the tax-related services listed on Appendix C. The Committee must
specifically approve all tax-related services not listed on Appendix C.
V. Other Services
The Committee believes it may grant approval of non-audit services that are permissible services
for independent auditors to a Fund. The Committee has determined to grant general pre-approval to
other services that it believes are routine and recurring, do not impair auditor independence, and
are consistent with SEC rules on auditor independence.
The Committee has pre-approved the non-audit services listed on Appendix D. The Committee must
specifically approve all non-audit services not listed on Appendix D.
A list of the SECs prohibited non-audit services is attached to this Policy as Appendix E. The
SECs rules and relevant guidance should be consulted to determine the precise definitions of these
impermissible services and the applicability of exceptions to certain of the SECs prohibitions.
VI. Pre-approval of Fee levels and Budgeted Amounts
The Committee will annually establish pre-approval fee levels or budgeted amounts for audit,
audit-related, tax and non-audit services to be provided to the Funds
by the independent auditors.
Any proposed services exceeding these levels or amounts require the Committees specific
pre-approval. The Committee considers fees for audit and non-audit services when deciding whether
to pre-approve services. The Committee may determine, for a pre-approval period of 12 months, the
appropriate ratio between the total amount of fees for the Funds audit, audit-related, and tax
services (including fees for services provided to Fund affiliates that are subject to
pre-approval), and the total amount of fees for certain permissible non-audit services for the Fund
classified as other services (including any such services provided to Fund affiliates that are
subject to pre-approval).
VII. Procedures
Requests or applications for services to be provided by the independent auditors will be submitted
to management. If management determines that the services do not fall within those services
generally pre-approved by the Committee and set out in the appendices to these procedures,
management will submit the services to the Committee or its delagee. Any such submission will
include a detailed description of the services to be rendered. Notwithstanding this paragraph, the
Committee will, on a quarterly basis, receive from the independent auditors a list of services
provided for the previous calendar quarter on a cumulative basis by the auditors during the
Pre-Approval Period.
3
VIII. Delegation
The Committee may delegate pre-approval authority to one or more of the Committees members.
Any member or members to whom such pre-approval authority is delegated must report any
pre-approval decisions, including any pre-approved services, to the Committee at its next
scheduled meeting. The Committee will identify any member to whom pre-approval authority is
delegated in writing. The member will retain such authority for a period of 12 months from the
date of pre-approval unless the Committee determines that a different period is appropriate.
The period of delegated authority may be terminated by the Committee or at the option of the
member.
IX. Additional Requirements
The Committee will take any measures the Committee deems necessary or appropriate to
oversee the work of the independent auditors and to assure the auditors independence from the
Funds. This may include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the Funds, consistent with Independence Standards Board
No. 1, and discussing with the auditors their methods and procedures for ensuring
independence.
Effective
April 23, 2008, the KPMG LLP (KPMG) audit team for the ING Funds accepted the
global responsibility for monitoring the auditor independence for KPMG relative to the ING
Funds. Using a proprietary system called Sentinel, the audit team is able to identify and
manage potential conflicts of interest across the member firms of the KPMG International
Network and prevent the provision of prohibited services to the ING entities that would impair
KPMG independence with the respect to the ING Funds. In addition to receiving pre-approval
from the ING Funds Audit Committee for services provided to the ING Funds and for services for
ING entities in the Investment Company Complex, the audit team has developed a process for
periodic notification via email to the ING Funds Audit Committee Chairpersons regarding
requests to provide services to ING Groep NV and its affiliates from KPMG offices worldwide.
Additionally, KPMG provides a quarterly summary of the fees for services that have commenced
for ING Groep NV and Affiliates at each Audit Committee Meeting.
4
Appendix A
Pre-Approved Audit
Services for the Pre-Approval Period January 1, 2009 through
December 31, 2009
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fee Range |
Statutory audits or
financial audits (including
tax services associated
with audit services)
|
|
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, 2009
through December 31, 2009
|
|
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Services related to Fund
mergers (Excludes tax services
- See Appendix C for tax
services associated with Fund
mergers)
|
|
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 SBC 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, 2009 through
December 31, 2009
|
|
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Preparation of
federal and state
income tax returns
and federal excise
tax returns for the
Funds including
assistance and
review with excise
tax distributions
|
|
ü
|
|
|
|
As presented to
Audit
Committee2 |
|
Review of IRC
Sections 851(b) and
817(h)
diversification
testing on a
real-time basis
|
|
ü
|
|
|
|
As presented to
Audit
Committee2 |
|
Assistance and
advice regarding
year-end reporting
for 1099s
|
|
ü
|
|
|
|
As presented to
Audit
Committee2 |
|
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, 2009 through
December 31, 2009
|
|
|
|
|
|
|
Service |
|
The Fund(s) |
|
Fund Affiliates |
|
Fee Range |
Agreed-upon procedures for
Class B share 12b-l programs
|
|
|
|
ü
|
|
Not to exceed
$60,000
during the Pre-Approval
Period |
|
Security counts performed
pursuant to Rule 17f-2 of
the 1940 Act (i.e., counts
for Funds holding securities
with affiliated sub-custodians)
Cost to be borne 50% by the
Funds and 50% by ING
Investments, LLC.
|
|
ü
|
|
ü
|
|
Not to exceed
$5,000 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, 2009
|
|
|
Bookkeeping or other services related to the accounting records or financial
statements of the Funds |
|
|
|
|
Financial information systems design and implementation |
|
|
|
|
Appraisal or valuation services, fairness opinions, or contribution-in-kind reports |
|
|
|
|
Actuarial services |
|
|
|
|
Internal audit outsourcing services |
|
|
|
|
Management functions |
|
|
|
|
Human resources |
|
|
|
|
Broker-dealer, investment adviser, or investment banking services |
|
|
|
|
Legal services |
|
|
|
|
Expert services unrelated to the audit |
|
|
|
|
Any other service that the Public Company Accounting Oversight Board determines, by
regulation, is impermissible |
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 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 $1,637,485 for the year ended February
28, 2009 and $1,394,538 for year ended February 29, 2008. |
|
(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. |
|
b. |
|
Not applicable. |
Item 6. Schedule of Investments.
Schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed End Management Investment companies.
ING FUNDS
PROXY VOTING PROCEDURES AND GUIDELINES
Effective Date: July 10, 2003
Revision Date: March 27, 2009
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.
|
|
|
1 |
|
The independent Trustees/Directors are those Board
members who are not interested persons of the Funds within the meaning of
Section 2(a)(19) of the Investment Company Act of 1940. |
2
When a Fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by
the master fund will be voted pursuant to the master funds proxy voting policies and procedures.
As such, and except as otherwise noted herein with respect to vote reporting requirements, feeder
Funds shall not be subject to these Procedures and Guidelines.
IV. APPROVAL AND REVIEW OF PROCEDURES
Each Funds Adviser has adopted proxy voting procedures in connection with the voting of portfolio
securities for the Funds as attached hereto in Exhibit 2. The Board hereby approves such
procedures. All material changes to the Adviser Procedures must be approved by the Board or the
Compliance Committee prior to implementation; however, the President or Chief Financial Officer of
a Fund may make such non-material changes as they deem appropriate, subject to ratification by the
Board or the Compliance Committee at its next regularly scheduled meeting.
V. VOTING PROCEDURES AND GUIDELINES
The Guidelines that are set forth in Exhibit 3 hereto specify the manner in which the Funds
generally will vote with respect to the proposals discussed therein.
Unless otherwise noted, the defined terms used hereafter shall have the same meaning as defined in
the Adviser Procedures
A. Routine Matters
The Agent shall be instructed to submit a vote in accordance with the Guidelines where such
Guidelines provide a clear For, Against, Withhold or Abstain on a proposal.
However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator
for instructions as if it were a matter requiring case-by-case consideration under
circumstances where the application of the Guidelines is unclear, it appears to involve
unusual or controversial issues, or an Investment Professional (as such term is defined for
purposes of the Adviser Procedures) recommends a vote contrary to the Guidelines.
B. Matters Requiring Case-by-Case Consideration
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and
voting recommendation to the Proxy Coordinator where the Guidelines have noted
case-by-case consideration.
Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional
research from the Agent, Investment Professional(s), as well as from any other source or
service.
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).
|
1. |
|
Within-Guidelines Votes: Votes in Accordance with a Funds
Guidelines and/or, where applicable, Agent Recommendation |
In the event the Proxy Group, and where applicable, any Investment Professional
participating in the voting process, recommend a vote Within Guidelines, the Proxy
Group will instruct the Agent, through the Proxy Coordinator, to vote in this
manner. Except as provided for herein, no Conflicts Report (as such term is defined
for purposes of the Adviser Procedures) is required in connection with
Within-Guidelines Votes.
|
2. |
|
Non-Votes: Votes in Which No Action is Taken |
The Proxy Group may recommend that a Fund refrain from voting under circumstances
including, but not limited to, the following: (1) if the economic effect on
shareholders interests or the value of the portfolio holding is indeterminable or
insignificant, e.g., proxies in connection with fractional shares, securities no
longer held in the portfolio of an ING Fund or proxies being considered on behalf of
a Fund that is no longer in existence; or (2) if the cost of voting a proxy
outweighs the benefits, e.g., certain international proxies, particularly in cases
in which share blocking practices may impose trading restrictions on the relevant
portfolio security. In such instances, the Proxy Group may instruct the Agent,
through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide
the Proxy Coordinator with standing instructions on parameters that would dictate a
Non-Vote without the Proxy Groups review of a specific proxy. It is noted a
Non-Vote determination would generally not be made in connection with voting rights
received pursuant to class action participation; while a Fund may no longer hold the
security, a continuing economic effect on shareholders interests is likely.
