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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)

 

Registrant’s telephone number, including area code: 1-800-992-0180

 

Date of fiscal year end:

February 28

 

 

Date of reporting period:

February 28, 2006

 

 

 



 

Item 1. Reports to Stockholders.

 

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):

 



 

Funds

 

 

Annual Report

 

February 28, 2006

 

ING Global Advantage and
Premium Opportunity Fund

 

 E-Delivery Sign-up – details inside

This report is submitted for general information to shareholders of the ING Funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds’ investment objectives, risks, charges, expenses and other information. This information should be read carefully.

 




 


 

TABLE OF CONTENTS

 

President’s Letter

1

 

 

Market Perspective

2

 

 

Portfolio Managers’ Report

4

 

 

Report of Independent Registered Public Accounting Firm

6

 

 

Statement of Assets and Liabilities

7

 

 

Statement of Operations

8

 

 

Statement of Changes in Net Assets

9

 

 

Financial Highlights

10

 

 

Notes to Financial Statements

11

 

 

Portfolio of Investments

19

 

 

Tax Information

27

 

 

Trustee and Officer Information

28

 

 

Advisory Contract Approval Discussion

32

 

 

Additional Information

34

 

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(THIS PAGE INTENTIONALLY LEFT BLANK)

 


 

PRESIDENT’S LETTER

 

Dear Shareholder,

 

As you may recall in my last letter, I descrihbed the enthusiasm that we were experiencing here at ING Funds as we worked to bring more of the world’s investment opportunities to you, the investor.

 

I am happy to report that that enthusiasm is continuing to thrive. With the New Year, we have launched a series of new international mutual funds, each created to bring more of the world’s opportunities to you.

 

Meanwhile, we have also heard you loud and clear. Our research tells us that many investors report that they find investing an intimidating and overly-complex endeavor. That is why ING is committed to

helping investors across the country cut through the confusion and clutter. “Your future. Made easier.SM” are more than words, they represent our promise to you.

 

Those two objectives — bringing you more of the world’s opportunities and doing it in a way that is easier for you — are behind the development of the ING Diversified International Fund. The new Fund is among those that we launched in January but it is unique in that it is a fund-of-funds. It is also, we believe, simply an easier way to invest internationally.

 

The ING Diversified International Fund brings together six distinct, international mutual funds, each managed by well-known asset managers who specialize in key international sub-asset classes. What’s more, the Fund is periodically reviewed by a seasoned team of ING asset allocation experts who re-adjust the Fund’s allocation based on prevailing market conditions.

 

Best of all: we’ve made it easy. With just one investment, investors can now acquire a broadly diversified, actively managed international equity portfolio.

 

The ING Diversified International Fund marks one more way that we at ING Funds are continuing to offer you the global expertise, product innovation and world-class service that you have come to expect from us.

 

On behalf of everyone at ING Funds, I thank you for your continued support and loyalty. We look forward to serving you in the future.

 

Sincerely,

 

 

 

James M. Hennessy

 

 

President

 

 

ING Funds

 

 

April 10, 2006

 

 


The views expressed in the President’s Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and ING Funds disclaims any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for an ING Fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any ING Fund. Reference to specific company securities should not be construed as recommendations or investment advice.

 

International investing does pose special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.

 

For more complete information, or to obtain a prospectus on any ING fund, please call your Investment Professional or ING Fund Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully investing. Consider the fund’s investment objectives, risks, and charges and expenses carefully before investing. The prospectus contains this information and other information about the fund. Check with your Investment Professional to determine which funds are available for sale within their firm. Not all funds are available for sale at all firms.

 

1


 

MARKET PERSPECTIVE: YEAR ENDED FEBRUARY 28, 2006

 

In our report on the five months to August 31, 2005, we described solid if unspectacular gains in global equities markets, achieved mostly in July of 2005. In the following six months ended February 28, 2006, gains powered ahead, fuelled, as we shall see, from abroad. The Morgan Stanley Capital International (“MSCI”) World® Index(1) calculated in dollars, including net reinvested dividends, rose 10.3% for the six months ended February 28, 2006 and gained 10.2% since October 31, 2005 (inception date of the Fund). Again however the vast bulk of this took place in a much shorter interval: the last two months of 2005 and the first week of the 2006 New Year. As for currencies, the dollar extended its run, rising 3.6% against the euro (0.6% since October 31, 2005), 4.7% against the yen (-0.6% since October 31, 2005), and 2.9% against the pound (0.9% since October 31, 2005). Commentators explained the dollar’s unexpected strength by pointing to relatively high U.S. interest rates, especially the re-cycling of oil exporters’ burgeoning wealth into dollar securities, the tax-related “repatriation” into dollars of U.S. corporations’ foreign currency balances, and, regarding the yen’s particular weakness, non-Japanese investors pouring into the stock market but hedging their currency risk. Each dynamic was losing steam by the 2005 year-end.

 

As in the earlier period, the main issue for U.S. fixed-income investors in the following six months ended February 28, 2006 was the unexpected flattening of the yield curve, i.e. the shrinking difference between short-term and long-term interest rates. From June 2004 through August 2005, the Federal Open Market Committee (“FOMC”) had raised the Federal Funds rate by 25 basis points ten times, pulling other short-term rates up as well. But the yield on the ten-year U.S. Treasury Note had actually fallen by 64 basis points over the fifteen months. This was put down to an apparently growing perception in the market that inflation was a problem solved, due to a vigilant Federal Reserve Board, cheap goods and labor abroad, consistent productivity growth at home and foreign investors’ hunger for U.S. investments. At one point the effect of rising oil prices, exacerbated by Hurricanes Katrina and Rita, threatened to break the trend. However, by February 28, 2006, the FOMC had raised Federal Reserve rates four more times, oil prices and the inflation scare had subsided and foreigners were still buying vast amounts of U.S. securities. From August 2005 the yield on the ten-year U.S. Treasury Note did rise, by 53 basis points to 4.6%, but the 13-week U.S. Treasury Bill followed the Federal Funds rate, rising by 108 basis points to 4.5%. The broader Lehman Brothers Aggregate Bond Index(2) essentially broke even, returning -0.1% for the six months ended February 28, 2006 (1.7% since October 31, 2005) while the Lehman Brothers High Yield Bond Index(3) returned 1.9% for the six months ended February, 28, 2006 (3.7% since October 31, 2005).

 

The U.S. equities market in the form of the Standard & Poor’s 500® Composite Stock Price Index (“S&P 500®”), added 5.9%, including dividends, for the six months through February 28, 2006 (6.9% since October 31, 2005) and at that point it was trading at a fairly undemanding a price-to-earnings (“P/E”) ratio of just under 15.3 times earnings for the current fiscal year. From an early August 2005 peak stock prices had been drifting as resurgent oil prices made records almost daily. This continued in September and October 2005 with Hurricanes Katrina and Rita seldom out of the news. Two attempted rallies fizzled in the face of already high prices at the pump, the certainty of an expensive winter for heating fuel and slumping consumer confidence. Although, as November approached, an evidently swift recovery from the Hurricanes Katrina and Rita reassured investors and stock prices powered ahead through mid-December 2005, as oil prices fell back below $60 per barrel, inflation moderated, corporate profits remained buoyant and gross domestic product (“GDP”) growth, at 4.1% per annum, was the envy of the developed world. Yet the market gave back nearly 1.6% between Christmas and New Year, when new reports suggested that the end of the bubbling housing market might be at hand. Investors returned to work in buying mood, however and were immediately cheered by the release of the latest FOMC minutes confirming that the end to rising short-term interest rates was in sight. The mood lasted until January 11, 2006, when the S&P 500® reached its best level since May 2001. This was fractionally bettered on February 27, 2006, but that was as good as it got as a number of high profile earnings disappointments and mixed, ultimately soft economic reports took their toll. February ended with the index slightly lower than its level on January 6, 2006.

 

In international markets Japan was the star of the six-month period, soaring 28.5%, based on the Morgan Stanley Capital International (“MSCI”) Japan® Index(5) in dollars plus net dividends, and 34.0% in yen for the six months ended February 28, 2006 (17.9% since October 31, 2005) as the market repeatedly broke five-year records amid new optimism among investors, albeit mainly foreign ones, that Japan is re-emerging as a balanced economy. Japanese

 

2


 

MARKET PERSPECTIVE: YEAR ENDED FEBRUARY 28, 2006

 

corporations and banks have repaired their balance sheets at last. Core consumer prices were up two consecutive months and fourth quarter GDP growth, led by domestic demand, recorded a bumper 5.5% annualized increase. European ex UK markets leaped 13.7% for the six months ended February 28, 2006 (14.3% since October 31, 2005) according to the MSCI Europe ex UK® Index(6) in dollars including net dividends, and 17.6% for the six months ended February 28, 2006 (15.0% since October 31, 2005) in local currencies to the best levels in over four years, despite the first interest rate increase, to 2.25%, in over five years. Mounting evidence of a recovery in local demand, resilient profits and an upsurge of merger and acquisition activity boosted markets that are not particularly expensive. UK equities advanced 7.3% for the six months ended February 28, 2006 (8.8% since March 30 2005), based on the MSCI UK® Index(7) in dollars including net dividends, concealing a more impressive 10.2% increase in pounds for the six months ended February 28, 2006 (10.0% since March 30 2005), to the highest in well over four years. The period was dominated by the effect of five interest rate increases to restrain over-stretched consumers and soaring real estate prices. Yet, notwithstanding mostly miserable economic reports, fourth quarter GDP growth recovered to 2.4% and investors, again heartened by merger and acquisition activity, bought a reasonably valued market yielding over 3%.

 

(1)  The MSCI World® Index is an unmanaged index that measures the performance of over 1,400 securities listed on exchanges in the U.S., Europe, Canada, Australia, New Zealand and the Far East.

 

(2)  The Lehman Brothers Aggregate Bond Index is a widely recognized, unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

 

(3)  The Lehman Brothers High Yield Bond Index is an unmanaged index that measures the performance of fixed-income securities generally representative of corporate bonds rated below investment-grade.

 

(4)  The Standard & Poor’s 500 Composite Stock Price Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

 

(5)  The MSCI Japan® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.

 

(6)  The MSCI Europe ex UK® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.

 

(7)  The MSCI UK® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in the UK.

 

All indices are unmanaged and investors cannot invest directly in an index.

 

Past performance does not guarantee future results. The performance quoted represents past performance. Investment return and principal value of an investment will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The Funds’ performance is subject to change since the period’s end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.ingfunds.com to obtain performance data current to the most recent month end.

 

Market Perspective reflects the views of the Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

 

3


 

Ing GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND

 

PORTFOLIO MANAGERS’ REPORT

 

Country Allocation

As of February 28, 2006

(as a percent of portfolio investments)

 

 

(1) Includes thirteen industries; each industry represents less than 1% of net assets.

 

Portfolio holdings are subject to change daily.

 

The ING Global Advantage and Premium Opportunity Fund’s (the “Fund”) primary investment objective is to provide a high level of income. Capital appreciation is a secondary investment objective. The Fund seeks to achieve its investment objectives by:

 

  investing at least 80% of its managed assets in a diversified portfolio of common stocks of companies located in a number of different countries throughout the world, including the United States.

 

  utilizing an integrating option writing strategy.

 

The Fund is managed by Omar Aguilar, Mary Ann Fernandez, Paul Zemsky, Ernie Tang, Carl Ghielen, Martin Jansen, Bas Peeters, Frank Van Etten, Portfolio Managers, ING Investment Management Co. — the Sub-Adviser.

 

Portfolio Construction: Under normal market conditions, the Fund will invest in a diversified portfolio of common stocks of companies located in a number of different countries throughout the world, normally in approximately 550 common stocks, seeking to reduce the Fund’s exposure to individual stock risk. The Fund normally expects that its investments will be invested across a broad range of countries, industries and market sectors, including investments in issuers located in countries with emerging markets.

 

The Fund will typically seek to be broadly diversified across countries, asset classes and industries. The weighting between U.S. and international equities will depend on the Sub-Adviser’s ongoing assessment of market opportunities for the Fund. Under normal market conditions, the Fund will seek to maintain a target weighting of the Fund’s equity portfolio being 60% in U.S. domestic common stocks and not less than 40% in international (ex-U.S.) common stocks.

 

The Fund’s Integrated Option Strategy: The option strategy of the Fund is designed to create more stable returns as well as income by selling covered calls on regional indices. The calls created premium income; however in the rising markets the strategy also dampened the returns on the equity portfolio to some extent during the reporting period.

 

The Fund’s principal options activity will consist of writing (selling) index call options on selected indices, with the underlying values of the indices having approximately 60% to 100% of the value of its holdings of common stocks. The Fund seeks to generate gains from the index call option strategy and, to a lesser extent, income from dividends on the common stocks held in the Fund’s portfolio. The extent of index call option writing activity will depend upon market conditions and the Sub-Adviser’s ongoing assessment of the attractiveness of writing index call options on selected indices. Index call options will be written both in exchange-listed option markets and over-the-counter markets with major international banks, broker-dealers and financial institutions.