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.
|
3. |
|
Out-of-Guidelines Votes: Votes Contrary to Procedures and
Guidelines, or Agent Recommendation, where applicable, Where No Recommendation
is Provided by Agent, or Where Agents Recommendation is Conflicted |
If the Proxy Group recommends that a Fund vote contrary to the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, if the Agent has
made no recommendation on a matter requiring case-by-case consideration and the
Procedures and Guidelines are silent, or the Agents recommendation on a matter
requiring case-by-case consideration is deemed to be conflicted as provided for
under 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
|
4. |
|
Referrals to a Funds Compliance Committee |
A Funds Compliance Committee may consider all recommendations, analysis, research
and Conflicts Reports provided to it by the Agent, Proxy Group and/or Investment
Professional(s), and any other written materials used to establish whether a
conflict of interest exists, in determining how to vote the proxies referred to the
Committee. The Committee will instruct the Agent through the Proxy Coordinator how
to vote such referred proposals.
The Proxy Coordinator shall use best efforts to timely refer matters to a Funds
Committee for its consideration. In the event any such matter cannot be timely
referred to or considered by the Committee, it shall be the policy of the Funds to
vote in accordance with the Agents recommendation, unless the Agents
recommendation is conflicted on a matter 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
|
|
|
1 |
|
Sub-Adviser-Voted Series: ING Franklin Mutual Shares Portfolio |
EXHIBIT 2
to the
ING Funds
Proxy Voting Procedures
ING INVESTMENTS, LLC,
ING INVESTMENT MANAGEMENT CO.
AND
DIRECTED SERVICES LLC
I. INTRODUCTION
ING Investments, LLC, ING Investment Management Co. and Directed Services LLC (each an Adviser
and collectively, the Advisers) are the investment advisers for the registered investment
companies and each series or portfolio thereof (each a Fund and collectively, the Funds)
comprising the ING family of funds. As such, the Advisers have been delegated the authority to
vote proxies with respect to securities for certain Funds over which they have day-to-day portfolio
management responsibility.
The Advisers will abide by the proxy voting guidelines adopted by a Funds respective Board of
Directors or Trustees (each a Board and collectively, the Boards) with regard to the voting of
proxies unless otherwise provided in the proxy voting procedures adopted by a Funds Board.
In voting proxies, the Advisers are guided by general fiduciary principles. Each must act
prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers
will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will
vote proxies in the manner that it believes will do the most to maximize shareholder value.
The following are the Proxy Voting Procedures of ING Investments, LLC, ING Investment Management
Co. and Directed Services LLC (the Adviser Procedures) with respect to the voting of proxies on
behalf of their client Funds as approved by the respective Board of each Fund.
Unless otherwise noted, best efforts shall be used to vote proxies in all instances.
II. ROLES AND RESPONSIBILITIES
A. Proxy Coordinator
The Proxy Coordinator identified in Appendix 1 will assist in the coordination of the voting
of each Funds proxies in accordance with the ING Funds Proxy Voting Procedures and
Guidelines (the Procedures or Guidelines and collectively the Procedures and
Guidelines). The Proxy Coordinator is authorized to direct the Agent to vote a Funds
proxy in accordance with the Procedures and Guidelines unless the Proxy Coordinator receives
a recommendation from an Investment Professional (as described below) to vote contrary to
the Procedures and Guidelines. In such event, and in connection with proxy proposals
requiring case-by-case consideration (except in cases in which the Proxy Group has
previously provided the Proxy Coordinator with standing instructions to vote in accordance
with the Agents recommendation), the Proxy Coordinator will call a meeting of the Proxy
Group (as described below).
Responsibilities assigned herein to the Proxy Coordinator, or activities in support thereof,
may be performed by such members of the Proxy Group or employees of the Advisers affiliates
as are deemed appropriate by the Proxy Group.
Unless specified otherwise, information provided to the Proxy Coordinator in connection with
duties of the parties described herein shall be deemed delivered to the Advisers.
B. Agent
An independent proxy voting service (the Agent), as approved by the Board of each Fund,
shall be engaged to assist in the voting of Fund proxies for publicly traded securities
through the provision of vote analysis, implementation, recordkeeping and disclosure
services. The Agent is ISS Governance Services, a unit of RiskMetrics Group, Inc. The
Agent is responsible for coordinating with the Funds custodians to ensure that all proxy
materials received by the custodians relating to the portfolio securities are processed in a
timely fashion. To the extent applicable, the Agent is required to vote and/or refer all
proxies in accordance with these Adviser Procedures. The Agent will retain a record of all
proxy votes handled by the Agent. Such record must reflect all the information required to
be disclosed in a Funds Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act.
In addition, the Agent is responsible for maintaining copies of all proxy statements
received by issuers and to promptly provide such materials to the Adviser upon request.
The Agent shall be instructed to vote all proxies in accordance with a Funds Guidelines,
except as otherwise instructed through the Proxy Coordinator by the Advisers Proxy Group or
a Funds Compliance Committee (Committee).
9
The Agent shall be instructed to obtain all proxies from the Funds custodians and to review
each proxy proposal against the Guidelines. The Agent also shall be requested to call the
Proxy Coordinators attention to specific proxy proposals that although governed by the
Guidelines appear to involve unusual or controversial issues.
Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate
internal controls and policies in connection with the provision of proxy voting services
voting to the Advisers, including methods to reasonably ensure that its analysis and
recommendations are not influenced by conflict of interest, and shall disclose such controls
and policies to the Advisers when and as provided for herein. Unless otherwise specified,
references herein to recommendations of the Agent shall refer to those in which no conflict
of interest has been identified.
C. Proxy Group
The Adviser shall establish a Proxy Group (the Group or Proxy Group) which shall assist
in the review of the Agents recommendations when a proxy voting issue is referred to the
Group through the Proxy Coordinator. The members of the Proxy Group, which may include
employees of the Advisers affiliates, are identified in Appendix 1, as may be amended from
time at the Advisers discretion.
A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum
is either the Funds Chief Investment Risk Officer or Chief Financial Officer) shall
constitute a quorum for purposes of taking action at any meeting of the Group. The vote of
a simple majority of the members present and voting shall determine any matter submitted to
a vote. Tie votes shall be broken by securing the vote of members not present at the
meeting; provided, however, that the Proxy Coordinator shall ensure compliance with all
applicable voting and conflict of interest procedures and shall use best efforts to secure
votes from all or as many absent members as may reasonably be accomplished. The Proxy Group
may meet in person or by telephone. The Proxy Group also may take action via electronic
mail in lieu of a meeting, provided that each Group member has received a copy of any
relevant electronic mail transmissions circulated by each other participating Group member
prior to voting and provided that the Proxy Coordinator follows the directions of a majority
of a quorum (as defined above) responding via electronic mail. For all votes taken in
person or by telephone or teleconference, the vote shall be taken outside the presence of
any person other than the members of the Proxy Group and such other persons whose attendance
may be deemed appropriate by the Proxy Group from time to time in furtherance of its duties
or the day-to-day administration of the Funds. In its discretion, the Proxy Group may
provide the Proxy Coordinator with standing instructions to perform responsibilities
assigned herein to the Proxy Group, or activities in support thereof, on its behalf,
provided that such instructions do not contravene any requirements of these Adviser
Procedures or a Funds Procedures and Guidelines.
10
A meeting of the Proxy Group will be held whenever (1) the Proxy Coordinator receives a
recommendation from an Investment Professional to vote a Funds proxy contrary to the
Procedures and Guidelines, or the recommendation of the Agent, where applicable, (2) the
Agent has made no recommendation with respect to a vote on a proposal, or (3) a matter
requires case-by-case consideration, including those in which the Agents recommendation is
deemed to be conflicted as provided for under these Adviser Procedures, provided that, if
the Proxy Group has previously provided the Proxy Coordinator with standing instructions to
vote in accordance with the Agents recommendation and no issue of conflict must be
considered, the Proxy Coordinator may implement the instructions without calling a meeting
of the Proxy Group.
For each proposal referred to the Proxy Group, it will review (1) the relevant Procedures
and Guidelines, (2) the recommendation of the Agent, if any, (3) the recommendation of the
Investment Professional(s), if any, and (4) any other resources that any member of the Proxy
Group deems appropriate to aid in a determination of a recommendation.
If the Proxy Group recommends that a Fund vote in accordance with the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the
Proxy Coordinator to so advise the Agent.
If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or
the recommendation of the Agent, where applicable, or if the Agents recommendation on a
matter requiring case-by-case consideration is deemed to be conflicted, it shall follow the
procedures for such voting as established by a Funds Board.
The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all
matters requiring its consideration. In the event quorum requirements cannot be timely met
in connection with to a voting deadline, the Proxy Coordinator shall follow the procedures
for such voting as established by a Funds Board.
D. Investment Professionals
The Funds Advisers, sub-advisers and/or portfolio managers (each referred to herein as an
Investment Professional and collectively, Investment Professionals) may submit, or be
asked to submit, a recommendation to the Proxy Group regarding the voting of proxies related
to the portfolio securities over which they have day-to-day portfolio management
responsibility. The Investment Professionals may accompany their recommendation with any
other research materials that they deem appropriate or with a request that 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
|
A. |
|
In all cases, the Adviser shall follow the voting procedures as set forth in
the Procedures and Guidelines of the Fund on whose behalf the Adviser is exercising
delegated authority to vote. |
The Agent shall be instructed to submit a vote in accordance with the Guidelines where such
Guidelines provide a clear For, Against, Withhold or Abstain on a proposal.
However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator
for instructions as if it were a matter requiring case-by-case consideration under
circumstances where the application of the Guidelines is unclear, it appears to involve
unusual or controversial issues, or an Investment Professional recommends a vote contrary to
the Guidelines.
|
C. |
|
Matters Requiring Case-by-Case Consideration |
The Agent shall be directed to refer proxy proposals accompanied by its written analysis and
voting recommendation to the Proxy Coordinator where the Guidelines have noted
case-by-case consideration.
Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional
research from the Agent, Investment Professional(s), as well as from any other source or
service.
Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with
standing instructions to vote in accordance with the Agents recommendation, the Proxy
Coordinator will forward the Agents analysis and recommendation and/or any research
obtained from the Investment Professional(s), the Agent or any other source to the Proxy
Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it
deems necessary.
|
1. |
|
Within-Guidelines Votes: Votes in Accordance with a Funds
Guidelines and/or, where applicable, Agent Recommendation
|
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.
|
2. |
|
Non-Votes: Votes in Which No Action is Taken |
The Proxy Group may recommend that a Fund refrain from voting under circumstances
including, but not limited to, the following: (1) if the economic effect on
shareholders interests or the value of the portfolio holding is indeterminable or
insignificant, e.g., proxies in connection with fractional shares, securities no
longer held in the portfolio of an ING Fund or proxies being considered on behalf of
a Fund that is no longer in existence; or (2) if the cost of voting a proxy
outweighs the benefits, e.g., certain international proxies, particularly in cases
in which share blocking practices may impose trading restrictions on the relevant
portfolio security. In such instances, the Proxy Group may instruct the Agent,
through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide
the Proxy Coordinator with standing instructions on parameters that would dictate a
Non-Vote without the Proxy Groups review of a specific proxy. It is noted a
Non-Vote determination would generally not be made in connection with voting rights
received pursuant to class action participation; while a Fund may no longer hold the
security, a continuing economic effect on shareholders interests is likely.
Reasonable efforts shall be made to secure and vote all other proxies for the Funds,
but, particularly in markets in which shareholders rights are limited, Non-Votes
may also occur in connection with a Funds related inability to timely access
ballots or other proxy information in connection with its portfolio securities.
Non-Votes may also result in certain cases in which the Agents recommendation has
been deemed to be conflicted, as provided for in the Funds Procedures.
|
3. |
|
Out-of-Guidelines Votes: Votes Contrary to Procedures and
Guidelines, or Agent Recommendation, where applicable, Where No Recommendation
is Provided by Agent, or Where Agents Recommendation is Conflicted |
If the Proxy Group recommends that a Fund vote contrary to the Procedures and
Guidelines, or the recommendation of the Agent, where applicable, if the Agent has
made no recommendation on a matter requiring case-by-case consideration and the
Procedures and Guidelines are silent, or the Agents recommendation on a matter
requiring case-by-case consideration is deemed to be conflicted as
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.
|
4. |
|
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:
|
A. |
|
Assessment of the Agent |
|
|
|
|
The Advisers shall establish that the Agent (1) is independent from the Advisers,
(2) has resources that indicate it can competently provide analysis of proxy issues
and (3) can make recommendations in an impartial manner and in the best interests of
the Funds and their beneficial owners. The Advisers shall utilize, and the Agent
shall comply with, such methods for establishing the foregoing as the Advisers may
deem reasonably appropriate and shall do not less than annually as well as prior to
engaging the services of any new proxy service. The Agent shall also notify the
Advisers in writing within fifteen (15) calendar days of any material change to
information previously provided to an Adviser in connection with establishing the
Agents independence, competence or impartiality. |
|
|
|
|
Information provided in connection with assessment of the Agent shall be forwarded
to a member of the mutual funds practice group of ING US Legal Services (Counsel)
for review. Counsel shall review such information and advise the Proxy Coordinator
as to whether a material concern exists and if so, determine the most appropriate
course of action to eliminate such concern. |
|
|
B. |
|
Conflicts of Interest |
|
|
|
|
The Advisers shall establish and maintain procedures to identify and address
conflicts that may arise from time to time concerning the Agent. Upon the Advisers
request, which shall be not less than annually, and within fifteen (15) calendar
days of any material change to such information previously provided to an Adviser,
the Agent shall provide the Advisers with such information as the Advisers deem
reasonable and appropriate for use in determining material relationships of the
Agent that may pose a conflict of interest with respect to the Agents proxy
analysis or recommendations. The Proxy Coordinator shall forward all such
information to Counsel for review. Counsel shall review such information and
provide the Proxy Coordinator with a brief statement regarding whether or not a |
14
|
|
|
material conflict of interest is present. Matters as to which a material conflict
of interest is deemed to be present shall be handled as provided in the Funds
Procedures and Guidelines. |
|
|
|
|
In connection with their participation in the voting process for portfolio
securities, each member of the Proxy Group, and each Investment Professional
participating in the voting process, must act solely in the best interests of the
beneficial owners of the applicable Fund. The members of the Proxy Group may not
subordinate the interests of the Funds beneficial owners to unrelated objectives,
including taking steps to reasonably insulate the voting process from any conflict
of interest that may exist in connection with the Agents services or utilization
thereof. |
|
|
|
|
For all matters for which the Proxy Group recommends an Out-of-Guidelines Vote, or
for which a recommendation contrary to that of the Agent or the Guidelines has been
received from an Investment Professional and is to be utilized, the Proxy
Coordinator will implement the procedures for handling such votes as adopted by the
Funds Board, including completion of such Conflicts Reports as may be required
under the Funds Procedures. Completed Conflicts Reports shall be provided to the
Proxy Coordinator within two (2) business days. Such Conflicts Report should
describe any known conflicts of either a business or personal nature, and set forth
any contacts with respect to the referral item with non-investment personnel in its
organization or with outside parties (except for routine communications from proxy
solicitors). The Conflicts Report should also include written confirmation that any
recommendation from an Investment Professional provided in connection with an
Out-of-Guidelines Vote or under circumstances where a conflict of interest exists
was made solely on the investment merits and without regard to any other
consideration. |
|
|
|
|
The Proxy Coordinator shall forward all Conflicts Reports to Counsel for review.
Counsel shall review each report and provide the Proxy Coordinator with a brief
statement regarding whether or not a material conflict of interest is present.
Matters as to which a material conflict of interest is deemed to be present shall be
handled as provided in the Funds Procedures and Guidelines. |
V. REPORTING AND RECORD RETENTION
The Adviser shall maintain the records required by Rule 204-2(c)(2), as may be amended from time to
time, including the following: (1) A copy of each proxy statement received regarding a Funds
portfolio securities. Such proxy statements received from issuers are available either in the
SECs EDGAR database or are kept by the Agent and are available upon request. (2) A record of each
vote cast on behalf of a Fund. (3) A copy of any document created by the Adviser that was material
to making a decision how to vote a proxy, or that memorializes the basis for that decision. (4) A
copy of written requests for Fund proxy voting information and any written
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:
|
|
|
Name |
|
Title or Affiliation |
|
|
|
Stanley D. Vyner
|
|
Chief Investment Risk Officer and Executive
Vice President, ING Investments, LLC |
|
|
|
Todd Modic
|
|
Senior Vice President, ING Funds Services, LLC
and ING Investments, LLC; and Chief Financial
Officer of the ING Funds |
|
|
|
Maria Anderson
|
|
Vice President of Fund Compliance, ING Funds
Services, LLC |
|
|
|
Karla J. Bos
|
|
Proxy Coordinator for the ING Funds and
Assistant Vice President Special Projects,
ING Funds Services, LLC |
|
|
|
Julius A. Drelick III, CFA
|
|
Vice President, Platform Product Management and
Project Management, ING Funds Services, LLC |
|
|
|
Harley Eisner
|
|
Vice President of Financial Analysis, ING Funds
Services, LLC |
|
|
|
Theresa K. Kelety, Esq.
|
|
Senior 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,
ISS Governance Services, a unit of RiskMetrics Group, Inc.
Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote in
accordance with the Agents recommendation in cases in which such recommendation aligns with the
recommendation of the relevant issuers management or management has made no recommendation.
However, this policy shall not apply to CASE-BY-CASE proposals for which a contrary recommendation
from the Investment Professional for the relevant Fund has been received and is to be utilized,
provided that incorporation of any such recommendation shall be subject to the conflict of interest
review process required under the Procedures.
Recommendations from the Investment Professionals, while not required under the Procedures, are
likely to be considered with respect to proxies for private equity securities and/or proposals
related to merger transactions/corporate restructurings, proxy contests, or unusual or
controversial issues. Such input shall be given primary consideration with respect to CASE-BY-CASE
proposals being considered on behalf of the relevant Fund.
Except as otherwise provided for herein, it shall generally be the policy of the Funds not to
support proposals that would impose a negative impact on existing rights of the Funds to the extent
that any positive impact would not be deemed sufficient to outweigh removal or diminution of such
rights.
The foregoing policies may be overridden in any case as provided for in the Procedures. Similarly,
the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead
be considered on a CASE-BY-CASE basis in cases in which unusual or controversial circumstances so
dictate.
Interpretation and application of these Guidelines is not intended to supersede any law,
regulation, binding agreement or other legal requirement to which an issuer may be or become
subject. No proposal shall be supported whose implementation would contravene such requirements.