 

The Fund wrote over-the-counter call options against the S&P 500® Index, the TOPIX Index, the FTSE 100 Index and the EuroSTOXX 50 indices, with strikes close to the money and maturities between three and six weeks. The total call portfolio represented approximately 70% of the value of the underlying equity holdings. The focus was and will be to profit in an efficient way from attractive risk premiums on volatility across the portfolio by implementing the trades for the strategy in the over-the-counter option market. Option market specific factors are monitored by a dedicated research and option trading team with the purpose to add

 

Top Ten Industries
as of February 28, 2006
(as a percent of net assets)

 

Banks

 

10.7

%

Oil and Gas

 

9.0

%

Telecommunications

 

6.5

%

Retail

 

6.4

%

Diversified Financial Services

 

5.7

%

Pharmaceuticals

 

5.3

%

Insurance

 

4.8

%

Computers

 

3.2

%

Software

 

2.8

%

Beverages

 

2.7

%

 

Portfolio Holdings are subject to change daily.

 

4


 

ING GLOBAL ADVANTAGE AND

 

 

PREMIUM OPPORTUNITY FUND

 

PORTFOLIO MANAGERS’ REPORT

 

value in the implementation process. These option market specific factors include: volatility risk premium, option and cash market’s liquidity and volatility skew and term structure

 

Performance: For the period ended February 28, 2006*, the Fund provided a total return of 7.08% based on net asset value and –6.17% based on market value. The S&P 500® Index, MSCI EAFE® Index and the Chicago Board Options Exchange BuyWrite Monthly Index returned 6.86%, 13.61% and 3.13%, respectively, for the same period.

 

Equity Portfolio Commentary: Last year the U.S. dollar rose against the euro and the yen, in large part because growth was stronger in the United States than abroad and because tightening by the Federal Reserve Board produced a short-term interest rate differential that favored the dollar. This year stronger growth and higher interest rates abroad may provide less support for the dollar. A weaker dollar would provide a short-term boost to overseas equities, because foreign assets and earnings streams will be worth more in dollar terms. In the longer term the effect is less clear because a stronger euro or yen can make exporters in the eurozone or Japan less competitive. So far this year, however, the short-term boost effect has dominated. Notwithstanding the short-term boost effect noted above, through the year ended February 28, 2006, the U.S. dollar has fallen about 1.5% against the euro and about 1.7% against the yen, helping provide higher returns on the MSCI EAFE® Index in dollar terms than in local currency terms.

 

Since the Fund’s inception, international markets have performed strongly, with the MSCI EAFE® Index returning 13.61%. The return of the underlying international equity portfolio, based on our ING Index Plus International Fund strategy, approximated that of the MSCI EAFE® Index. While security selection in the health care, consumer discretionary and telecommunication services sectors added meaningfully to results, this was partly offset by disappointing results in the energy. Sector allocation detracted modestly from performance.

 

Over the same period, the S&P 500® Index returned 6.86%. The domestic equity portfolio of the Fund is based on our ING Disciplined LargeCap Fund strategy, which modestly underperformed the S&P 500® Index. Although all sectors had positive returns, the Fund’s results were hindered by an overweight in information technology and an underweight in financials. Security selection in information technology also detracted from performance, while security selection in consumer stocks and health care contributed positively to performance.

 

Over the period there was very little fluctuation in the currency market, with most major currencies moving less than 1% versus the dollar. As a result of this low volatility, our currency hedges had a negligible impact on performance over this timeframe. We continue to hedge the majority of our currency exposure in the Fund.

 

Option Portfolio Commentary: The Fund wrote over-the-counter covered call options against the S&P 500®, Topix, FTSE and Eurostoxx50 indices, with strikes close to the money and maturities between three and six weeks. The total covered call portfolio represented approximately 70% of the value of the underlying equity holdings. The covered calls created premium income; however, in the rising markets, the strategy also dampened returns on the equity portfolio to some extent.

 

Outlook and Current Strategy: The underlying U.S. and EAFE strategies are designed to reward investors with sector and country diversification mandates that are close to the S&P 500® Index and MSCI EAFE® Index while targeting enhanced performance through our portfolio construction techniques. If the market declines, remains flat, or moves sideways, the premiums generated from our covered call writing strategies, dividend earning policy and disciplined equity strategies may provide an important part of the Fund’s total return. In the case of a strong market rally, the strategy may generate an absolute positive return; however upside potential may be limited as covered calls written will be exercised. Equity volatility is still at near historic lows and we do not expect any significant changes over the near term. We expect to maintain the Fund’s current option strategy as risk premiums on volatility are still positive.

 

* October 31, 2005 (commencement of operations) to February 28, 2006.

 

5


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Board of Trustees and Shareholders
ING Global Advantage and Premium Opportunity Fund

 

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of ING Global Advantage and Premium Opportunity Fund as of February 28, 2006, and the related statement of operations, statement of changes in net assets, and the financial highlights for the period from October 31, 2005 (commencement of operations) to February 28, 2006. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2006 by correspondence with the custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ING Global Advantage and Premium Opportunity Fund as of February 28, 2006, the results of its operations, the changes in its net assets, and the financial highlights for the period from October 31, 2005 to February 28, 2006, in conformity with U.S. generally accepted accounting principles.

 

 

Boston, Massachusetts
April 21, 2006

 

6


 

STATEMENT OF ASSETS AND LIABILITIES AS OF FEBRUARY 28, 2006

 

ASSETS:

 

 

 

Investments in securities at value*

 

$

367,205,632

 

Repurchase agreement

 

840,000

 

Cash

 

165,590

 

Receivables:

 

 

 

Investment securities sold

 

997,233

 

Dividends and interest

 

617,243

 

Total assets

 

369,825,698

 

 

 

 

 

LIABILITIES:

 

 

 

Payable to affiliates

 

116,104

 

Unrealized depreciation on forward currency contracts

 

832,605

 

Payable to custodian due to overdraft of foreign currency**

 

32,042

 

Payable for trustee fees

 

6,977

 

Other accrued expenses and liabilities

 

202,207

 

Options written (premium received $4,359,982)

 

3,262,260

 

Total liabilities

 

4,452,195

 

NET ASSETS (equivalent to $20.24 per share on 18,055,000 shares outstanding)

 

$

365,373,503

 

 

 

 

 

NET ASSETS WERE COMPRISED OF:

 

 

 

Paid-in capital — shares of beneficial interest at $0.01 par value (unlimited shares authorized)

 

$

344,133,000

 

Undistributed net investment income

 

1,628,960

 

Accumulated net realized loss on investments, foreign currency related transactions and options

 

(3,461,942

)

Net unrealized appreciation on investments, foreign currency related transactions and options

 

23,073,485

 

NET ASSETS

 

$

365,373,503

 

 


Cost of investments in securities

 

$

344,398,352

 

** 

Cost of foreign currencies overdraft

 

$

32,042

 

 

See Accompanying Notes to Financial Statements

 

7


 

STATEMENT OF OPERATIONS FOR THE PERIOD ENDED FEBRUARY 28, 2006

 

 

 

October 31,
2005
(1) to
February 28,
2006

 

INVESTMENT INCOME:

 

 

 

Dividends, net of foreign taxes withheld*

 

$

2,005,938

 

Interest

 

160,938

 

Total investment income

 

2,166,876

 

 

 

 

 

EXPENSES:

 

 

 

Investment management fees

 

873,442

 

Transfer agent fees

 

20,965

 

Administrative service fees

 

116,458

 

Shareholder reporting expense

 

33,982

 

Registration fees

 

20,965

 

Professional fees

 

27,952

 

Custody and accounting fees

 

57,022

 

Trustee fees

 

6,988

 

Organizational costs

 

70,000

 

Miscellaneous expense

 

6,748

 

Total expenses

 

1,234,522

 

Net waived fees

 

(70,000

)

Net expenses

 

1,164,522

 

Net investment income

 

1,002,354

 

 

 

 

 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS AND OPTIONS:

 

 

 

Net realized gain (loss) on:

 

 

 

Investments

 

5,782,986

 

Foreign currency related transactions

 

1,718,953

 

Options written

 

(7,538,750

)

Net realized loss on investments, foreign currency related transactions and options

 

(36,811

)

Net change in unrealized appreciation or depreciation on:

 

 

 

Investments

 

22,807,280

 

Foreign currency related transactions

 

(831,517

)

Options written

 

1,097,722

 

Net change in unrealized appreciation on investments, foreign currency related transactions and options

 

23,073,485

 

Net realized and unrealized gain on investments, foreign currency related transactions and options

 

23,036,674

 

Increase in net assets resulting from operations

 

$

24,039,028

 

 


*

Foreign taxes withheld

 

$

30,089

 

(1)

Commencement of operations

 

 

 

 

See Accompanying Notes to Financial Statements

 

8


 

STATEMENT OF CHANGES IN NET ASSETS

 

 

 

October 31,
2005
(1) to
February 28,
2006

 

FROM OPERATIONS:

 

 

 

Net investment income

 

$

1,002,354

 

Net realized loss on investments, foreign currency related transactions and options

 

(36,811

)

Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions and options

 

23,073,485

 

Net increase in net assets resulting from operations

 

24,039,028

 

 

 

 

 

FROM DISTRIBUTIONS TO SHAREHOLDERS:

 

 

 

Net investment income

 

(2,798,525

)

Total distributions

 

(2,798,525

)

 

 

 

 

FROM CAPITAL SHARE TRANSACTIONS:

 

 

 

Net proceeds from sale of shares(2)

 

344,033,000

 

Net increase in net assets resulting from capital share transactions

 

344,033,000

 

Net increase in net assets

 

365,273,503

 

 

 

 

 

NET ASSETS:

 

 

 

Beginning of period

 

100,000

 

End of period

 

$

365,373,503

 

Undistributed net investment income

 

$

1,628,960

 

 


(1)  Commencement of operations

(2)  Proceeds from sale of shares net of sales load of $16,245,000 and offering costs of $722,000

 

See Accompanying Notes to Financial Statements

 

9


 

ING GLOBAL ADVANTAGE AND

 

 

PREMIUM OPPORTUNITY FUND

 

FINANCIAL HIGHLIGHTS

 

Selected data for a share of beneficial interest outstanding throughout each period.

 

 

 

October 31,
2005
(1) to
February 28,
2006

 

Per Share Operating Performance:

 

 

 

Net asset value, beginning of period

 

$

19.06

(2)

Income (loss) from investment operations:

 

 

 

Net investment income

 

$

0.06

Net realized and unrealized loss

 

 

 

on investments

 

$

1.28

 

Total from investment operations

 

$

1.34

 

Less distributions from:

 

 

 

Net investment income

 

$

0.16

 

Total distributions

 

$

0.16

 

Net asset value, end of period

 

$

20.24

 

Market value, end of period

 

$

18.61

 

Total investment return at net asset value(3)

 

%

7.08

 

Total investment return at market value(4)

 

%

(6.17

)

 

 

 

 

Ratios and Supplemental Data:

 

 

 

Net assets, end of period (millions)

 

$

365

 

Ratios to average net assets:

 

 

 

Net expenses after expense reimbursement(5)

 

%

1.00

 

Gross expenses prior to expense reimbursement(5)

 

%

1.06

 

Net investment income after expense reimbursement(5)

 

%

0.86

 

Portfolio turnover rate(6)

 

%

41

 

 

(1)        Commencement of operations.

 

(2)        Net asset value at beginning of period reflects the deduction of the sales load of $0.90 per share and offering costs of $0.04 per share paid by the shareholder from the $20.00 offering price.

 

(3)        Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends and capital gain distributions, if any, in accordance with the provisions of the dividend reinvestment plan. Total investment return at net asset value is not annualized for periods less than one year.

 

(4)        Total investment return at market value measures the change in the market value of your investment assuming reinvestment of dividends and capital gain distributions, if any, in accordance with the provisions of the Fund’s dividend reinvestment plan. Total investment return at market value is not annualized for periods less than one year.

 

(5)        Annualized for periods less than one year.

 

(6)        Not annualized.

 

*            Per share data calculated using average number of shares outstanding throughout the period.

 

See Accompanying Notes to Financial Statements

 

10

 


 

NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006

 

NOTE 1 — ORGANIZATION

 

ING Global Advantage and Premium Opportunity Fund (the “Fund”) is a diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is organized as a Delaware statutory trust. The primary investment strategy for the Fund is to provide a high level of income. Capital appreciation is a secondary investment objective. The Fund seeks to achieve its investment objectives by investing in a portfolio of global common stocks and utilizing an integrated options writing strategy.

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

 

The following significant accounting policies are consistently followed by the Fund in the preparation of its financial statements, and such policies are in conformity with accounting principles generally accepted in the United States of America for investment companies.

 

A.    Security Valuation. Investments in equity securities traded on a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ are valued at the NASDAQ official closing prices. Securities traded on an exchange or NASDAQ for which there has been no sale and equity securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices. All investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities are valued at prices obtained from independent services or from one or more dealers making markets in the securities and may be adjusted based on the Fund’s valuation procedures. U.S. Government obligations are valued by using market quotations or independent pricing services which use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics.

 

Securities and assets for which market quotations are not readily available (which may include certain restricted securities which are subject to limitations as to their sale) are valued at their fair values as determined in good faith by or under the supervision of the Fund’s Board of Trustees (“Board”), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that the Fund calculates its net asset value may also be valued at their fair values as determined in good faith by or under the supervision of the Fund’s Board, in accordance with methods that are specifically authorized by the Board. The value of a foreign security traded on an exchange outside the United States is generally based on its price on the principal foreign exchange where it trades as of the time the Fund determines its net asset value (“NAV”) or if the foreign exchange closes prior to the time the Fund determines its NAV, the most recent closing price of the foreign security on its principal exchange. Trading in certain Non-U.S. securities may not take place on all days on which the New York Stock Exchange (“NYSE”) is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of the Fund’s 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 Fund’s assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Fund. In calculating the Fund’s 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 Fund’s 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 Fund’s 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 security’s fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time a Fund calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent

 

11


 

NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that the Fund could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, the Fund is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes the Fund to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time the Fund determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Fund’s NAV. Investments in securities maturing in 60 days or less are valued at amortized cost, which, when combined with accrued interest, approximates market value.

 

Options that are traded over-the-counter will be valued using one of three methods: (1) dealer quotes, (2) industry models with objective inputs, or (3) by using a benchmark arrived at by comparing prior-day dealer quotes with the corresponding change in the underlying security. Exchange traded options will be valued using the last reported sale. If no last sale is reported, exchange traded options will be valued using an industry accepted model such as “Black Scholes.” Options on currencies purchased by the Fund are valued at their last bid price in the case of listed options or at the average of the last bid prices obtained from dealers in the case of over-the-counter options.

 

B.    Security Transactions and Revenue Recognition. Security transactions are recorded on the trade date. Realized gains or losses on sales of investments are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Premium amortization and discount accretion are determined using the effective yield method. Dividend income is recorded on the ex-dividend date, or in the case of some foreign dividends, when the Fund becomes overdue of a dividend payment.

 

C.    Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

 

(1)   Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.

 

(2)   Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

 

Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at period end, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. Government securities. These risks include, but are not limited to, revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and U.S. Government securities.

 

D.    Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on their non-U.S. dollar

 

12


 

NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

denominated investment securities. When entering into a currency forward contract, the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Fund’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the statement of assets and liabilities. Realized and unrealized gains and losses on forward foreign currency contracts are included on the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the statement of assets and liabilities. Risks arise from the possible inability of counterparties to meet in terms of their contracts and from movement in currency and securities values and interest rates.

 

E.     Distributions to Shareholders. Dividends from net investment income and net realized gains, if any, are declared and paid quarterly by the Fund. Distributions are determined annually in accordance with federal tax principles, which may differ from accounting principles generally accepted in the United States of America for investment companies. The Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. Distributions are recorded on the ex-dividend date.

 

The Fund intends to make regular quarterly distributions based on the past and projected performance of the Fund. The tax treatment and characterization of the Fund’s 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 Fund’s distributions will normally reflect past and projected net investment income, and may include income from dividends and interest, capital gains and/or a return of capital. The final composition of the tax characteristics of the distributions cannot by determined with certainty until after the end of the year, and will be reported to shareholders at that time. The amount of quarterly distributions will vary, depending on a number of factors. As portfolio and market conditions change, the rate of dividends on the common shares will change. There can be no assurance that the Fund will be able to declare a dividend in each period. The Fund estimates that all prior distributions for the tax year commencing on October 31, 2005, will be comprised of approximately 100% net investment income.

 

F.     Federal Income Taxes. It is the policy of the Fund to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, no federal income tax provision is required. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.

 

G.    Use of Estimates. Management of the Fund has made certain estimates and assumptions relating to the reporting of assets, liabilities, income, and expenses to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America for investment companies. Actual results could differ from these estimates.

 

H.    Securities Lending. Under an agreement with The Bank of New York (“BNY”) the Fund has the option to temporarily loan up to 30% of its total assets to brokers, dealers or other financial institutions in exchange for a negotiated lender’s fee. The borrower is required to fully collateralize the loans with cash or U.S. Government securities. Generally, in the event of counterparty default, the Fund has the right to use collateral to offset losses incurred. There would be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Fund.

 

I.      Organization Expenses and Offering Costs. Costs incurred with the offering of common shares were recorded as a reduction of capital paid in excess of par applicable to common shares. Organization expenses are expensed as incurred.

 

J.     Options Contracts. The Fund may purchase put and call options and may write (sell) put options and covered call options. The premium received by the Fund upon the writing of a put or call option is included in the Statement of Assets and Liabilities as a liability which is subsequently marked-to-market until it is exercised or closed, or

 

13


 

NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)

 

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

 

it expires. The Fund will realize a gain or loss upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security for a written call option or purchased put option or the purchase cost of the security for a written put option or a purchased call option is adjusted by the amount of premium received or paid. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract.

 

K.    Repurchase Agreements. The Fund may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is usually short, from overnight to one week, while the underlying securities generally have longer maturities. The Fund will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, being invested by the Fund. The underlying collateral is valued daily on a mark to market basis to assure that the value, including accrued interest is at least equal to the repurchase price. There would be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.

 

NOTE 3 — INVESTMENT MANAGEMENT FEE

 

ING Investments, LLC (the “Investment Adviser”) is the Investment Adviser of the Fund. The Fund pays the Investment Adviser for its services under the Management Agreement, a fee, payable monthly, based on an annual rate of 0.75% of the Fund’s managed assets. For the purposes of the Management Agreement, managed assets are defined as the Fund’s average daily gross asset value, minus the sum of the Fund’s accrued and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than liabilities for the principal amount of any borrowings incurred, commercial paper or notes issued by the Fund and the liquidation preference of any outstanding preferred shares). As of February 28, 2006, there were no preferred shares outstanding.

 

The Investment Adviser entered into a Sub-Advisory Agreement with ING Investment Management Co. (“ING IM”). Subject to policies as the Board of Trustees or the Investment Adviser might determine, ING IM manages the Fund’s assets in accordance with the Fund’s investment objectives, policies and limitations.

 

ING Funds Services, LLC (the “Administrator”) serves as Administrator to the Fund. The Fund pays the Administrator for its services a fee based on an annual rate of 0.10% of the Fund’s managed assets. The Investment Adviser, ING IM, and the Administrator are indirect, wholly-owned subsidiaries of ING Groep N.V. (“ING Groep”). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and institutional investors.

 

The Investment Adviser has entered into a written Expense Limitation Agreement with the Fund under which it will limit the expenses of the Fund, excluding interest, taxes, leverage expenses, and extraordinary expenses to 1.00% of average net assets. The Investment Adviser may at a later day recoup from the Fund fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such reimbursement, the Fund’s expense ratio does not exceed the percentage described above. The Expense Limitation Agreement is contractual and shall renew automatically for one-year terms unless ING Investments provides written notice of the termination within 90 days of the end of the then current term.

 

14


 

NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)

 

NOTE 4 — OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES

 

At February 28, 2006, the Fund had the following amounts recorded in payable to affiliates on the accompanying Statement of Assets and Liabilities:

 

Accrued
Investment
Management
Fees

 

Accrued
Administrative
Fees

 

Total

 

$88,281

 

$27,823

 

$116,104

 

 

The Fund has adopted a Retirement Policy covering all Independent Trustees of the Fund who will have served as an Independent Trustee for at least five years at the time of retirement. Benefits under this plan are based on an annual rate as defined in the plan agreement and are recorded as trustee fees in the financial statements.

 

NOTE 5 — PURCHASES AND SALES OF INVESTMENT SECURITIES

 

The cost of purchases and proceeds from sales of investments for the period ended February 28, 2006, excluding short-term securities, were $486,532,047 and $147,916,681, respectively.

 

NOTE 6 — CALL OPTIONS WRITTEN

 

Written option activity for the Fund for the period ended February 28, 2006 was as follows:

 

 

 

Number of
Contracts
(000’s)

 

Premiums
Received

 

Options outstanding at October 31, 2005

 

 

$

 

Options written

 

9,340

 

17,176,322

 

Options terminated in closing purchase transactions

 

(6,985

)

(10,978,069

)

Options expired

 

(112

)

(1,838,271

)

Options outstanding at February 28, 2006

 

2,243

 

$

4,359,982

 

 

NOTE 7 — CONCENTRATION OF INVESTMENT RISKS

 

Foreign Securities and Emerging Markets. The Fund makes significant investments in foreign securities and may invest up to 20% of its managed assets in securities issued by companies located in countries with emerging markets. Investments in foreign securities may entail risks not present in domestic investments. Since investments in securities are denominated in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, as well as from movements in currency, security value and interest rate, all of which could affect the market and/or credit risk of the investments. The risks of investing in foreign securities can be intensified in the case of investments in issuers located in countries with emerging markets.

 

Leverage. Although the Fund has no current intention to do so, the Fund is authorized to utilize leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities. In the event that the Fund determines in the future to utilize investment leverage, there can be no assurance that such a leveraging strategy will be successful during any period in which it is employed.

 

NOTE 8 — SECURITIES LENDING

 

Under an agreement with BNY, the Fund can lend its securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. Government securities. The collateral must be in an amount equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the “Agreement”). The securities purchased with cash collateral received are reflected in the Portfolio of Investments. Generally, in the event of counterparty default, the Fund has the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrower’s failure to return a loaned security; however there would be a potential loss to the Fund in the event the Fund is delayed or prevented from exercising their right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in the Fund. At February 28, 2006, the Fund did not have any securities on loan.

 

NOTE 9 — CAPITAL SHARES

 

Transaction in capital shares and dollars were as follows:

 

 

 

October 31, 2005(1) 
to
February 28,

 

 

 

2006

 

Number of Shares

 

 

 

Shares sold

 

 

18,050,000

 

Net increase in shares outstanding

 

 

18,050,000

 

$

 

 

 

Shares sold(2)

 

 

$344,033,000

 

Net increase

 

 

$344,033,000

 

 


(1) Commencement of operations

(2) Proceeds from sales of shares net of sales load paid of $16,245,000 and offering costs of $722,000.

 

15


 

NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)

 

NOTE 10 — FEDERAL INCOME TAXES

 

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as distributions of paid-in capital.

 

The following permanent tax differences have been reclassified as of the Fund’s tax year ended December 31, 2005:

 

Paid-in
Capital

 

Undistributed
Net Investment Income
On Investments

 

Accumulated
Net Realized
Gains/(Losses)

 

$—

 

$ 3,425,131

 

$(3,425,131)

 

 

Dividends paid by the Fund from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.

 

The tax composition of dividends and distributions to shareholders was as follows:

 

Tax Year Ended
December 31, 2005

Ordinary
Income

$2,798,525

 

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of the tax year ended December 31, 2005 were:

 

Undistributed
Ordinary
Income

 

Undistributed
Long Term
Capital Gains

 

Unrealized
Appreciation/
Depreciation

 

Post-October
Capital
Losses
Deferred

 

Capital
Loss
Carryforwards

 

$812,038

 

$—

 

$ 23,302,192

 

$(4,803,692)

 

$—

 

 

NOTE 11 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS

 

In 2004 ING Investments has reported to the Boards of Directors/Trustees (the “Boards”) of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

 

In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep N.V., including ING Investments (collectively, “ING”), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. ING’s internal review related to mutual fund trading is now substantially completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING’s variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Board.

 

ING Investments has advised the Board that most of the identified arrangements were initiated prior to ING’s acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits

 

16


 

NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)

 

NOTE 11 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

 

in return for any of these arrangements, which have all been terminated.

 

Based on the internal review, ING Investments has advised the Board that the identified arrangements do not represent a systemic problem in any of the companies that were involved.

 

In September 2005, ING Funds Distributor, LLC (“IFD”), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding three arrangements, dating from 1995, 1996 and 1998, under which the administrator to the then-Pilgrim Funds, which subsequently became part of the ING Funds, entered into formal and informal arrangements that permitted frequent trading. Under the terms of the Letter of Acceptance, Waiver and Consent (“AWC”) with the NASD, under which IFD neither admitted nor denied the allegations or findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING Funds for losses attributable to excessive trading described in the AWC; and (iv) agreement to make certification to NASD regarding the review and establishment of certain procedures.

 

In addition to the arrangements discussed above, in 2004 ING Investments reported to the Board that, at that time, these instances include the following, in addition to the arrangements subject to the AWC discussed above:

 

      Aeltus Investment Management, Inc. (a predecessor entity to ING Investment Management Co.) has identified two investment professionals who engaged in extensive frequent trading in certain ING Funds. One was subsequently terminated for cause and incurred substantial financial penalties in connection with this conduct and the second has been disciplined.

 

      ReliaStar Life Insurance Company (“ReliaStar”) entered into agreements seven years ago permitting the owner of policies issued by the insurer to engage in frequent trading and to submit orders until 4pm Central Time. In 2001 ReliaStar also entered into a selling agreement with a broker-dealer that engaged in frequent trading. Employees of ING affiliates were terminated and/or disciplined in connection with these matters.

 

      In 1998, Golden American Life Insurance Company entered into arrangements permitting a broker-dealer to frequently trade up to certain specific limits in a fund available in an ING variable annuity product. No employee responsible for this arrangement remains at the company.