1. The Board of Directors
Voting on Director Nominees in Uncontested Elections
Unless otherwise provided for herein, the Agents standards with respect to determining director
independence shall apply. These standards generally provide that, to be considered completely
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. Votes on director nominees in connection with
compensation practices should be considered on a CASE-BY-CASE basis, and generally:
|
(1) |
|
Where applicable and except as otherwise provided for herein, 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 overly
liberal change in control provisions, including those lacking a double trigger, DO NOT
WITHHOLD support from such nominees if mitigating provisions or board actions (e.g.,
clawbacks) are present. |
|
|
(4) |
|
If the Agent recommends withholding support from nominees in connection with their
failure to seek a shareholder vote on plans to reprice, replace or exchange options,
generally WITHHOLD support from such nominees. |
|
|
(5) |
|
If the Agent recommends withholding support from nominees that have approved
compensation that is ineligible for tax benefits to the company (e.g., under Section 162(m)
of OBRA), DO NOT WITHHOLD support from such nominees if the company has provided adequate
rationale or disclosure or the plan itself is being put to shareholder vote at the same
meeting. If the plan is up for vote, the provisions under Section 8., OBRA-Related
Compensation Proposals, shall apply. |
21
|
(6) |
|
If the Agent recommends withholding support from nominees in connection with executive
compensation practices related to tax gross-ups, perquisites, provisions related to
retention or recruitment, including contract length or renewal provisions, guaranteed
awards, pensions/SERPs, severance or termination arrangements, vote FOR such nominees if
the issuer has provided adequate rationale and/or disclosure, factoring in any overall
adjustments or reductions to the compensation package at issue. Generally DO NOT WITHHOLD
support solely due to such practices if the total compensation appears reasonable, but
consider on a CASE-BY-CASE basis compensation packages representing a combination of such
provisions and deemed by the Agent to be excessive. |
|
|
(7) |
|
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. |
|
|
(8) |
|
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 on that committee
during the majority of the time period relevant to the concerns cited by the Agent. |
|
|
(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 |
22
|
|
|
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 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).
23
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 or impose a
mandatory retirement age for outside directors (unless the proposal seeks to relax existing
standards), but generally DO NOT VOTE AGAINST management proposals in this regard.
Stock Ownership Requirements
Generally, vote AGAINST shareholder proposals requiring directors to own a minimum amount of
company stock in order to qualify as a director or to remain on the board.
Director and Officer Indemnification and Liability Protection
Proposals on director and officer indemnification and liability protection should be evaluated on a
CASE-BY-CASE basis, using Delaware law as the standard. Vote AGAINST proposals to limit or
eliminate entirely directors and officers liability for monetary damages for violating the duty
of care. Vote AGAINST indemnification proposals that would expand coverage beyond just legal
expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than
mere carelessness. Vote FOR only those proposals providing such expanded coverage in cases when a
directors or officers legal defense was unsuccessful if:
|
(1) |
|
The director was found to have acted in good faith and in a manner that he reasonably
believed was in the best interests of the company, and |
|
|
(2) |
|
Only if the directors legal expenses would be covered. |
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.
24
3. Auditors
Ratifying Auditors
Generally, except in cases of poor accounting practices or high non-audit fees, vote FOR management
proposals to ratify auditors. Consider management proposals to ratify auditors on a CASE-BY-CASE
basis if the Agent cites poor accounting practices. If fees for non-audit services exceed 50
percent of total auditor fees as described below, consider on a CASE-BY-CASE basis, voting AGAINST
management proposals to ratify auditors only if concerns exist that remuneration for the non-audit
work is so lucrative as to taint the auditors independence. For purposes of this review, fees
deemed to be reasonable, generally non-recurring, exceptions to the non-audit fee category (e.g.,
those related to an IPO) shall be excluded. If independence concerns exist or an issuer has a
history of questionable accounting practices, also vote FOR shareholder proposals asking the issuer
to present its auditor annually for ratification, but in other cases generally vote AGAINST.
Auditor Independence
Generally, consider shareholder proposals asking companies to prohibit their auditors from engaging
in non-audit services (or capping the level of non-audit services) on a CASE-BY-CASE basis.
Audit Firm Rotation:
Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.
4. Proxy Contest Defenses
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.
25
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.
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.
26
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 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
27
in an active subsidiarys charter that provide voting rights to parent company shareholders. This
policy would also generally apply to proposals seeking approval of corporate agreements or
amendments to such agreements that the Agent recommends AGAINST because a similar reduction in
shareholder rights is requested.
Generally, vote AGAINST proposals for charter amendments that may support board entrenchment or may
be used as an anti-takeover device, particularly if the proposal is bundled or the board is
classified.
Generally, vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover
provisions.
Consider proposals seeking charter or bylaw amendments not addressed under these Guidelines on a
CASE-BY-CASE basis.
Confidential Voting
Generally, vote FOR shareholder proposals that request companies to adopt confidential voting, use
independent tabulators, and use independent inspectors of election as long as the proposals include
clauses for proxy contests as follows:
|
§ |
|
In the case of a contested election, management should be permitted to request that the
dissident group honor its confidential voting policy. |
|
|
§ |
|
If the dissidents agree, the policy remains in place. |
|
|
§ |
|
If the dissidents do not agree, the confidential voting policy is waived. |
Generally, vote FOR management proposals to adopt confidential voting.
Proxy Access
Consider on a CASE-BY-CASE basis shareholder proposals seeking access to managements proxy
material in order to nominate their own candidates to the board.
Majority Voting Standard
Except as otherwise provided for herein, it shall generally be the policy of the Funds to extend
discretion to issuers to determine when it may be appropriate to adopt a majority voting standard.
Generally, vote FOR management proposals, irrespective of whether the proposal contains a plurality
carve-out for contested elections, but AGAINST shareholder proposals unless also supported by
management, seeking election of directors by the affirmative vote of the majority of votes cast in
connection with a meeting of shareholders, including amendments to corporate documents or other
actions in furtherance of such standard, and provided such standard when supported does not
conflict with state law in which the company is incorporated. For issuers with a history of board
malfeasance or pervasive corporate governance concerns, consider such proposals on a CASE-BY-CASE
basis.
Bundled Proposals
Except as otherwise provided for herein, review on a CASE-BY-CASE basis bundled or conditioned
proxy proposals, generally voting AGAINST bundled proposals containing one or more items not
supported under these Guidelines if the Agent or an Investment Professional deems the negative
impact, on balance, to outweigh any positive impact.
28
Shareholder Advisory Committees
Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.
Reimburse Shareholder for Expenses Incurred
Voting to reimburse expenses incurred in connection with shareholder proposals should be analyzed
on a CASE-BY-CASE basis.
Other Business
In connection with proxies of U.S. issuers, generally vote FOR management proposals for Other
Business, except in connection with a proxy contest in which a Fund is not voting in support of
management.
Quorum Requirements
Review on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings
below a majority of the shares outstanding.
Advance Notice for Shareholder Proposals
Generally, vote FOR management proposals related to advance notice period requirements, provided
that the period requested is in accordance with applicable law and no material governance concerns
have been identified in connection with the issuer.
Multiple Proposals
Multiple proposals of a similar nature presented as options to the course of action favored by
management may all be voted FOR, provided that support for a single proposal is not operationally
required, no one proposal is deemed superior in the interest of the Fund(s), and each proposal
would otherwise be supported under these Guidelines.
7. Capital Structure
Analyze on a CASE-BY-CASE basis.
Common Stock Authorization
Review proposals to increase the number of shares of common stock authorized for 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). |
29
|
§ |
|
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. |
|
|
§ |
|
Generally, vote AGAINST nonspecific proposals authorizing excessive discretion to a
board, as assessed by the Agent. |
|
|
§ |
|
Consider management proposals to make changes to the capital structure not otherwise
addressed under these Guidelines CASE-BY-CASE, generally voting with the Agents
recommendation unless a contrary recommendation has been received from the Investment
Professional for the relevant Fund and is to be utilized. |
Dual Class Capital Structures
Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock
that has superior voting rights in companies that have dual class capital structures, but consider
CASE-BY-CASE if (1) bundled with favorable proposal(s), (2) approval of such proposal(s) is a
condition of such favorable proposal(s), or (3) part of a recapitalization for which support is
recommended by the Agent or an Investment Professional.
Generally, vote AGAINST management proposals to create or perpetuate dual class capital structures
with unequal voting rights, and vote FOR shareholder proposals to eliminate them, in cases in which
the relevant Fund owns the class with inferior voting rights, but generally vote FOR management
proposals and AGAINST shareholder proposals in cases in which the relevant Fund owns the class with
superior voting rights. Consider CASE-BY-CASE if bundled with favorable proposal(s), (2) approval
of such proposal(s) is a condition of such favorable proposal(s), or (3) part of a recapitalization
for which support is recommended by the Agent or an Investment Professional.
Consider management proposals to eliminate or make changes to dual class capital structures
CASE-BY-CASE, generally voting with the Agents recommendation unless a contrary recommendation has
been received from the Investment Professional for the relevant Fund and is to be utilized.
Stock Distributions: Splits and Dividends
Generally, vote FOR management proposals to increase common share authorization for a stock split,
provided that the increase in authorized shares falls within the Agents allowable thresholds, but
consider on a CASE-BY-CASE basis those proposals exceeding the Agents threshold for proposals in
connection with which a contrary recommendation from the Investment Professional(s) has been
received and is to be utilized.
30
Reverse Stock Splits
Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split. In the
event the split constitutes a capital increase effectively exceeding the Agents allowable
threshold because the request does not proportionately reduce the number of shares authorized, vote
FOR the split if management has provided adequate rationale and/or disclosure.
Preferred Stock
Generally, vote AGAINST proposals authorizing the issuance of preferred stock or creation of new
classes of preferred stock with unspecified voting, conversion, dividend distribution, and other
rights (blank check preferred stock), but vote FOR if the Agent or an Investment Professional so
recommends because the issuance is required to effect a merger or acquisition proposal.
Generally, vote FOR proposals to issue or create blank check preferred stock in cases when the
company expressly states that the stock will not be used as a takeover defense. Generally vote
AGAINST in cases where the company expressly states that, or fails to disclose whether, the stock
may be used as a takeover defense, but vote FOR if the Agent or an Investment Professional so
recommends because the issuance is required to address special circumstances such as a merger or
acquisition.
Generally, vote FOR proposals to authorize or issue preferred stock in cases where the company
specifies the voting, dividend, conversion, and other rights of such stock and the terms of the
preferred stock appear reasonable.
Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after
analyzing the number of preferred shares available for issue given a companys industry and
performance in terms of shareholder returns.