 

For additional information regarding these matters, you may consult the Form 8-K and Form 8-K/A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SEC’s Web site at http://www.sec.gov. Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Board are the only instances of such trading respecting the ING Funds.

 

ING Investments reported to the Board that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Board that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING’s acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, ING Investments reported that given ING’s 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 ING’s internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the Securities and Exchange Commission. ING Investments reported to the Board that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.

 

      ING updated its Code of Conduct for employees reinforcing its employees’ obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.

 

17


 

NOTES TO FINANCIAL STATEMENTS AS OF FEBRUARY 28, 2006 (CONTINUED)

 

NOTE 11 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

 

      The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.

 

      ING instituted excessive trading policies for all customers in its variable insurance and retirement products and for shareholders of the ING Funds sold to the public through financial intermediaries. ING does not make exceptions to these policies.

 

      ING reorganized and expanded its U.S. Compliance Department, and created an Enterprise Compliance team to enhance controls and consistency in regulatory compliance.

 

As has been widely reported in the media, the New York Attorney General’s office (“NYAG”) is conducting broad investigations regarding insurance quoting and brokerage practices. ING U.S. has been subpoenaed in this regard, and is cooperating fully with these NYAG requests for information.

 

ING U.S. believes that its practices are consistent with our business principles and our commitment to our customers.

 

At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

 

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.

 

NOTE 12 — SUBSEQUENT EVENT

 

Dividends: Subsequent to February 28, 2006, the Fund declared a quarterly distribution dividend of:

 

Per Share
Amount

 

Declaration Date

 

Payable Date

 

Record Date

 

$0.4650

 

03/22/2006

 

04/17/2006

 

03/31/2006

 

 

18


 

ING GLOBAL ADVANTAGE AND

 

PORTFOLIO OF INVESTMENTS

PREMIUM OPPORTUNITY FUND

 

AS OF FEBRUARY 28, 2006

 

Shares

 

Value

 

COMMON STOCK: 100.0%

 

 

 

 

 

 

Australia: 2.4%

 

 

 

 

8,689

 

Alinta Ltd.

 

$

71,465

 

 

106,916

 

Amcor Ltd.

 

587,328

 

 

81,164

 

AMP Ltd.

 

515,790

 

 

16,094

 

Aristocrat Leisure Ltd.

 

143,211

 

 

3,710

 

Australian Gas Light Co., Ltd.

 

52,593

 

 

19,273

 

Australian Stock Exchange Ltd.

 

462,522

 

 

42,449

 

BHP Billiton Ltd.

 

764,198

 

 

157,358

 

BlueScope Steel Ltd.

 

765,050

 

 

36,966

 

Boral Ltd.

 

240,037

 

 

17,431

 

Brambles Industries Ltd.

 

129,914

 

 

34,809

 

Coca-Cola Amatil Ltd.

 

181,479

 

 

3,388

 

Cochlear Ltd.

 

122,906

 

 

38,264

 

Commonwealth Bank of Australia

 

1,270,820

 

 

3,053

 

CSL Ltd.

 

119,064

 

 

15,034

 

Leighton Holdings Ltd.

 

202,683

 

 

38,137

 

National Australia Bank Ltd.

 

1,035,596

 

 

39,796

 

OneSteel Ltd.

 

113,273

 

 

179,953

 

Prime Retail Group

 

906,611

 

 

9,196

 

Publishing & Broadcasting Ltd.

 

115,910

 

 

115,697

 

Qantas Airways Ltd.

 

350,788

 

 

33,577

 

Telstra Corp. Ltd.

 

95,591

 

 

5,594

 

Woodside Petroleum Ltd.

 

168,002

 

 

25,716

 

Woolworths Ltd.

 

350,397

 

 

 

 

 

 

8,765,228

 

 

 

 

Austria: 0.2%

 

 

 

 

276

 

Boehler-Uddeholm AG

 

51,785

 

 

2,049

 

Erste Bank der Oesterreichischen Sparkassen AG

 

124,568

 

 

7,123

@

IMMOFINANZ Immobilien Anlagen AG

 

72,714

 

 

2,366

 

OMV AG

 

146,756

 

 

5,188

 

Telekom Austria AG

 

118,682

 

 

113

 

Verbund - Oesterreichische Elektrizitaetswirtschafts AG

 

52,563

 

 

469

 

Voestalpine AG

 

54,669

 

 

2,242

 

Wienerberger AG

 

103,962

 

 

 

 

 

 

725,699

 

 

 

 

Belgium: 0.5%

 

 

 

 

3,461

 

Belgacom SA

 

104,048

 

 

1,628

 

Delhaize Group

 

108,620

 

 

20,333

 

Fortis

 

724,377

 

 

455

 

Groupe Bruxelles Lambert SA

 

49,951

 

 

2,746

 

Interbrew

 

126,960

 

 

5,037

 

KBC Bancassurance Holding

 

525,911

 

 

1,324

 

Solvay SA

 

146,502

 

 

1,170

 

UCB SA

 

55,426

 

 

 

 

 

 

1,841,795

 

 

 

 

Bermuda: 0.0%

 

 

 

 

2,900

 

Frontline Ltd.

 

111,572

 

 

 

 

 

 

111,572

 

 

 

 

Denmark: 0.2%

 

 

 

 

22

 

AP Moller - Maersk A/S

 

201,669

 

 

850

 

Carlsberg A/S

 

53,225

 

 

800

 

Danisco A/S

 

58,688

 

 

6,400

 

Danske Bank A/S

 

228,238

 

 

7,000

 

GN Store Nord

 

93,310

 

 

10,200

 

H Lundbeck A/S

 

210,067

 

 

3,800

@

Vestas Wind Systems A/S

 

$

79,625

 

 

 

 

 

 

924,822

 

 

 

 

Finland: 0.6%

 

 

 

 

5,400

 

Fortum OYJ

 

130,659

 

 

1,950

@

Neste Oil OYJ

 

59,579

 

 

66,400

 

Nokia OYJ

 

1,235,722

 

 

9,200

 

Outokumpu OYJ

 

166,958

 

 

4,700

 

Rautaruukki OYJ

 

158,407

 

 

7,100

 

Sampo OYJ

 

142,322

 

 

3,500

 

Stora Enso OYJ

 

49,880

 

 

5,900

 

Wartsila OYJ

 

215,030

 

 

 

 

 

 

2,158,557

 

 

 

 

France: 3.8%

 

 

 

 

8,224

 

Air France

 

190,317

 

 

2,957

@,#

Atos Origin

 

206,080

 

 

25,214

 

AXA

 

891,636

 

 

23,198

@

BNP Paribas

 

2,147,173

 

 

13,820

 

Bouygues

 

725,990

 

 

6,550

 

Casino Guichard Perrachon SA

 

408,333

 

 

12,946

 

Cie de Saint-Gobain

 

863,788

 

 

1,489

#

Cie Generale D’Optique Essilor International SA

 

128,312

 

 

4,460

 

L’Oreal SA

 

394,390

 

 

2,820

 

Lafarge SA

 

295,052

 

 

2,305

 

Lagardere SCA

 

178,211

 

 

5,138

 

LVMH Moet Hennessy Louis Vuitton SA

 

466,786

 

 

3,171

 

Neopost SA

 

317,457

 

 

3,255

 

Pernod-Ricard

 

557,119

 

 

966

 

Pinault-Printemps-Redoute

 

111,301

 

 

6,510

 

Renault SA

 

625,644

 

 

13,284

 

Sanofi-Synthelabo SA

 

1,130,946

 

 

5,693

 

Sodexho Alliance SA

 

242,255

 

 

19,989

 

Suez SA

 

734,245

 

 

9,135

 

Thales SA

 

416,257

 

 

8,880

 

Total SA

 

2,233,591

 

 

1,468

 

Veolia Environnement

 

76,763

 

 

21,270

 

Vivendi Universal SA

 

643,491

 

 

 

 

 

 

13,985,137

 

 

 

 

Germany: 2.7%

 

 

 

 

1,115

 

Adidas-Salomon AG

 

217,930

 

 

609

 

Allianz AG

 

98,369

 

 

14,562

 

Commerzbank AG

 

532,139

 

 

6,076

 

Continental AG

 

624,716

 

 

9,969

 

Deutsche Bank AG

 

1,103,027

 

 

9,353

 

Deutsche Lufthansa AG

 

154,125

 

 

6,827

 

Deutsche Post AG

 

177,663

 

 

41,092

 

Deutsche Telekom AG

 

649,417

 

 

1,938

 

EON AG

 

214,967

 

 

1,033

 

Fresenius Medical Care AG

 

111,042

 

 

1,293

 

Henkel KGaA

 

142,677

 

 

13,490

@

Infineon Technologies AG

 

124,647

 

 

17,641

 

MAN AG

 

1,113,293

 

 

3,121

 

Merck KGaA

 

312,044

 

 

2,269

 

Metro AG

 

120,878

 

 

8,698

 

Muenchener Rueckversicherungs AG

 

1,180,944

 

 

6,650

 

RWE AG

 

571,898

 

 

3,371

 

SAP AG

 

689,625

 

 

3,278

 

Siemens AG

 

301,510

 

 

See Accompanying Notes to Financial Statements

 

19


 

ING GLOBAL ADVANTAGE  AND

 

PORTFOLIO OF INVESTMENTS

PREMIUM OPPORTUNITY FUND

 

AS OF FEBRUARY 28, 2006 (CONTINUED)

 

Shares

 

Value

 

 

 

 

Germany (continued)

 

 

 

 

51,598

 

ThyssenKrupp AG

 

$

1,307,176

 

 

2,541

 

TUI AG

 

50,191

 

 

 

 

 

 

9,798,278

 

 

 

 

Greece: 0.2%

 

 

 

 

6,008

 

Cosmote Mobile Communications SA

 

128,632

 

 

11,475

 

EFG Eurobank Ergasias SA

 

455,684

 

 

2,225

 

National Bank of Greece

 

114,316

 

 

3,700

 

OPAP SA

 

140,182

 

 

1,149

 

Titan Cement Co. SA

 

54,698

 

 

 

 

 

 

893,512

 

 

 

 

Hong Kong: 0.8%

 

 

 

 

123,600

 

Bank of East Asia

 

422,629

 

 

63,000

 

Cathay Pacific Airways Ltd.

 

116,756

 

 

25,000

 

Esprit Holdings Ltd.

 

191,179

 

 

180,346

 

Hang Lung Properties Ltd.

 

322,740

 

 

67,000

 

Henderson Land Development

 

356,758

 

 

12,000

 

Hong Kong Exchanges and Clearing Ltd.

 

61,258

 

 

84,000

 

HongKong Electric Holdings

 

386,758

 

 

34,000

 

Hutchison Whampoa International Ltd.

 

322,060

 

 

35,000

 

New World Development Ltd.

 

55,621

 

 

16,074

 

PCCW Ltd.

 

10,998

 

 

294,000

 

Sino Land Co.

 

438,354

 

 

4,500

 

Swire Pacific Ltd.

 

42,962

 

 

24,000

 

Techtronic Industries Co.

 

41,563

 

 

 

 

 

 

2,769,636

 

 

 

 

Ireland: 0.3%

 

 

 

 

23,263

 

Allied Irish Banks PLC

 

555,804

 

 

8,023

 

CRH PLC

 

263,201

 

 

5,800

@

Grafton Group PLC

 

71,244

 

 

4,065

 

Irish Life & Permanent PLC

 

89,612

 

 

4,886

 

Kerry Group PLC

 

108,142

 

 

 

 

 

 

1,088,003

 

 

 

 

Italy: 1.7%

 

 

 

 

17,563

 

Assicurazioni Generali S.p.A.

 

630,107

 

 

4,423

 

Autostrade S.p.A.

 

112,931

 

 

20,761

 

Banca Antonveneta S.p.A.

 

654,302

 

 

32,282

 

Banca Fideuram S.p.A.

 

195,756

 

 

113,210

 

Banca Intesa S.p.A.

 

668,972

 

 

127,176

 

Capitalia S.p.A.

 

960,698

 

 

38,438

 

ENI-Ente Nazionale Idrocarburi S.p.A.

 

1,099,007

 

 

17,290

 

Mediaset S.p.A.

 

203,521

 

 

128,750

 

Pirelli & C S.p.A.

 

121,633

 

 

297,492

@

Telecom Italia S.p.A.

 

683,628

 

 

253,289

 

Terna S.p.A.

 

666,559

 

 

8,652

 

UniCredito Italiano S.p.A.

 

62,937

 

 

 

 

 

 

6,060,051

 

 

 

 

Japan: 10.8%

 

 

 

 

2,320

 

Acom Co., Ltd.

 

142,118

 

 

400

 

Advantest Corp.

 

45,223

 

 

4,100

 

Aiful Corp.

 

273,868

 

 

28,000

 

Asahi Breweries Ltd.

 

378,229

 

 

64,000

 

Asahi Glass Co., Ltd.

 

903,320

 

 

17,000

 

Bank of Fukuoka Ltd.

 

144,143

 

 

31,000

 

Bank of Kyoto Ltd.

 

361,468

 

 

6,000

 

Canon Sales Co., Inc.

 

$

128,222

 

 

14,000

 

Casio Computer Co., Ltd.