Shareholder Proposals Regarding Blank Check Preferred Stock
Generally, vote FOR shareholder proposals to have blank check preferred stock placements, other
than those shares issued for the purpose of raising capital or making acquisitions in the normal
course of business, submitted for shareholder ratification.
Adjustments to Par Value of Common Stock
Generally, vote FOR management proposals to reduce the par value of common stock.
Preemptive Rights
Review on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights or management
proposals that seek to eliminate them. In evaluating proposals on preemptive rights, consider the
size of a company and the characteristics of its shareholder base.
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.
31
Share Repurchase Programs
Generally, vote FOR management proposals to institute open-market share repurchase plans in which
all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring
selected, non-Fund parties.
Generally, vote FOR management proposals to cancel repurchased shares.
Generally, vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or
exceeding appropriate volume or duration parameters for the market 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.
|
§ |
|
Generally, vote in accordance with the Agents recommendations FOR equity-based plans
with costs within such cap and AGAINST those with costs in excess of it, except that plans
above the cap may be supported if so recommended by the Agent or Investment Professional as
a condition to a major transaction such as a merger. |
|
|
§ |
|
Generally, vote AGAINST plans if the Agent suggests cost or dilution assessment may not
be possible due to the method of disclosing shares allocated to the plan(s), except that
such concerns arising in connection with evergreen provisions shall be considered
CASE-BY-CASE, voted FOR if the company has provided a reasonable rationale and/or adequate
disclosure regarding the plan as a whole. |
|
|
§ |
|
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. |
|
|
§ |
|
Generally, vote AGAINST plans administered by potential grant recipients. |
|
|
§ |
|
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. |
|
|
§ |
|
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
32
Agents criteria in this regard may be supported, but vote AGAINST if no disclosure is provided
regarding either vesting or performance requirements.
Management Proposals Seeking Approval to Reprice Options
Review on a CASE-BY-CASE basis management proposals seeking approval to reprice, replace or
exchange options, considering factors such as rationale, historic trading patterns, value-for-value
exchange, vesting periods and replacement option terms. Generally, vote FOR proposals that meet
the Agents criteria for acceptable repricing, replacement or exchange transactions, except that
considerations raised by the Agent regarding burn rate or executive participation shall not be
grounds for withholding support.
Vote AGAINST compensation plans that (1) permit or may permit (e.g., history of repricing and no
express prohibition against future repricing) repricing of stock options, or any form or
alternative to repricing, without shareholder approval, (2) include provisions that permit
repricing, replacement or exchange transactions that do not meet the Agents criteria (except
regarding burn rate or executive participation as noted above), or (3) give the board sole
discretion to approve option repricing, replacement or exchange programs.
Director Compensation
Votes on stock-based plans for directors are made on a CASE-BY-CASE basis, with voting decisions
generally based on the Agents quantitative approach described above as well as a review of
qualitative features of the plan in cases in which costs exceed the Agents threshold. DO NOT VOTE
AGAINST plans for which burn rate is the sole consideration raised by the Agent.
Employee Stock Purchase Plans
Votes on employee stock purchase plans, and capital issuances in support of such plans, should be
made on a CASE-BY-CASE basis, with voting decisions generally based on the Agents approach to
evaluating such plans, except that negative recommendations by the Agent due to evergreen
provisions will be reviewed CASE-BY-CASE, voted FOR if the company has provided a reasonable
rationale and/or adequate disclosure regarding the plan as a whole.
OBRA-Related Compensation Proposals
Votes on plans intended to qualify for favorable tax treatment under the provisions of Section
162(m) of OBRA should be evaluated irrespective of the Agents assessment of board independence,
provided that the board meets the independence requirements of the relevant listing exchange and no
potential recipient under the plan(s) sits on the committee that exercises discretion over the
related compensation awards. Unless the issuer has provided a compelling rationale, generally vote
with the Agents recommendations AGAINST plans that deliver excessive compensation that fails to
qualify for favorable tax treatment.
Amendments that Place a Cap on Annual Grants or Amend Administrative Features
Generally, vote FOR plans that simply amend shareholder-approved plans to include administrative
features or place a cap on the annual grants any one participant may receive to comply with the
provisions of Section 162(m) of OBRA.
33
Amendments to Add Performance-Based Goals
Generally, vote FOR amendments to add performance goals to existing compensation plans to comply
with the provisions of Section 162(m) of OBRA.
Amendments to Increase Shares and Retain Tax Deductions Under OBRA
Votes on amendments to existing plans to increase shares reserved and to qualify the plan for
favorable tax treatment under the provisions of Section 162(m) should be evaluated on a
CASE-BY-CASE basis, generally voting FOR such plans that do not raise any negative concerns
under these Guidelines.
Approval of Cash or Cash-and-Stock Bonus Plans
Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes
under the provisions of Section 162(m) of OBRA, with primary consideration given to managements
assessment that such plan meets the requirements for exemption of performance-based
compensation.
Shareholder Proposals Regarding Executive and Director Pay
Regarding the remuneration of individuals other than senior executives and directors, generally,
vote AGAINST shareholder proposals that seek to expand or restrict disclosure or require
shareholder approval beyond regulatory requirements and market practice. Vote AGAINST shareholder
proposals that seek disclosure of executive or director compensation if providing it would be out
of step with market practice and potentially disruptive to the business.
Unless evidence exists of abuse in historical compensation practices, and except as otherwise
provided for herein, generally vote AGAINST shareholder proposals that seek to impose new
compensation structures or policies, such as claw back recoupments or advisory votes.
Severance and Termination Payments
Generally, vote FOR shareholder proposals to have parachute arrangements submitted for shareholder
ratification (with parachutes defined as compensation arrangements related to termination that
specify change in control events) and provided that the proposal does not include unduly
restrictive or arbitrary provisions such as advance approval requirements.
Generally vote AGAINST shareholder proposals to submit executive severance agreements for
shareholder ratification, unless such proposals specify change in control events, Supplemental
Executive Retirement Plans, or deferred executive compensation plans, or ratification is required
by the listing exchange.
Review on a CASE-BY-CASE basis all proposals to approve, ratify or cancel executive severance or
termination arrangements, including those related to executive recruitment or retention, generally
voting FOR such compensation arrangements if the issuer has provided adequate rationale and/or
disclosure or support is recommended by the Agent or Investment Professional (e.g., as a condition
to a major transaction such as a merger). However, vote in accordance with the Agents
recommendations FOR new or materially amended plans, contracts or payments that require change in
control provisions to be double-triggered and defined to require an actual change in control,
except that plans, contracts or payments not meeting such
34
standards may be supported if mitigating provisions or board actions (e.g., clawbacks) are present.
Employee Stock Ownership Plans (ESOPs)
Generally, vote FOR proposals that request shareholder approval in order to implement an ESOP or to
increase authorized shares for existing ESOPs, except in cases when the number of shares allocated
to the ESOP is excessive (i.e., generally greater than five percent of outstanding shares).
401(k) Employee Benefit Plans
Generally, vote FOR proposals to implement a 401(k) savings plan for employees.
Holding Periods
Generally, vote AGAINST proposals requiring mandatory periods for officers and directors to hold
company stock.
Advisory Votes on Executive Compensation
Generally, management proposals seeking ratification of the companys compensation program will be
voted FOR unless the program includes practices or features not supported under these Guidelines
and the proposal receives a negative recommendation from the Agent. Unless otherwise provided for
herein, proposals not receiving the Agents support due to concerns regarding severance/termination
payments, incentive structures or vesting or performance criteria not otherwise supported by these
Guidelines will be considered on a CASE-BY-CASE basis, 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.
35
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.
36
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.
37
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.
38
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:
|
§ |
|
the opening of the shareholder meeting |
|
|
§ |
|
that the meeting has been convened under local regulatory requirements |
|
|
§ |
|
the presence of quorum |
|
|
§ |
|
the agenda for the shareholder meeting |
|
|
§ |
|
the election of the chair of the meeting |
|
|
§ |
|
the appointment of shareholders to co-sign the minutes of the meeting |
|
|
§ |
|
regulatory filings (e.g., to effect approved share issuances) |
|
|
§ |
|
the designation of inspector or shareholder representative(s) of minutes of meeting |
|
|
§ |
|
the designation of two shareholders to approve and sign minutes of meeting |
|
|
§ |
|
the allowance of questions |
|
|
§ |
|
the publication of minutes |
|
|
§ |
|
the closing of the shareholder meeting |
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.
39
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:
|
|
|
bundled slates of nominees (e.g., France, Hong Kong or Spain); |
|
|
|
|
simultaneous reappointment of retiring directors (e.g., South Africa); |
|
|
|
|
in markets with term lengths capped by legislation or market practice, nominees whose
terms exceed the caps or are not disclosed (except that bundled slates with such lack of
disclosure shall be considered on a CASE-BY-CASE basis); or |
40
|
|
|
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. The latter would include former CEOs
proposed as board chairmen in markets such as the United Kingdom for which best practice and the
Agent recommend against such practice.
In cases in which cumulative or net voting applies, generally vote with Agents recommendation to
support nominees asserted by the issuer to be independent, even if independence disclosure or
criteria fall short of Agents standards.
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:
|
|
|
the scandal or shortfall in controls took place at the company, or an affiliate, for
which the nominee is being considered; |
|
|
|
|
culpability can be attributed to the nominee (e.g., nominee manages or audits relevant
function), and |
|
|
|
|
the nominee has been directly implicated, with resulting arrest and criminal charge or
regulatory sanction. |
Consider non-independent nominees on a CASE-BY-CASE basis when the Agent has raised concerns
regarding diminished shareholder value as evidenced by a significant drop in share price, generally
voting with Agents recommendation AGAINST such nominees when few, if any, outside directors are
present on the board and:
|
|
|
the founding family has retained undue influence over the company despite a history of
scandal or problematic controls; |
|
|
|
|
the nominees have engaged in protectionist activities such as introduction of a poison
pill or preferential and/or dilutive share issuances; or |
|
|
|
|
evidence exists regarding compliance or accounting shortfalls. |
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.