 

226,529

 

 

28

 

Central Japan Railway Co.

 

274,037

 

 

8,600

 

Credit Saison Co., Ltd.

 

405,911

 

 

28,000

 

Dai Nippon Printing Co., Ltd.

 

494,583

 

 

68,000

 

Dainippon Screen Manufacturing Co., Ltd.

 

630,269

 

 

40,000

 

Denki Kagaku Kogyo K K

 

167,851

 

 

24

 

East Japan Railway Co.

 

170,630

 

 

18,900

 

Eisai Co., Ltd.

 

873,547

 

 

90

 

Fuji Television Network, Inc.

 

217,747

 

 

54,000

 

Fujitsu Ltd.

 

430,016

 

 

116,000

 

Hitachi Ltd.

 

807,585

 

 

21,200

 

Honda Motor Co., Ltd.

 

1,237,550

 

 

186

 

Index Corp.

 

336,182

 

 

14,900

 

Isetan Co., Ltd.

 

269,465

 

 

87,000

 

Itochu Corp.

 

722,665

 

 

3,100

 

Jafco Co., Ltd.

 

211,220

 

 

71,000

 

Japan Airlines Corp.

 

189,824

 

 

27

 

Japan Tobacco, Inc.

 

463,588

 

 

16,600

 

JFE Holdings, Inc.

 

611,489

 

 

14,000

 

Kao Corp.

 

380,045

 

 

47,000

 

Kawasaki Kisen Kaisha Ltd.

 

292,173

 

 

13,000

 

Keisei Electric Railway Co., Ltd.

 

83,559

 

 

1,400

 

Keyence Corp.

 

382,210

 

 

28,000

 

Kintetsu Corp.

 

108,345

 

 

16,000

 

Kirin Brewery Co., Ltd.

 

210,436

 

 

93,000

 

Kobe Steel Ltd.

 

353,212

 

 

79,000

 

Kubota Corp.

 

772,140

 

 

21,400

 

Kyushu Electric Power Co., Inc.

 

515,893

 

 

25,800

 

Leopalace21 Corp.

 

927,434

 

 

26,300

 

Makita Corp.

 

764,397

 

 

97,000

 

Marubeni Corp.

 

480,798

 

 

17

 

Millea Holdings, Inc.

 

345,741

 

 

46,000

@

Mitsubishi Chemical Holdings Corp.

 

281,183

 

 

50

 

Mitsubishi Tokyo Financial Group, Inc.

 

741,919

 

 

31,000

 

Mitsui Chemicals, Inc.

 

248,141

 

 

21,000

 

Mitsui OSK Lines Ltd.

 

153,028

 

 

21,000

 

Mitsui Sumitomo Insurance Co., Ltd.

 

276,791

 

 

66,000

 

Mitsui Trust Holdings, Inc.

 

967,090

 

 

107

 

Mizuho Financial Group, Inc.

 

852,405

 

 

4,900

 

Nidec Corp.

 

388,432

 

 

32,000

 

Nikon Corp.

 

543,874

 

 

5,400

 

Nintendo Co., Ltd.

 

795,898

 

 

46,000

 

Nippon Oil Corp.

 

348,591

 

 

124,000

 

Nippon Steel Corp.

 

493,881

 

 

214

 

Nippon Telegraph & Telephone Corp.

 

923,476

 

 

50

 

Nippon Unipac Holding

 

230,927

 

 

26,000

 

Nippon Yusen Kabushiki Kaisha

 

169,033

 

 

85,000

 

Nishi-Nippon City Bank Ltd.

 

435,393

 

 

92,000

 

Nisshin Steel Co., Ltd.

 

306,765

 

 

22,000

 

Nisshinbo Industries, Inc.

 

231,177

 

 

38,000

 

OJI Paper Co. Ltd.

 

262,493

 

 

161,000

 

Oki Electric Industry Ltd.

 

515,613

 

 

1,700

 

Oriental Land Co., Ltd.

 

100,174

 

 

2,100

 

ORIX Corp.

 

552,534

 

 

9,800

 

Promise Co., Ltd.

 

591,038

 

 

271

@

Resona Holdings, Inc.

 

955,025

 

 

4,000

 

Sankyo Co., Ltd.

 

244,549

 

 

See Accompanying Notes to Financial Statements

 

20


 

ING GLOBAL ADVANTAGE  AND

 

PORTFOLIO OF INVESTMENTS

PREMIUM OPPORTUNITY FUND

 

AS OF FEBRUARY 28, 2006 (CONTINUED)

 

Shares

 

Value

 

 

 

 

Japan (continued)

 

 

 

 

4,000

 

Sekisui Chemical Co., Ltd.

 

$

32,264

 

 

76,000

 

Shimizu Corp.

 

533,177

 

 

33,000

 

Shinsei Bank Ltd.

 

221,807

 

 

34,000

 

Sompo Japan Insurance, Inc.

 

493,503

 

 

6,200

 

Sony Corp.

 

290,120

 

 

40,000

 

Sumitomo Corp.

 

540,058

 

 

33,000

 

Sumitomo Metal Industries Ltd.

 

146,414

 

 

1,000

 

Taisei Corp.

 

4,841

 

 

22,000

 

Takashimaya Co., Ltd.

 

318,508

 

 

16,600

 

Takeda Chemical Industries Ltd.

 

924,135

 

 

3,320

 

Takefuji Corp.

 

212,926

 

 

8,600

 

Terumo Corp.

 

262,396

 

 

7,500

 

Tokyo Electron Ltd.

 

499,181

 

 

232,000

 

Tokyo Gas Co., Ltd.

 

1,055,661

 

 

3,600

 

Tokyo Steel Manufacturing Co., Ltd.

 

69,132

 

 

56,000

 

Toshiba Corp.

 

317,193

 

 

76,000

 

Tosoh Corp.

 

399,006

 

 

68,000

 

Toyobo Co., Ltd.

 

210,251

 

 

26,700

 

Toyota Motor Corp.

 

1,422,449

 

 

25,000

 

Toyota Tsusho Corp.

 

578,303

 

 

52,000

 

UNY Co., Ltd.

 

790,543

 

 

38

 

West Japan Railway Co.

 

153,935

 

 

65,400

 

Yamaha Motor Co., Ltd.

 

1,490,636

 

 

 

 

 

 

39,309,531

 

 

 

 

Luxembourg: 0.2%

 

 

 

 

17,809

@

Arcelor

 

652,533

 

 

 

 

 

 

652,533

 

 

 

 

Netherlands: 2.6%

 

 

 

 

21,617

 

Aegon NV

 

356,519

 

 

22,514

 

Akzo Nobel NV

 

1,143,080

 

 

8,258

@

ASML Holding NV

 

170,821

 

 

6,848

 

Buhrmann NV

 

114,752

 

 

2,015

 

Euronext NV

 

126,327

 

 

24,482

@

Koninklijke Ahold NV

 

199,847

 

 

28,587

 

Koninklijke Philips Electronics NV

 

930,435

 

 

75,202

 

Royal Dutch Shell PLC

 

2,257,269

 

 

66,540

 

Royal Dutch Shell PLC - Class B

 

2,088,653

 

 

32,046

 

Royal KPN NV

 

331,802

 

 

524

 

SBM Offshore NV

 

51,619

 

 

10,854

 

TPG NV

 

353,110

 

 

12,458

 

Unilever NV

 

864,916

 

 

1,288

 

Wereldhave NV

 

137,327

 

 

23,654

 

Wolters Kluwer NV

 

519,004

 

 

 

 

 

 

9,645,481

 

 

 

 

New Zealand: 0.0%

 

 

 

 

28,900

 

Telecom Corp. of New Zealand Ltd.

 

101,595

 

 

 

 

 

 

101,595

 

 

 

 

Norway: 0.3%

 

 

 

 

10,400

 

DNB Holding ASA

 

126,169

 

 

440

 

Norsk Hydro ASA

 

51,532

 

 

2,400

 

Norske Skogindustrier ASA

 

35,907

 

 

3,150

 

Orkla ASA

 

137,284

 

 

20,100

 

Statoil ASA

 

514,671

 

 

11,400

 

Telenor ASA

 

123,124

 

 

2,200

 

Yara International ASA

 

33,395

 

 

 

 

 

 

1,022,082

 

 

 

 

Portugal: 0.1%

 

 

 

 

50,492

 

Banco Comercial Portugues SA

 

$

149,935

 

 

27,874

 

Electricidade de Portugal SA

 

97,365

 

 

11,582

 

Portugal Telecom SGPS SA

 

133,664

 

 

 

 

 

 

380,964

 

 

 

 

Singapore: 0.3%

 

 

 

 

58,000

 

CapitaLand Ltd.

 

149,539

 

 

95,000

 

ComfortDelgro Corp., Ltd.

 

96,320

 

 

8,000

 

Fraser and Neave Ltd.

 

93,854

 

 

49,000

 

SembCorp Industries Ltd.

 

93,851

 

 

7,000

 

Singapore Airlines Ltd.

 

63,585

 

 

22,000

 

Singapore Press Holdings Ltd.

 

60,051

 

 

100,000

 

Singapore Telecommunications Ltd.

 

160,442

 

 

55,000

 

United Overseas Bank Ltd.

 

506,646

 

 

 

 

 

 

1,224,288

 

 

 

 

Spain: 1.7%

 

 

 

 

5,468

 

Abertis Infraestructuras SA

 

141,600

 

 

3,425

 

Antena 3 de Television SA

 

90,864

 

 

99,683

 

Banco Bilbao Vizcaya Argentaria SA

 

2,027,470

 

 

30,526

 

Banco Santander Central Hispano SA

 

446,028

 

 

12,399

 

Ebro Puleva SA

 

225,834

 

 

35,617

 

Endesa SA

 

1,192,794

 

 

4,440

 

Fomento de Construcciones y Contratas SA

 

301,906

 

 

1,479

 

Grupo Ferrovial

 

110,738

 

 

3,386

 

Inditex SA

 

121,561

 

 

1,428

 

Inmobiliaria Colonial

 

91,683

 

 

13,819

 

Repsol YPF SA

 

386,311

 

 

67,194

 

Telefonica SA

 

1,036,204

 

 

 

 

 

 

6,172,993

 

 

 

 

Sweden: 1.0%

 

 

 

 

9,600

 

Atlas Copco AB

 

218,090

 

 

7,000

@

Capio AB

 

120,966

 

 

4,100

 

Electrolux AB

 

113,317

 

 

2,700

 

Fabege AB

 

53,554

 

 

7,150

 

Hennes & Mauritz AB

 

260,345

 

 

1,600

@

Modern Times Group AB

 

74,072

 

 

5,000

 

Scania AB

 

208,857

 

 

4,600

 

Securitas AB

 

84,452

 

 

8,000

 

SKF AB

 

116,086

 

 

1,400

 

Ssab Svenskt Stal AB

 

62,859

 

 

4,800

 

Svenska Cellulosa AB

 

201,146

 

 

26,700

 

Svenska Handelsbanken AB

 

694,371

 

 

5,200

 

Swedish Match AB

 

69,584

 

 

17,900

 

Tele2 AB

 

193,061

 

 

231,000

 

Telefonaktiebolaget LM Ericsson

 

786,582

 

 

6,900

 

Volvo AB

 

300,824

 

 

1,100

 

Volvo AB - Class B

 

46,563

 

 

 

 

 

 

3,604,729

 

 

 

 

Switzerland: 3.0%

 

 

 

 

3,001

 

Adecco SA

 

164,699

 

 

41,579

@

Clariant AG

 

635,486

 

 

9,802

 

Compagnie Financiere Richemont AG

 

426,939

 

 

7,254

 

Credit Suisse Group

 

401,856

 

 

161

 

Kuehne & Nagel International AG

 

48,576

 

 

See Accompanying Notes to Financial Statements

 

21


 

ING GLOBAL ADVANTAGE  AND

 

PORTFOLIO OF INVESTMENTS

PREMIUM OPPORTUNITY FUND

 

AS OF FEBRUARY 28, 2006 (CONTINUED)

 

Shares

 

Value

 

 

 

 

Switzerland (continued)

 

 

 

 

1,724

@

Logitech International SA

 

$

69,465

 

 

5,810

 

Nestle SA

 

1,708,552

 

 

20,066

 

Novartis AG

 

1,080,059

 

 

5,031

 

Phonak Holding AG

 

242,882

 

 

16,497

 

Roche Holding AG

 

2,437,938

 

 

1,033

 

Schindler Holding AG

 

485,430

 

 

11,029

 

STMicroelectronics NV

 

186,937

 

 

5,817

 

Swiss Reinsurance

 

414,471

 

 

343

 

Swisscom AG

 

103,030

 

 

21,076

 

UBS AG

 

2,239,738

 

 

1,943

@

Zurich Financial Services AG

 

458,932

 

 

 

 

 

 

11,104,990

 

 

 

 

United Kingdom: 9.1%

 

 

 

 

54,590

 

Amec PLC

 

378,953

 

 

20,131

 

ARM Holdings PLC

 

48,462

 

 

9,286

 

Arriva PLC

 

97,963

 

 

40,652

 

AstraZeneca PLC

 

1,874,374

 

 

24,224

 

Aviva PLC

 

334,620

 

 

196,867

 

Barclays PLC

 

2,302,158

 

 

256,391

 

BP PLC

 

2,831,598

 

 

24,686

 

Brambles Industries PLC

 

178,089

 

 

33,629

@

British Airways PLC

 

193,208

 

 

48,627

 

British American Tobacco PLC

 

1,156,657

 

 

368,413

 

BT Group PLC

 

1,326,639

 

 

1,588

 

Carnival PLC

 

86,614

 

 

343,238

 

Centrica PLC

 

1,745,583

 

 

373,666

 

Corus Group PLC

 

471,176

 

 

16,367

 

Davis Service Group PLC

 

141,114

 

 

19,320

 

First Choice Holidays PLC

 

76,334

 

 

16,013

 

First Group PLC

 

117,575

 

 

45,668

 

George Wimpey PLC

 

442,047

 

 

11,299

 

GKN PLC

 

67,206

 

 

55,721

 

GlaxoSmithKline PLC

 

1,412,958

 

 

13,415

 

HBOS PLC

 

249,423

 

 

45,281

 

Hilton Group PLC

 

291,817

 

 

107,225

 

HMV Group PLC

 

347,348

 

 

121,006

 

HSBC Holdings PLC

 

2,067,446

 

 

18,387

 

Intercontinental Hotels Group PLC

 

282,155

 

 

59,470

 

iSOFT Group PLC

 

193,516

 

 

159,473

 

Kingfisher PLC

 

636,808

 

 

3,501

 

Legal & General Group PLC

 

7,982

 

 

2,599

 

Lloyds TSB Group PLC

 

25,206

 

 

44,466

 

LogicaCMG PLC

 

156,304

 

 

10,060

@

Marconi Corp. PLC

 

69,481

 

 

5,674

 

National Express Group PLC

 

88,226

 

 

20,577

 

Old Mutual PLC

 

67,636

 

 

125,496

 

Pilkington PLC

 

355,860

 

 

4,289

 

Provident Financial PLC

 

45,169

 

 

30,999

 

Prudential PLC

 

327,421

 

 

10,561

 

Reckitt Benckiser PLC

 

375,418

 

 

52,682

 

Rentokil Initial PLC

 

144,848

 

 

145,062

 

Rexam PLC

 

1,287,827

 

 

285,328

 

Royal & Sun Alliance Insurance Group

 

649,535

 

 

89,737

 

Royal Bank of Scotland Group PLC

 

2,996,728

 

 

84,963

 

SABMiller PLC

 

1,686,004

 

 

33,021

 

Schroders PLC

 

664,697

 

 

58,419

 

Slough Estates PLC

 

622,773

 

 

45,478

 

Stagecoach Group PLC

 

89,269

 

 

155,855

 

Tesco PLC

 

922,101

 

 

92,034

 

Tomkins PLC

 

$

536,421

 

 

69,351

 

Trinity Mirror PLC

 

700,576

 

 

591,660

 

Vodafone Group PLC

 

1,131,776

 

 

7,931

 

Whitbread PLC

 

147,017

 

 

63,849

 

Yell Group PLC

 

620,511

 

 

 

 

 

 

33,070,627

 

 

 

 

United States: 57.5%

 

 

 

 

12,900

 

3M Co.

 

949,311

 

 

2,300

 

Abbott Laboratories

 

101,614

 

 

63,700

@

AES Corp.

 

1,102,010

 

 

32,800

 

Aetna, Inc.

 

1,672,800

 

 

35,300

 

Altria Group, Inc.

 

2,538,070

 

 

20,900

 

American Express Co.

 

1,126,092

 

 

44,400

 

American International Group, Inc.

 

2,946,384

 

 

15,500

 

American Standard Cos, Inc.

 

613,490

 

 

17,400

 

AmerisourceBergen Corp.

 

800,226

 

 

20,700

@

Amgen, Inc.

 

1,562,643

 

 

34,000

@

Apple Computer, Inc.

 

2,330,360

 

 

43,300

 

Archer-Daniels-Midland Co.

 

1,373,476

 

 

130,200

 

AT&T, Inc.

 

3,592,218

 

 

19,200

 

Autodesk, Inc.

 

722,880

 

 

8,900

 

Ball Corp.

 

379,140

 

 

77,900

 

Bank of America Corp.

 

3,571,715

 

 

77,900

 

BellSouth Corp.

 

2,460,082

 

 

26,900

 

Best Buy Co., Inc.

 

1,448,834

 

 

6,600

 

Black & Decker Corp.

 

564,828

 

 

17,000

@

BMC Software, Inc.

 

371,790

 

 

32,500

 

Boeing Co.

 

2,362,425

 

 

19,500

 

Burlington Resources, Inc.

 

1,758,510

 

 

6,700

 

Carnival Corp.

 

346,055

 

 

37,600

 

ChevronTexaco Corp.

 

2,123,648

 

 

12,900

 

Chubb Corp.

 

1,235,175

 

 

13,100

 

Circuit City Stores, Inc.

 

314,793

 

 

199,100

@

Cisco Systems, Inc.

 

4,029,784

 

 

17,100

 

CIT Group, Inc.

 

919,467

 

 

86,600

 

Citigroup, Inc.

 

4,015,642

 

 

13,200

@

Citrix Systems, Inc.

 

427,152

 

 

30,400

@

Coach, Inc.

 

1,085,888

 

 

73,600

 

Coca-Cola Co.

 

3,088,992

 

 

14,100

 

Comerica, Inc.

 

808,212

 

 

30,300

@

Compuware Corp.

 

248,763

 

 

49,400

 

ConocoPhillips

 

3,011,424

 

 

28,600

 

Costco Wholesale Corp.

 

1,466,608

 

 

13,500

@

Coventry Health Care, Inc.

 

804,870

 

 

18,200

 

CSX Corp.

 

1,007,916

 

 

10,500

 

Darden Restaurants, Inc.

 

440,370

 

 

40,000

@

Dell, Inc.

 

1,160,000

 

 

24,300

 

Devon Energy Corp.

 

1,424,709

 

 

6,800

 

Dominion Resources, Inc.

 

510,680

 

 

15,700

 

Dow Chemical Co.

 

675,571

 

 

18,100

 

Duke Energy Corp.

 

514,040

 

 

18,700

@

eBay, Inc.

 

749,122

 

 

15,500

 

EI Du Pont de Nemours & Co.

 

623,720

 

 

21,800

 

Emerson Electric Co.

 

1,783,458

 

 

16,400

 

EOG Resources, Inc.

 

1,105,360

 

 

11,200

 

Equifax, Inc.

 

410,368

 

 

12,500

@

Express Scripts, Inc.

 

1,090,875

 

 

148,000

 

Exxon Mobil Corp.

 

8,786,760

 

 

7,300

 

Fluor Corp.

 

629,990

 

 

139,400

 

Ford Motor Co.

 

1,111,018

 

 

See Accompanying Notes to Financial Statements

 

22


 

ING GLOBAL ADVANTAGE  AND

 

PORTFOLIO OF INVESTMENTS

PREMIUM OPPORTUNITY FUND

 

AS OF FEBRUARY 28, 2006 (CONTINUED)

 

Shares

 

Value

 

 

 

 

United States (continued)

 

 

 

 

14,500

 

Freeport-McMoRan Copper & Gold, Inc.

 

$

734,135

 

 

32,300

@

Freescale Semiconductor, Inc.

 

873,392

 

 

48,100

 

Gap, Inc.

 

891,774

 

 

12,300

 

General Dynamics Corp.

 

1,516,221

 

 

177,100

 

General Electric Co.

 

5,821,277

 

 

25,100

 

General Mills, Inc.

 

1,236,175

 

 

7,700

 

Goldman Sachs Group, Inc.

 

1,087,933

 

 

13,700

@

Goodyear Tire & Rubber Co.

 

196,321

 

 

13,900

 

Hasbro, Inc.

 

282,031

 

 

100,600

 

Hewlett-Packard Co.

 

3,300,686

 

 

75,700

 

Home Depot, Inc.

 

3,190,755

 

 

13,400

@

Hospira, Inc.

 

531,980

 

 

13,700

@

Humana, Inc.

 

707,879

 

 

188,000

 

Intel Corp.

 

3,872,800

 

 

49,200

 

International Business Machines Corp.

 

3,947,808

 

 

15,200

@

Intuit, Inc.

 

738,416

 

 

36,500

 

iShares MSCI EAFE® Index Fund

 

2,278,330

 

 

14,800

@

Jabil Circuit, Inc.

 

560,180

 

 

19,700

 

JC Penney Co., Inc.

 

1,155,208

 

 

49,900

 

Johnson & Johnson

 

2,876,735

 

 

59,100

 

JPMorgan Chase & Co.

 

2,431,374

 

 

18,900

@

King Pharmaceuticals, Inc.

 

307,125

 

 

13,600

 

Lehman Brothers Holdings, Inc.

 

1,984,920

 

 

14,500

 

Lincoln National Corp.

 

823,165

 

 

21,700

 

Lockheed Martin Corp.

 

1,581,279

 

 

9,000

 

Louisiana-Pacific Corp.

 

255,870

 

 

34,000

 

Lowe’s Cos., Inc.

 

2,318,120

 

 

57,000

 

McDonald’s Corp.

 

1,989,870

 

 

24,500

 

McGraw-Hill Cos, Inc.

 

1,300,705

 

 

23,500

 

McKesson Corp.

 

1,272,055

 

 

19,700

 

Medtronic, Inc.

 

1,062,815

 

 

83,900

 

Merck & Co., Inc.

 

2,924,754

 

 

35,400

 

Merrill Lynch & Co., Inc.

 

2,733,234

 

 

36,000

 

Metlife, Inc.

 

1,804,320

 

 

237,800

 

Microsoft Corp.

 

6,396,820

 

 

43,000

 

Morgan Stanley

 

2,565,380

 

 

104,900

 

Motorola, Inc.

 

2,244,860

 

 

28,900

 

National Semiconductor Corp.

 

810,645

 

 

41,200

 

News Corp., Inc.

 

670,736

 

 

3,600

 

Nicor, Inc.

 

154,548

 

 

14,100

 

Nike, Inc.

 

1,223,598

 

 

18,600

 

Nordstrom, Inc.

 

706,800

 

 

27,000

 

Norfolk Southern Corp.

 

1,381,860

 

 

29,800

@

Novell, Inc.

 

283,398

 

 

12,800

 

Nucor Corp.

 

1,101,440

 

 

11,500

 

Pepsi Bottling Group, Inc.

 

337,640

 

 

55,600

 

PepsiCo, Inc.

 

3,286,516

 

 

123,900

 

Pfizer, Inc.

 

3,244,941

 

 

13,900

 

PPG Industries, Inc.

 

842,757

 

 

23,200

 

Principal Financial Group

 

1,130,304

 

 

92,200

 

Procter & Gamble Co.

 

5,525,546

 

 

24,500

 

Prudential Financial, Inc.

 

1,887,480

 

 

27,400

 

Qualcomm, Inc.

 

1,293,554

 

 

30,500

 

Raytheon Co.

 

1,323,700

 

 

7,200

 

Reynolds America, Inc.

 

764,280

 

 

12,300

 

Rohm & Haas Co.

 

611,925

 

 

10,500

 

Safeco Corp.

 

540,855

 

 

38,100

 

Safeway, Inc.

 

926,211

 

 

9,900

 

Schlumberger Ltd.

 

1,138,500

 

 

23,900

 

Sempra Energy

 

1,143,376

 

 

9,200

 

Southern Co.

 

313,076

 

 

56,500

 

Southwest Airlines Co.

 

$

947,505

 

 

50,400

 

Staples, Inc.

 

1,236,816

 

 

12,000

@

Starbucks Corp.

 

435,840

 

 

11,400

 

Sunoco, Inc.

 

844,740

 

 

10,600

 

Supervalu, Inc.

 

334,960

 

 

14,900

 

Target Corp.

 

810,560

 

 

9,500

 

Temple-Inland, Inc.

 

405,365

 

 

71,500

 

Texas Instruments, Inc.

 

2,134,275

 

 

78,900

 

Time Warner, Inc.

 

1,365,759

 

 

33,100

 

TXU Corp.

 

1,734,109

 

 

19,100

 

United Parcel Service, Inc.

 

1,426,961

 

 

41,600

 

United Technologies Corp.

 

2,433,600

 

 

49,400

 

UnitedHealth Group, Inc.

 

2,876,562

 

 

30,700

 

US BanCorp.

 

948,937

 

 

31,400

 

Valero Energy Corp.

 

1,689,006

 

 

13,350

@

Viacom, Inc.

 

533,466

 

 

26,500

 

Wachovia Corp.

 

1,485,852

 

 

42,000

 

Wal-Mart Stores, Inc.

 

1,905,120

 

 

28,500

@

WellPoint, Inc.

 

2,188,515

 

 

28,400

 

Wells Fargo & Co.

 

1,823,280

 

 

9,900

 

Wendy’s International, Inc.

 

573,210

 

 

22,300

 

Yum! Brands, Inc.