41
Consider self-nominated director candidates on a CASE-BY-CASE basis, with voting decisions
generally based on the Agents approach to evaluating such candidates, except that (1) an
unqualified candidate will generally not be supported simply to effect a protest vote and (2)
cases of multiple self-nominated candidates may be considered as a proxy contest if similar issues
are raised (e.g., potential change in control).
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, vote with Agents recommendation to withhold support (AGAINST or ABSTAIN, as
appropriate) from nominees for whom support has become moot since the time the individual was
nominated (e.g., due to death, disqualification or determination not to accept appointment).
Generally, vote with Agents recommendation when more candidates are presented than available seats
and no other provisions under these Guidelines apply.
For companies incorporated in tax haven markets but which trade exclusively in the U.S., the Funds
U.S. Guidelines with respect to director elections shall apply.
Board Structure
Generally, vote FOR proposals to fix board size, but also support proposals seeking a board range
if the range is reasonable in the context of market practice and anti-takeover considerations.
Proposed article amendments in this regard shall be considered on a CASE-BY-CASE basis, with voting
decisions generally based on the Agents approach to evaluating such proposals.
Director and Officer Indemnification and Liability Protection
Generally, vote in accordance with the Agents standards for indemnification and liability
protection for officers and directors, voting AGAINST overly broad provisions.
Independent Statutory Auditors
With respect to Japanese companies that have not adopted the U.S.-style board-with-committees
structure, vote AGAINST any nominee to the position of independent statutory auditor whom the
Agent considers affiliated, e.g., if the nominee has worked a significant portion of his career for
the company, its main bank or one of its top shareholders. Where shareholders are forced to vote
on multiple nominees in a single resolution, vote AGAINST all nominees. In cases in which multiple
slates of statutory auditors are presented, generally vote with the Agents recommendation,
typically to support nominees deemed to be more independent and/or aligned with interests of
minority shareholders.
Generally, vote AGAINST incumbent nominees at companies implicated in scandals or exhibiting poor
internal controls.
42
Key Committees
Generally, vote AGAINST proposals that permit non-board members to serve on the audit, compensation
or nominating committee, provided that bundled slates may be supported if no slate nominee serves
on the relevant committee(s). If not otherwise addressed under these Guidelines, consider other
negative recommendations from the Agent regarding committee members on a CASE-BY-CASE basis.
Director and Statutory Auditor Remuneration
Consider director compensation plans on a CASE-BY-CASE basis, with voting decisions generally based
on the Agents approach to evaluating such proposals, while also factoring in the merits of the
rationale and disclosure provided. Generally, vote FOR proposals to approve the remuneration of
directors and auditors as long as the amount is not excessive (e.g., significant increases should
be supported by adequate rationale and disclosure), there is no evidence of abuse, the recipients
overall compensation appears reasonable, and the board and/or responsible committee meets exchange
standards for independence. For Toronto Stock Exchange (TSX) issuers, the Agents limits with
respect to equity awards to non-employee directors shall apply.
Bonus Payments
With respect to Japanese companies, generally vote FOR retirement bonus proposals if all payments
are for directors and auditors who have served as executives of the company. Generally vote
AGAINST such proposals if one or more payments are for non-executive, affiliated directors or
statutory auditors when one or more of the individuals to whom the grants are being proposed (1)
has not served in an executive capacity for the company for at least three years or (2) has been
designated by the company as an independent statutory auditor, regardless of the length of time
he/she has served. In all markets, if issues have been raised regarding a scandal or internal
controls, generally vote AGAINST bonus proposals for retiring directors or continuing directors or
auditors when culpability can be attributed to the nominee (e.g., if a Fund is also voting AGAINST
the nominee under criteria herein regarding issues of scandal or internal controls), unless bundled
with bonuses for a majority of directors or auditors a Fund is voting FOR.
Stock Option Plans for Independent Internal Statutory Auditors
With respect to Japanese companies, follow the Agents guidelines with respect to proposals
regarding option grants to independent internal statutory auditors or other outside parties,
generally voting AGAINST such plans.
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.
43
Amendment Procedures for Equity Compensation Plans and ESPPs
For TSX issuers, votes with respect to amendment procedures for security-based compensation
arrangements and employee share purchase plans shall generally be cast in a manner designed to
preserve shareholder approval rights, with voting decisions generally based on the Agents
recommendation.
Shares Reserved for Equity Compensation Plans
Unless otherwise provided for herein, voting decisions shall generally be based on the Agents
methodology, including classification of a companys stage of development as growth or mature and
the corresponding determination as to reasonability of the share requests.
Generally, vote AGAINST equity compensation plans (e.g., option, warrant, restricted stock or
employee share purchase plans or participation in company offerings such as IPOs or private
placements), the issuance of shares in connection with such plans, or related management proposals
(e.g., article amendments) that:
|
|
|
exceed Agents recommended dilution limits, including cases in which the Agent suggests
dilution cannot be fully assessed (e.g., due to inadequate disclosure); |
|
|
|
|
provide deep or near-term discounts 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); |
|
|
|
|
are administered with discretion by potential grant recipients, unless such discretion
is deemed acceptable by the Agent due to market practice or other mitigating provisions; |
|
|
|
|
provide for retirement benefits or equity incentive awards to outside directors if not
in line with market practice (e.g., Australia, Belgium, The Netherlands); |
|
|
|
|
permit financial assistance in the form of non-recourse (or essentially non-recourse)
loans in connection with executives participation; |
|
|
|
|
for matching share plans, do not meet the Agents standards, considering holding period,
discounts, dilution, participation, purchase price and performance criteria; |
|
|
|
|
provide for vesting upon change in control if deemed by the Agent to evidence a conflict
of interest or anti-takeover device or if the change in control definition is too liberal
(e.g., does not result in actual change in control); |
|
|
|
|
provide no disclosure regarding vesting or performance criteria (provided that proposals
providing disclosure in one or both areas, without regard to Agents criteria for such
disclosure, shall be supported provided they otherwise satisfy these Guidelines); |
|
|
|
|
permit post-employment vesting if deemed inappropriate by the Agent; |
|
|
|
|
allow plan administrators to make material amendments without shareholder approval
unless adequate prior disclosure has been provided, with such voting decisions generally
based on the Agents approach to evaluating such plans; or |
|
|
|
|
provide for retesting in connection with achievement of performance hurdles unless the
Agents analysis indicates that (1) performance targets are adequately increased in
proportion to the additional time available, (2) the retesting is de minimis as a
percentage of overall compensation or is acceptable relative to market practice, or (3) the
issuer has committed to cease retesting within a reasonable period of time. |
44
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, the recipients
overall compensation appears reasonable, and the board and/or responsible committee meets exchange
standards for independence. Unless otherwise provided for herein, market practice of the primary
country in which a company does business, or in which an employee is serving, as applicable, shall
supersede that of the issuers domicile.
Consider proposals in connection with such plans or the related issuance of shares in other
instances on a CASE-BY-CASE basis.
Remuneration Reports
Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of
concerns identified by the Agent) from remuneration reports that include compensation plans
permitting:
|
(1) |
|
practices or features not supported under these Guidelines, including financial
assistance under the conditions described above; |
|
|
(2) |
|
retesting deemed by the Agent to be excessive relative to market practice (irrespective
of the Agents support for the report as a whole); |
|
|
(3) |
|
long-term incentive plans deemed by the Agent to be inadequately based on equity awards
(e.g., cash-based plans); |
|
|
(4) |
|
equity award valuation triggering a negative recommendation from the Agent; or |
|
|
(5) |
|
provisions for retirement benefits or equity incentive awards to outside directors if
not in line with market practice, except that reports will generally be voted FOR if
contractual components are reasonably aligned with market practices on a going-forward
basis (e.g., existing obligations related to retirement benefits or terms contrary to
evolving standards would not preclude support for the report). |
Reports receiving the Agents support and not triggering the concerns cited above will generally be
voted FOR. Unless otherwise provided for herein, reports not receiving the Agents support due to
concerns regarding severance/termination payments, leaver status, incentive structures and
vesting or performance criteria not otherwise supported by these Guidelines shall be considered on
a CASE-BY-CASE basis, generally voted FOR if the company has provided a reasonable rationale and/or
adequate disclosure regarding the matter(s) under consideration, the recipients overall
compensation appears reasonable, and the board and/or responsible committee meets exchange
standards for independence. Reports with typically unsupported features may be voted FOR in cases
in which the Agent recommends their initial support as the issuer or market transitions to better
practices (e.g., having committed to new regulations or governance codes).
Shareholder Proposals Regarding Executive and Director Pay
The Funds U.S. Guidelines with respect to such shareholder proposals shall apply.
45
General Share Issuances
Unless otherwise provided for herein, voting decisions shall generally be based on the Agents
practice to determine support for general issuance requests (with or without preemptive rights), or
related requests to repurchase and reissue shares, based on their amount relative to currently
issued capital, appropriate volume and duration parameters, and market-specific considerations
(e.g., priority right protections in France, reasonable levels of dilution and discount in Hong
Kong). Requests to reissue repurchased shares will not be supported unless a related general
issuance request is also supported.
Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the
companys rationale.
Generally, vote AGAINST proposals to issue shares (with or without preemptive rights), convertible
bonds or warrants, to grant rights to acquire shares, or to amend the corporate charter relative to
such issuances or grants in cases in which concerns have been identified by the Agent with respect
to inadequate disclosure, inadequate restrictions on discounts, failure to meet the Agents
standards for general issuance requests, or authority to refresh share issuance amounts without
prior shareholder approval.
Generally, vote AGAINST nonspecific proposals authorizing excessive discretion to a board, as
assessed by the Agent.
Increases in Authorized Capital
Unless otherwise provided for herein, voting decisions should generally be based on the Agents
approach, as follows. Generally:
|
|
|
Vote FOR nonspecific proposals, including bundled proposals, to increase authorized
capital up to 100 percent over the current authorization unless the increase would leave
the company with less than 30 percent of its new authorization outstanding. |
|
|
|
|
Vote FOR specific proposals to increase authorized capital, unless: |
|
|
|
the specific purpose of the increase (such as a share-based acquisition or merger)
does not meet these Guidelines for the purpose being proposed; or |
|
|
|
|
the increase would leave the company with less than 30 percent of its new
authorization outstanding after adjusting for all proposed issuances. |
|
|
|
Vote AGAINST proposals to adopt unlimited capital authorizations. |
|
|
|
|
The Agents market-specific exceptions to the above parameters (e.g., The Netherlands,
due to hybrid market controls) shall be applied. |
Preferred Stock
Unless otherwise provided for herein, voting decisions should generally be based on the Agents
approach, including:
|
|
|
Vote FOR the creation of a new class of preferred stock or issuances of preferred stock
up to 50 percent of issued capital unless the terms of the preferred stock would adversely
affect the rights of existing shareholders. |
|
|
|
|
Vote FOR the creation/issuance of convertible preferred stock as long as the maximum
number of common shares that could be issued upon conversion meets the Agents guidelines
on equity issuance requests. |
46
|
|
|
Vote AGAINST the creation of (1) a new class of preference shares that would carry
superior voting rights to the common shares or (2) blank check preferred stock unless the
board states that the authorization will not be used to thwart a takeover bid. |
Poison Pills/Protective Preference Shares
Generally, vote AGAINST management proposals in connection with poison pills or anti-takeover
activities (e.g., disclosure requirements or issuances, transfers or repurchases) that do not meet
the Agents standards. Generally vote in accordance with Agents recommendation to withhold
support from a nominee in connection with poison pill or anti-takeover considerations when
culpability for the actions can be specifically attributed to the nominee. Generally DO NOT VOTE
AGAINST director remuneration in connection with poison pill considerations raised by the Agent.
Waiver on Tender-Bid Requirement
Generally, consider proposals on a CASE-BY-CASE basis seeking a waiver for a major shareholder from
the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of
a creeping takeover exists and the company has provided a reasonable rationale for the request.
Approval of Financial Statements and Director and Auditor Reports
Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless
there is concern about the companys financial accounts and reporting, which, in the case of
related party transactions, would include concerns raised by the Agent regarding consulting
agreements with non-executive directors but not severance/termination payments exceeding the
Agents standards for multiples of annual compensation, provided the recipients overall
compensation appears reasonable and the board and/or responsible committee meets exchange standards
for independence. Unless otherwise provided for herein, reports not receiving the Agents support
due to other concerns regarding severance/termination payments not otherwise supported by these
Guidelines shall be considered on a CASE-BY-CASE basis, factoring in the merits of the rationale
and disclosure provided and generally voted FOR if the overall compensation package and/or program
at issue appears reasonable. Generally, vote AGAINST board-issued reports receiving a negative
recommendation from the Agent due to concerns regarding independence of the board or the presence
of non-independent directors on the audit committee. However, generally do not withhold support
from such proposals in connection with remuneration practices otherwise supported under these
Guidelines or as a means of expressing disapproval of broader practices of the issuer or its board.
Remuneration of Auditors
Generally, vote FOR proposals to authorize the board to determine the remuneration of auditors,
unless there is evidence of excessive compensation relative to the size and nature of the company.
Indemnification of Auditors
Generally, vote AGAINST proposals to indemnify auditors.
47
Ratification of Auditors and Approval of Auditors Fees
For Canadian issuers, the Funds U.S. Guidelines with respect to auditors and auditor fees shall
apply. For other markets, generally, follow the Agents standards for proposals seeking auditor
ratification or approval of auditors fees, which indicate a vote FOR such proposals for 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.
Audit Commission
Consider nominees to the audit commission on a CASE-BY-CASE basis, with voting decisions generally
based on the Agents approach to evaluating such candidates.
Allocation of Income and Dividends
With respect to Japanese companies, consider management proposals concerning allocation of income
and the distribution of dividends, including adjustments to reserves to make capital available for
such purposes, on a CASE-BY-CASE basis, generally voting with the Agents recommendations to
support such proposals unless:
|
§ |
|
the dividend payout ratio has been consistently below 30 percent without adequate
explanation; or |
|
|
§ |
|
the payout is excessive given the companys financial position. |
Consider such proposals by issuers in other markets on a CASE-BY-CASE basis if the Agent makes a
negative recommendation. In any markets, in the event management offers multiple dividend
proposals on the same agenda, primary consideration shall be given to input from the relevant
Investment Professional(s) and voted with the Agents recommendation if no input is received.
Stock (Scrip) Dividend Alternatives
Generally, vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not
allow for a cash option unless management demonstrates that the cash option is harmful to
shareholder value.
Debt Instruments
Generally, vote AGAINST proposals authorizing excessive discretion, 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.
48
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).
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:
49
|
§ |
|
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 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.
50
ING Global Advantage &
Premium Opportunity Fund
Item 8. Fund Managers of Closed-End Management Investment Companies.
(a) (1) Fund Management. The following individuals share responsibility for the day-to-day
management of the Funds Fund:
Overall Strategy and Asset Allocation
Vincent Costa, CFA, Senior Vice President and Head of
Portfolio Management of Quantitative Equity, joined ING IM in April
2006 as Head of Portfolio Management of quantitative equity. Prior to joining ING IM he was with Merrill Lynch Investment Management, where he worked for 7 years in quantitative equity leadership positions, including managing director and head of their quantitative investments organization.
Domestic Option Strategy
Paul Zemsky. Mr. Zemsky is currently Head of Derivative Strategies for ING IM. Mr. Zemsky, along
with Ernie Tang, will be jointly and primarily responsible for the structure and implementation of
the Funds U.S. domestic index option strategy. As Head of Derivative Strategies, Mr. Zemsky
oversees derivative strategies for credit, interest rate, and equity products, and supports the
organization on a number of key areas, including product development and risk management for both
proprietary and third party businesses. This includes hedging and overlay strategies, as well as
focusing on new business development opportunities. A key function within his scope of
responsibility is developing macro hedging strategies for variable and equity index annuities sold
through various ING businesses. Mr. Zemsky joined ING IM in 2005 after 18 years at J.P. Morgan
Investment Management, where he held a number of key positions, including having responsibility for
the market timing and sector allocation for the firms fixed income business and handling option
trading in both the exchange-traded and over-the-counter markets. Most recently, Mr. Zemsky
co-founded CaliberOne Private Funds Management, a macro hedge fund. Mr. Zemsky holds a dual degree
in finance and electrical engineering from the Management and Technology Program at the University of Pennsylvania.
Jody I. Hrazanek. Ms. Hrazanek joined ING IM in October 2005. She has 12 years of investment
related experience. In her current role she is a derivatives trader with responsibility for ING
IMs third-party business as well as ING IMs insurance general account. She will be primarily
responsible for implementing the Funds collar strategy through its put option purchasing and call
option writing activities. Prior to joining ING IM, she was a convertible bond trader at Advent
Capital Management from 2003 to 2005. She had previously been a convertible bond and risk arbitrage
trader at Merrill Lynch Quantitative Advisors from 1999 to 2003 and Deutsche Bank Asset Management
from 1996 to 1999 as well as an analyst at Goldman Sachs from 1994 to 1996. Ms. Hrazanek graduated summa cum laude from Fairfield University with a Bachelor of Science
in mathematics and received a Master of Science in statistics and operations research from New York
University.
International Equity Component
Carl Ghielen. Mr. Ghielen is Senior Fund Manager responsible for the EAFE product strategies. Mr.
Ghielen will be jointly and primarily responsible with Martin Jansen for the structure and
strategy implementation of the Funds international common stock Fund. Mr. Ghielen has been
associated with ING since 2000 and has over 14 years of investment experience. Mr. Ghielen started
his career as an investment advisor at General Investment Management in Eindhoven, an
51
independent
boutique investment manager. Before joining ING he worked for MN Services (one of the largest
pension funds in the Netherlands) where he was senior fund manager for European Equity. Mr. Ghielen
studied business economics at the Catholic University of Tilburg. He holds a RBA degree (registered
investment analyst), a Dutch equivalent to the Chartered Financial Analyst designation.
Martin Jansen. Mr. Jansen is Senior Fund Manager responsible for the EAFE product strategies. Mr.
Jansen has 26 years of investment experience. Mr. Jansen joined ING in 1997 as senior manager to
comanage U.S. equity Funds and was named head of the U.S. equity team in 1999. Prior to joining
ING, he was responsible for the U.S. equity and venture capital Funds at a large corporate Dutch
pension fund. Mr. Jansen received a Bachelor of Commerce and M.B.A. from the University of the
Witwatersrand, South Africa.
International Option Strategy
Bas Peeters, Ph.D. Dr. Peeters joined ING in 1998. Currently, Dr. Peeters is Head of Structured
Products. Dr. Peeters will be primarily responsible for the structure of the Funds international
index option strategy. As Head of Structured Products based in The Hague, The Netherlands, Dr.
Peeters is responsible for the research, marketing and Fund 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 Fund management and derivatives trading. In addition, since 2002 he has carried out
research in financial economics at the Free University of Amsterdam. His previous working
experience comprises postdoctoral research positions at universities in London and Belgium. Dr.