 

1,063,710

 

 

 

 

 

 

209,937,864

 

 

 

 

Total Common Stock

 

 

 

 

 

 

(Cost $342,980,127)

 

365,349,967

 

 

 

 

 

 

 

 

PREFERRED STOCK: 0.5%

 

 

 

 

 

 

Germany: 0.5%

 

 

 

 

10,992

 

RWE AG

 

865,549

 

 

19,212

 

Volkswagen AG

 

990,116

 

 

 

 

 

 

1,855,665

 

 

 

 

Total Preferred Stock (Cost $1,418,225)

 

1,855,665

 

 

 

 

 

 

 

 

RIGHTS: 0.0%

 

 

 

 

 

 

 

Austria: 0.0%

 

 

 

 

2,049

 

Erste Bank der Oesterreichischen Sparkassen AG

 

 

 

 

 

 

 

 

 

 

 

Hong Kong: 0.0%

 

 

 

 

34

 

Hutchison Whampoa International Ltd.

 

 

 

 

 

 

 

 

 

 

 

Total Rights (Cost $—)

 

 

 

 

 

Total Long-Term Investments (Cost $344,398,352)

 

367,205,632

 

 

See Accompanying Notes to Financial Statements

 

23


 

ING GLOBAL ADVANTAGE  AND

 

PORTFOLIO OF INVESTMENTS

PREMIUM OPPORTUNITY FUND

 

AS OF FEBRUARY 28, 2006 (CONTINUED)

 

Principal
Amount

 

 

 

Value

 

SHORT-TERM INVESTMENT: 0.2%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase Agreement: 0.2%

 

 

 

 

 

$ 840,000

 

Morgan Stanley Repurchase

 

 

 

 

 

 

 

Agreement dated 02/28/06, 4.550%,

 

 

 

 

 

 

 

due 03/01/06, $840,106 to be

 

 

 

 

 

 

 

received upon repurchase

 

 

 

 

 

 

 

(Collateralized by $880,000

 

 

 

 

 

 

 

Federal Home Loan Bank,

 

 

 

 

 

 

 

5.250%, Market value plus

 

 

 

 

 

 

 

accrued interest $864,050,

 

 

 

 

 

 

 

due 07/28/15).

 

 

 

$

840,000

 

 

 

Total Short-Term Investments
(Cost $840,000)

 

 

 

 

840,000

 

 

 

Total Investments In
Securities (Cost
$345,238,352)*

 

100.7

%

$

368,045,632

 

 

 

Other Assets and
Liabilities-Net

 

(0.7

)

(2,672,129

)

 

 

Net Assets

 

100.0

%

$

365,373,503

 

 

 

 

Certain foreign securities have been fair valued in accordance with procedures approved by the Board of Directors/Trustees (Note: 2A).

@

 

Non-income producing security

#

 

Securities with purchases pursuant to Rule 144A, under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. These securities have been determined to be liquid under the guidelines established by the Funds’ Board of Trustees.

*

 

Cost for federal income tax purposes is $345,496,491.

 

 

Net unrealized appreciation consists of:

 

 

 

Gross Unrealized Appreciation

$27,287,949

 

 

 

 

Gross Unrealized Depreciation

(4,738,808

)

 

 

 

Net Unrealized Appreciation

$22,549,141

 

 

Industry

 

Percentage of
Net Assets

Aerospace/Defense

 

2.6

%

Agriculture

 

1.8

 

Airlines

 

0.6

 

Apparel

 

0.7

 

Auto Manufacturers

 

1.6

 

Auto Parts and Equipment

 

0.3

 

Banks

 

10.7

 

Beverages

 

2.7

 

Biotechnology

 

0.4

 

Building Materials

 

1.0

 

Chemicals

 

1.6

 

Commercial Services

 

0.9

 

Computers

 

3.2

 

Cosmetics/Personal Care

 

1.7

 

Distribution/Wholesale

 

0.8

 

Diversified Financial Services

 

5.7

 

Electric

 

2.6

 

Electrical Components and Equipment

 

0.9

 

Electronics

 

0.7

 

Engineering and Construction

 

0.8

 

Entertainment

 

0.2

 

Equity Funds

 

0.6

 

Food

 

2.1

 

Food Service

 

0.1

 

Forest Products and Paper

 

0.4

 

Gas

 

1.2

 

Hand/Machine Tools

 

0.6

%

Healthcare - Products

 

1.3

 

Healthcare-Services

 

2.3

 

Holding Companies-Diversified

 

0.4

 

Home Builders

 

0.1

 

Home Furnishings

 

0.1

 

Household Products/Wares

 

0.1

 

Insurance

 

4.8

 

Internet

 

0.3

 

Iron/Steel

 

1.8

 

Leisure Time

 

0.6

 

Lodging

 

0.1

 

Machinery - Construction and Mining

 

0.1

 

Machinery-Diversified

 

0.5

 

Media

 

2.0

 

Metal Fabricate/Hardware

 

0.0

 

Mining

 

0.5

 

Miscellaneous Manufacturing

 

2.2

 

Office/Business Equipment

 

0.1

 

Oil and Gas

 

9.0

 

Oil and Gas Services

 

0.3

 

Packaging and Containers

 

0.6

 

Pharmaceuticals

 

5.3

 

Real Estate

 

1.1

 

Real Estate Investment Trusts

 

0.0

 

Retail

 

6.4

 

Semiconductors

 

2.4

 

Software

 

2.8

 

Telecommunications

 

6.5

 

Textiles

 

0.1

 

Toys/Games/Hobbies

 

0.3

 

Transportation

 

1.8

 

Venture Capital

 

0.1

 

Water

 

0.0

 

Repurchase Agreement

 

0.2

 

Other Assets and Liabilities

 

(0.7

)

Net Assets

 

100.0

%

 

See Accompanying Notes to Financial Statements

 

24


 

ING GLOBAL ADVANTAGE AND

 

PORTFOLIO OF INVESTMENTS

PREMIUM OPPORTUNITY FUND

 

AS OF FEBRUARY 28, 2006 (CONTINUED)

 

No. of
Contracts

 

 

 

Expiration
Date

 

Strike
Price/Rate

 

Premiums
Received

 

Value

 

WRITTEN OPTIONS

 

 

 

 

 

 

 

 

 

Call Options Written

 

 

 

 

 

 

 

 

 

6,780

 

Dow Jones EURO STOXX Price Index

 

3/9/2006

 

3687.00 

EUR

 

$

607,339

 

$

818,612

 

2,117,650

 

Tokyo Stock Price Index

 

3/9/2006

 

1700.00 

JPY

 

817,591

 

183,377

 

4,614

 

FTSE 100 Index

 

3/9/2006

 

5721.00 

GBP

 

713,755

 

600,901

 

 

113,500

 

S&P 500® Composite Stock Price Index

 

3/9/2006

 

1271.00 

USD

 

2,221,297

 

1,659,370

 

 

2,242,544

 

Total Premiums Received and Total Liability
for Call Options Written

 

 

 

 

 

$

4,359,982

 

$

3,262,260

 

 

At February 28, 2006 the following forward foreign currency contracts were outstanding:

 

Currency

 

Buy/Sell

 

Settlement
Date

 

In
Exchange
For

 

Value

 

Unrealized
Depreciation

 

Australian Dollars

 

 

 

 

 

USD

 

 

 

 

 

AUD 11,922,000

 

Sell

 

05/31/06

 

$

8,794,859

 

$

8,839,805

 

 

$

(44,946

)

Swiss Francs
CHF 14,903,000

 

Sell

 

05/31/06

 

11,437,452

 

11,470,658

 

(33,206

)

EURO
EUR 49,230,000

 

Sell

 

05/31/06

 

58,770,774

 

59,023,926

 

(253,152

)

Great British Pound Sterling
GBP 21,990,000

 

Sell

 

05/31/06

 

38,423,127

 

38,544,519

 

(121,392

)

Japanese Yen
JPY 4,525,300,000

 

Sell

 

05/31/06

 

39,173,303

 

39,553,212

 

(379,909

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

156,599,515

 

$

157,432,120

 

 

$

(832,605

)

 

See Accompanying Notes to Financial Statements

 

25

 


 

ING GLOBAL ADVANTAGE AND

 

PORTFOLIO OF INVESTMENTS

PREMIUM OPPORTUNITY FUND

 

AS OF FEBRUARY 28, 2006 (UNAUDITED) (CONTINUED)

Supplemental Option Information

Supplemental Call Option Statistics as of February 28, 2006

 

 

% of Total Net Assets against which calls written

 

69%

Average Days to Expiration

 

9 days

Average Call Moneyness* at time written

 

ATM

Weighted Average Call Moneyness

 

1.0% ITM

Premium received for calls

 

$4,359,982 million

Value of calls

 

$3,262,260 million

 

*              “Moneyness” is the term used to describe the relationship between the price of the underlying asset and the option’s exercise or strike price. For example, a call (buy) option is considered “in-the-money” when the value of the underlying asset exceeds the strike price. Conversely, a put (sell) option is considered “in-the-money” when its strike price exceeds the value of the underlying asset. Options are characterized for the purpose of Moneyness as, “in-the-money” (“ITM”), “out-of-the-money” (“OTM”) or “at-the-money” (“ATM”), where the underlying asset value equals the strike price.

 

See Accompanying Notes to Financial Statements

 

26


 

TAX INFORMATION (UNAUDITED)

 

Dividends paid during the year ended February 28, 2006 were as follows:

 

Fund Name

 

Type

 

Per Share Amount

 

ING Global Advantage and Premium Opportunity Fund

 

NII

 

$

0.155

 

 


NII — Net investment income

 

Above figures may differ from those cited elsewhere in this report due to differences in the calculation of income and gains under U.S. generally accepted accounting principles (book) purposes and Internal Revenue Service (tax) purposes.

 

Shareholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investments in the Fund. In January, shareholders, excluding corporate shareholders, receive an IRS 1099-DIV regarding the federal tax status of the dividends and distributions they received in the calendar year.

 

27


 

TRUSTEE AND OFFICER INFORMATION (UNAUDITED)

 

The business and affairs of the Trust are managed under the direction of the Trust’s Board of Trustees. A Trustee who is not an interested person of the Trust, as defined in the 1940 Act, is an independent trustee (“Independent Trustee”). The Trustees and Officers of the Trust are listed below. The Statement of Additional Information includes additional information about Trustees of the Registrant and is available, without charge, upon request at 1-800-992-0180.

 

Name, Address
and Age

 

Position(s)
Held with
Trust

 

Term of
Office and
Length of
Time
Served
(1)

 

Principal
Occupation(s)
During the
Past Five Years

 

Number of
Portfolios in
Fund Complex
Overseen
by Trustee

 

Other
Directorships
Held by
Trustee

Independent Trustees:

 

 

 

 

 

 

 

 

 

 

John V. Boyer
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52

 

Trustee

 

July 2005 - Present

 

President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - Present). Formerly, Executive Director, The Mark Twain House Museum(2) (September 1989 - November 2005).

 

174

 

None

 

 

 

 

 

 

 

 

 

 

 

Patricia W. Chadwick
Age: 57

 

Trustee

 

January 2006 - Present

 

Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).

 

174

 

None

 

 

 

 

 

 

 

 

 

 

 

J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 60

 

Trustee

 

July 2005 - Present

 

President and Chief Executive Officer, Bankers Trust Company, N.A. (June 1992 - Present).

 

174

 

None

 

 

 

 

 

 

 

 

 

 

 

R. Barbara Gitenstein
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 58

 

Trustee

 

July 2005 - Present

 

President, College of New Jersey (January 1999 - Present).

 

174

 

None

 

 

 

 

 

 

 

 

 

 

 

Patrick W. Kenny
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63

 

Trustee

 

July 2005 - Present

 

President and Chief Executive Officer International Society (June 2001 - Present). Formerly, Executive Vice President, Frontier Insurance Group, Inc. (September 1998 - March 2001).

 

174

 

Assured Guaranty Ltd. (November 2003 - Present).

 

 

 

 

 

 

 

 

 

 

 

Walter H. May
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 69

 

Trustee

 

July 2005 - Present

 

Retired.

 

174

 

BestPrep (September 1991 - Present).

 

 

 

 

 

 

 

 

 

 

 

Jock Patton
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
 Age: 60

 

Trustee

 

July 2005 - Present

 

Private Investor (June 1997 - Present). Formerly Director and Chief Executive Officer, Rainbow Multimedia Group, Inc. (January 1999 - December 2001).

 

174

 

JDA Software Group, Inc. (January 1999 - Present); and Swift Transportation Co. (March 2004 - Present).

 

 

 

 

 

 

 

 

 

 

 

Sheryl K. Pressler
Age: 55

 

Trustee

 

January 2006 - Present

 

Consultant (May 2001 - Present). Formerly, Chief Executive Officer, Lend Lease Real Estate Investments, Inc. (March 2000 - April 2001).

 

174

 

Stillwater Mining Company (May 2002 - Present); California Healthcare Foundation (June 1999 - Present); and Romanian-American Enterprise Fund (February 2004 - Present).

 

 

 

 

 

 

 

 

 

 

 

David W.C. Putnam
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 66

 

Trustee

 

July 2005 - Present

 

President and Director, F.L. Putnam Securities Company, Inc. (June 1978 - Present).