Peeters obtained a Masters degree in theoretical physics (cum laude) from the University of Utrecht
in 1990, where he also studied mathematics. Dr. Peeters obtained his Ph.D. in theoretical physics
at Stony Brook University, NY, USA in 1995.
Frank Van Etten. Mr. Van Etten is currently an Investment Manager of Structured Products and began
his career at ING, joining the firm in 2002. Mr. Van Etten will be primarily responsible for
implementation of the Funds international index option strategy. In this capacity he is
responsible for managing a range of structured products and the execution of transactions in the
derivatives Funds. 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.
(a) (2) (i-iii) Other Accounts Managed
The following table shows the number of accounts and total assets in the accounts managed by
the Fund managers of the Sub-Adviser as of March 31, 2008,
unless otherwise noted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment Companies |
|
Other Pooled Investment Vehicles |
|
Other Accts |
Portfolio |
|
Number of |
|
|
|
|
|
Number of |
|
|
|
|
|
Number of |
|
|
Manager |
|
Accounts |
|
Total Assets |
|
Accounts |
|
Total Assets |
|
Accounts |
|
Total Assets |
Vincent Costa |
|
|
43 |
|
|
$ |
5,288,002,304 |
|
|
|
7 |
|
|
$ |
355,742,350 |
|
|
|
21 |
|
|
$ |
1,900,836,482 |
|
Frank Van
Etten |
|
|
5 |
|
|
$ |
1,487,000,000 |
|
|
|
23 |
|
|
$ |
1,607,000,000 |
|
|
|
0 |
|
|
|
N/A |
|
Bas Peeters |
|
|
5 |
|
|
$ |
1,487,000,000 |
|
|
|
23 |
|
|
$ |
1,607,000,000 |
|
|
|
0 |
|
|
|
N/A |
|
Carl
Ghielan |
|
|
3 |
|
|
$ |
379,000,000 |
|
|
|
2 |
|
|
$ |
114,000,000 |
|
|
|
0 |
|
|
|
N/A |
|
Martin Jansen |
|
|
2 |
|
|
$ |
129,234,643 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
5 |
|
|
|
16,071,085 |
|
Paul Zemsky |
|
|
41 |
|
|
$ |
11,320,216,186 |
|
|
|
51 |
|
|
$ |
115,007,934 |
|
|
|
0 |
|
|
|
N/A |
|
Jody I.
Hrazanek |
|
|
2 |
|
|
$ |
464,513,002 |
|
|
|
0 |
|
|
|
N/A |
|
|
|
0 |
|
|
|
N/A |
|
52
(a) (2) (iv) Conflicts of Interest
A portfolio manager may be subject to potential conflicts of interest because the
portfolio manager is responsible for other accounts in addition to a Fund. These other accounts
may include, among others, other mutual funds, separately managed advisory accounts, commingled
trust accounts, insurance separate accounts, wrap fee programs and hedge funds. Potential
conflicts may arise out of the implementation of differing investment strategies for the portfolio
managers various accounts, the allocation of investment opportunities among those accounts or
differences in the advisory fees paid by the portfolio managers accounts.
A potential conflict of interest may arise as a result of the portfolio managers
responsibility for multiple accounts with similar investment guidelines. Under these
circumstances, a potential investment may be suitable for more than one of the portfolio managers
accounts, but the quantity of the investment available for purchase is less than the aggregate
amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when
multiple accounts seek to dispose of the same investment.
A portfolio manager may also manage accounts whose objectives and policies differ from that of
the Fund. These differences may be such that under certain circumstances, trading activity
appropriate for one account managed by the portfolio manager may not be appropriate for the Fund.
For example, if an account were to sell a significant position in a security, which could cause the
market price of that security to decrease, while the Fund maintained its position in that security.
A potential conflict may arise when a portfolio manager is responsible for accounts that have
different advisory fees the difference in the fees may create an incentive for the portfolio
manager to favor one account over another, for example, in terms of access to particularly
appealing investment opportunities. This conflict may be heightened where an account is subject to
a performance-based fee.
As part of its compliance program, ING IM has adopted policies and procedures reasonably designed
to address the potential conflicts of interest described above.
Finally, a potential conflict of interest may arise because the investment mandates for
certain other accounts, such as hedge funds, may allow extensive use of short sales, which, in
theory, could allow them to enter into short positions in securities where other accounts hold long
positions. ING IM has policies and procedures reasonably designed to limit and monitor short sales
by the other accounts to avoid harm to the Fund.
(a) (3) Compensation
For each of the portfolio managers (each a Portfolio Manager and collectively the Portfolio
Managers) of the Portfolios listed above, compensation consists of (a) fixed base
salary; (b) bonus which is based on ING IM performance, one and three year pre-tax
performance of the accounts the portfolio managers are primarily and jointly responsible for
relative to account benchmarks and peer universe performance, and revenue growth of the accounts
they are responsible for; and, in certain instances, (c) long-term equity awards tied to the
performance of the parent company, ING Groep.
The Portfolio Managers for the Portfolios listed above are also eligible to participate in an
annual cash incentive plan. The overall design of the annual incentive plan was developed to tie
pay to both performance and cash flows, structured in such a way as to drive performance and
53
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. Relevant indices include the
MSCI World Index and the MSCI Europe Index. Relevant peer groups include Morningstar global equity
funds in the Netherlands and the rest of Europe. The measures for each team are outlined on a
scorecard that is reviewed on an annual basis. These scorecards measure investment performance
versus peer groups over one- and three-year periods and year-to-date net cash flow (changes in the
accounts net assets not attributable to changes in the value of the accounts investments) for all
accounts managed by each team. The results for overall ING IM scorecards are calculated on an
asset weighted performance basis of the individual team scorecards.
Investment professionals performance measures for bonus determinations are weighted by 25%
being attributable to the overall ING IM performance and 75% attributable to their specific team
results (60% investment performance and 15% net cash flow).
Based on job function, internal comparators and external market data, portfolio managers
participate in the ING Long-Term Incentive Plan. Plan awards are based on the current years
performance as defined by the ING IM component of the annual incentive plan. The awards vest in
three years and are paid in a combination of ING restricted stock, stock options and restricted
performance units.
Portfolio Managers whose base salary compensation exceeds a particular threshold may
participate in ING IMs deferred compensation plan. The plan provides an opportunity to invest
deferred amounts of compensation in mutual funds, ING IM stock or at an annual fixed interest rate.
Deferral elections are done on an annual basis and the amount of compensation deferred is
irrevocable.
(a) (4) Ownership of Securities
|
|
|
Portfolio Manager |
|
Dollar Range of Fund Shares Owned |
Omar Aguilar
|
|
None |
Frank Van Etten
|
|
None |
Bas Peeters
|
|
None |
Carl Ghielan
|
|
None |
Martin Jansen
|
|
None |
Paul Zemsky
|
|
$50,000 $100,000 |
Jody I. Hrazanek
|
|
None |
(b) Not applicable.
54
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers
None
Item 10. Submission of Matters to a Vote of Security Holders.
The Board has a Nominating Committee for the purpose of considering and presenting to the Board
candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The
Committee currently consists of all Independent Trustees of the Board (6 individuals). The
Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of
the Nominating Committee is to consider and present to the Board the candidates it proposes for
nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may
consider a variety of factors, but it has not at this time set any specific minimum qualifications
that must be met. Specific qualifications of candidates for Board membership will be based on the
needs of the Board at the time of nomination.
The Nominating Committee is willing to consider nominations received from shareholders and shall
assess shareholder nominees in the same manner as it reviews its own nominees. A shareholder
nominee for director should be submitted in writing to the Funds Secretary. Any such shareholder
nomination should include at a minimum the following information as to each individual proposed for
nomination as trustee: such individuals written consent to be named in the proxy statement as a
nominee (if nominated) and to serve as a trustee (if elected), and all information relating to such
individual that is required to be disclosed in the solicitation of proxies for election of
trustees, or is otherwise required, in each case under applicable federal securities laws, rules
and regulations.
The Secretary shall submit all nominations received in a timely manner to the Nominating Committee.
To be timely, any such submission must be delivered to the Funds Secretary not earlier than the
90th day prior to such meeting and not later than the close of business on the later of
the 60th day prior to such meeting or the 10th day following the day on which
public announcement of the date of the meeting is first made, by either disclosure in a press
release or in a document publicly filed by the Fund with the Securities and Exchange Commission.
Item 11. Controls and Procedures.
(a) |
|
Based on our evaluation conducted within 90 days of the filing date, hereof, the design and
operation of the registrants disclosure controls and procedures are effective to ensure that
material information relating to the registrant is made known to the certifying officers by
others within the appropriate entities, particularly during the period in which Forms N-CSR
are being prepared, and the registrants disclosure controls and procedures allow timely
preparation and review of the information for the registrants Form N-CSR and the officer
certifications of such Form N-CSR. |
(b) |
|
There were no significant changes in the registrants internal controls that occurred during
the second fiscal quarter of the period covered by this report that has materially affected,
or is reasonably likely to materially affect, the registrants internal control over financial
reporting. |
Item 12. Exhibits.
(a)(1) |
|
Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as
EX-99.CODE ETH. |
|
(a)(2) |
|
A separate certification for each principal executive officer and principal financial
officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is
attached hereto as EX-99.CERT. |
|
(b) |
|
The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002
are attached hereto as EX-99.906CERT. |
|
(3) |
|
Not applicable. |
55
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 Advantage and Premium Opportunity Fund
|
|
|
|
|
By
|
|
/s/ Shaun P. Mathews
Shaun P. Mathews
|
|
|
|
|
President and Chief Executive Officer |
|
|
Date:
May 8, 2009
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 8,
2009 |
|
|
|
|
|
|
|
By
|
|
/s/ Todd Modic
|
|
|
|
|
Todd Modic |
|
|
|
|
Senior Vice President and Chief Financial Officer |
Date:
May 8, 2009
56