 

174

 

Progressive Capital Accumulation Trust (August 1998 - Present); Principled Equity Market Fund (November 1996 - Present); Mercy Endowment Foundation (September 1995 - Present); Asian American Bank and Trust Company (June 1992 - Present); and Notre Dame Health Care Center (July 1991 - Present).

 

28


 

TRUSTEE AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

 

Name, Address
and Age

 

Position(s)
Held with
Trust

 

Term of
Office and
Length of
Time
Served
(1)

 

Principal
Occupation(s)
During the
Past Five Years

 

Number of
Portfolios in
Fund Complex
Overseen
by Trustee

 

Other
Directorships
Held by
Trustee

Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 60

 

Trustee

 

July 2005 - Present

 

President, Springwell Corporation (March 1989 - Present).

 

174

 

AmeriGas Propane, Inc. (January 1998 - Present); UGI Corporation (February 2006 - Present).

 

 

 

 

 

 

 

 

 

 

 

Richard A. Wedemeyer
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 69

 

Trustee

 

July 2005 - Present

 

Retired. Formerly Vice President - Finance and Administration, The Channel Corporation (June 1996 - April 2002). Trustee First Choice Funds (February 1997 - April 2001).

 

174

 

Touchstone Consulting Group (June 1997 - Present); and Jim Henson Legacy (April 1994 - Present).

 

 

 

 

 

 

 

 

 

 

 

Trustees who are “Interested Persons”:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas J. McInerney(3)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49

 

Trustee

 

July 2005 - Present

 

Chief Executive Officer, ING U.S. Financial Services (September 2001 - Present). Formerly, General Manager, ING U.S. Financial Services (December 2003 - December 2004); General Manager and Chief Executive Officer, ING Worksite Financial Services (December 2000 - September 2001).

 

214

 

Equitable Life Insurance Co., Golden American Life Insurance Co., Life Insurance Company of Georgia, Midwestern United Life Insurance Co., ReliaStar Life Insurance Co., Security Life of Denver, Security Connecticut Life Insurance Co., Southland Life Insurance Co., USG Annuity and Life Company, United Life and Annuity Insurance Co. Inc.; Ameribest Life Insurance Co.; First Columbine Life Insurance Co.; and Metro Atlanta Chamber of Commerce (January 2003 - Present).

 

 

 

 

 

 

 

 

 

 

 

John G. Turner(4)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 66

 

Trustee

 

July 2005 - Present

 

Retired. Formerly, Vice Chairman of ING Americas (September 2000 - January 2002); Chairman and Chief Executive Officer of ReliaStar Financial Corp. and ReliaStar Life Insurance Company (July 1993 - September 2000); Director of ReliaStar Life Insurance Company of New York (April 1975 - December 2001); Director of Northern Life Insurance Company (March 1985 - April 2000); Chairman and Trustee of the Northstar affiliated investment companies (May 1993 - December 2001).

 

174

 

Hormel Foods Corporation (March 2000 - Present); ShopKo Stores, Inc. (August 1999 - Present); and Conseco, Inc. (September 2003 - Present).

 


(1)     Trustees serve until their successors are duly elected and qualified, subject to the Board’s retirement policy.

(2)     Shaun Mathews, President, ING USFS Mutual Funds and Investment Products, has held a seat on the board of directors of The Mark Twain House Museum since September 19, 2002. ING Groep N.V. makes non-material, charitable contributions to The Mark Twain House Museum.

(3)     Mr. McInerney is an “interested person,” as defined under the 1940 Act, because of his affiliation with ING Groep N.V., the parent corporation of the Investment Manager, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.

(4)     Mr. Turner is an “interested person,” as defined under the 1940 Act, because of his affiliation with ING Groep N.V., the parent corporation of the Investment Manager, ING Investments, LLC and the Distributor, ING Funds Distributor, LLC.

 

29


 

TRUSTEE AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

 

Name, Address
and Age

 

Position(s)
Held with the Trust

 

Term of Office and
Length of Time Served
(1)

 

Principal Occupation(s) during the
Past Five Years

Officers:

 

 

 

 

 

 

 

 

 

 

 

 

 

James M. Hennessy
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 56

 

President and Chief Executive Officer

 

July 2005 - Present

 

President, Chief Executive Officer and Chief Operating Officer, ING Investments, LLC (December 2000 - Present).

 

 

 

 

 

 

 

Michael J. Roland
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 47

 

Executive Vice President

 

July 2005 - Present

 

Executive Vice President (December 2001 - Present). Formerly, Chief Compliance Officer, ING Investments, LLC ING Life Insurance and annuity company and Directed Services Inc. (October 2004 - December 2005); Chief Financial Officer and Treasurer, ING Investments, LLC (December 2001 - March 2005); and Senior Vice President, ING Investments, LLC (June 1998 - December 2001).

 

 

 

 

 

 

 

Stanley D. Vyner
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 55

 

Executive Vice President

 

July 2005 - Present

 

Executive Vice President, ING Investments, LLC (July 2000 - Present) and Chief Investment Risk Officer (January 2003 - Present). Formerly, Chief Investment Officer of the International Portfolios, ING Investments, LLC (August 2000 - January 2003).

 

 

 

 

 

 

 

Joseph M. O’Donnell
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 51

 

Chief Compliance Officer

 

July 2005 - Present

 

Chief Compliance Officer of the ING Funds (November 2004 - Present) and ING Investments, LLC and Directed Services, Inc. (January 2006 - Present). Formerly, Vice President, Chief Legal Counsel, Chief Compliance Officer and Secretary of Atlas Securities, Inc., Atlas Advisers, Inc. and Atlas Funds (October 2001 - October 2004); and Chief Operating Officer and General Counsel of Matthews International Capital Management LLC and Vice President and Secretary of Matthews International Funds (August 1999 - May 2001).

 

 

 

 

 

 

 

Todd Modic
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 38

 

Senior Vice President, Chief Financial Officer and Assistant Secretary

 

July 2005 - Present

 

Senior Vice President, ING Funds Services, LLC (April 2005 - Present). Formerly, Vice President, ING Funds Services, LLC (September 2002 - March 2005); and Director, Financial Reporting, ING Investments, LLC (March 2001 - September 2002).

 

 

 

 

 

 

 

Robert S. Naka
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 42

 

Senior Vice President

 

July 2005 - Present

 

Senior Vice President (August 1999 - Present) and Assistant Secretary (October 2001 - Present), ING Funds Services, LLC.

 

 

 

 

 

 

 

Kimberly A. Anderson
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 41

 

Senior Vice President

 

July 2005 - Present

 

Senior Vice President and Assistant Secretary, ING Investments, LLC (October 2003 - Present). Formerly, Vice President and Assistant Secretary, ING Investments, LLC (January 2001 - October 2003).

 

 

 

 

 

 

 

Robyn L. Ichilov
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 38

 

Vice President Treasurer

 

July 2005 - Present July 2005 - Present

 

Vice President and Treasurer, ING Funds Services, LLC (October 2001 - Present) and ING Investments, LLC (August 1997 - Present).

 

 

 

 

 

 

 

Lauren D. Bensinger
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 52

 

Vice President

 

July 2005 - Present

 

Vice President and Chief Compliance Officer, ING Funds Distributor, LLC (August 1995 - Present); Vice President, ING Investments, LLC (February 1996 - Present) and Director of Compliance, ING Investments,LLC (October 2004 - present). Formerly, Chief Compliance Officer, ING Investments, LLC (October 2001 - October 2004).

 

30


 

TRUSTEE AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

 

Name, Address
and Age

 

Position(s)
Held with the Trust

 

Term of Office and
Length of Time Served
(1)

 

Principal Occupation(s) during the
Past Five Years

Maria M. Anderson
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 47

 

Vice President

 

July 2005 - Present

 

Vice President, ING Funds Services, LLC (September 2004 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC (October 2001 - September 2004); and Manager Fund Accounting and Fund Compliance, ING Investments, LLC (September 1999 - October 2001).

 

 

 

 

 

 

 

Mary A. Gaston
7337 E. Doubletree Ranch Rd
Scottsdale, Arizona 85258
Age : 39

 

Vice President

 

July 2005 - Present

 

Vice President, ING Fund Services, LLC (April 2005 - Present). Formerly, Assistant Vice President, Financial Reporting, ING Investments, LLC (April 2004 - April 2005); Manager, Financial Reporting, ING Investments, LLC (August 2002 - April 2004); and Controller Z Seven Fund, Inc. and Ziskin Asset Management, Inc. (January 2000 - March 2002).

 

 

 

 

 

 

 

Susan P. Kinens
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 29

 

Assistant Vice President

 

July 2005 - Present

 

Assistant Vice President, ING Funds Services, LLC (December 2002 - Present); and has held various other positions with ING Funds Services, LLC for more than the last five years.

 

 

 

 

 

 

 

Kimberly K. Palmer
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 48

 

Assistant Vice President

 

July 2005 - Present

 

Assistant Vice President, ING Funds Services, LLC (August 2004 - Present). Formerly, Manager, Registration Statements, ING Funds Services, LLC (May 2003 - August 2004); Associate Partner, AMVESCAP PLC (October 2000 - May 2003); and Director of Federal Filings and Blue Sky Filings, INVESCO Funds Group, Inc. (March 1994 - May 2003).

 

 

 

 

 

 

 

Huey P. Falgout, Jr.
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 42

 

Secretary

 

July 2005 - Present

 

Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (November 2002 - September 2003); and Associate General Counsel of AIG American General (January 1999 - November 2002).

 

 

 

 

 

 

 

Theresa K. Kelety
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age : 43

 

Assistant Secretary

 

July 2005 - Present

 

Counsel, ING Americas, U.S. Legal Services (April 2003 - Present). Formerly, Senior Associate with Shearman & Sterling (February 2000 - April 2003).

 

 

 

 

 

 

 

Robin R. Nesbitt
7337 E. Doubletree Rand Rd.
Scottsdale, Arizona 85258
Age : 32

 

Assistant Secretary

 

July 2005 - Present

 

Supervisor, Board Operations, ING Funds Services, LLC (August 2003 - Present). Formerly, Senior Legal Analyst, ING Funds Services, LLC (August 2002 - August 2003); Associate, PricewaterhouseCoopers (January 2001 - August 2001); and Paralegal, McManis, Faulkner & Morgan (May 2000 - December 2000).

 


(1)  The officers hold office until the next annual meeting of the Trustees and until their successors have been elected and qualified.

 

31


 

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

 

ING Investments, LLC (“ING Investments”) serves as the investment adviser to ING Global Advantage and Premium Opportunity Fund (the “Fund”) pursuant to an investment management agreement between ING Investments and the Fund (the “Investment Management Agreement”). ING Investments entered into a sub-advisory agreement (“Sub-Advisory Agreement”) with ING Investment Management Co. (“ING IM”) under which ING Investments has delegated certain day-to-day investment management responsibilities for the Fund to ING IM.

 

At a meeting held on September 15, 2005, the Board of Trustees of the Fund (the “Board”), including a majority of the Trustees who have no direct or indirect interest in the Investment Management Agreement or the Sub-Advisory Agreement, and who are not “interested persons” of the Fund, as such term is defined under the Investment Company Act of 1940 (the “Independent Trustees”), approved these Agreements for an initial term that will end on November 30, 2006. Each of these Agreements will continue in effect after this initial term if renewed each year in accordance with the provisions of the Investment Company Act of 1940.

 

In determining whether to approve Investment Management Agreement and Sub-Advisory Agreement for their initial terms, the Board received and evaluated such information as it deemed necessary for an informed determination of whether each Agreement, and the proposed policies and procedures for the Fund, should be approved for the Fund. The materials provided to the Board prior to the September 15, 2005 Board meeting in support of the Fund and the Investment Management and Sub-Advisory Agreements included the following: (1) a memorandum presenting management’s rationale for requesting the launch of the Fund; (2) information about the Fund’s investment portfolio, objectives and strategies; (3) responses from ING Investments to questions posed by Kirkpatrick & Lockhart Nicholson Graham LLP (“K&LNG”), independent legal counsel, on behalf of the Independent Trustees; (4) supporting documentation, including copies of the forms of Investment Management and Sub-Advisory Agreements for the Fund; and (5) other information relevant to the Board’s evaluation. In addition, the Board considered the information provided periodically throughout the year in presentations to the Board by ING Investments and ING IM in the context of Fund oversight and investment management. In addition, at the September 15, 2005 Board meeting, the Board met with and considered a presentation given by the proposed managers to the Fund.

 

In determining whether to approve the Investment Management and Sub-Advisory Agreements for the Fund, the Board considered a number of factors that its members believed, in light of the legal advice furnished to them by K&LNG, independent legal counsel, and their own business judgment, to be relevant. The Board, including a majority of the Independent Trustees, did not identify any single factor as all-important or controlling, and each member of the Board may have given different weight to different factors.

 

The Board’s consideration of whether to approve the Investment Management Agreement took into account factors that included the following: (1) the nature and quality of the services to be provided by ING Investments to the Fund under the proposed Investment Management Agreement; (2) ING Investments’ experience as a manager-of-managers overseeing sub-advisers to other funds within the ING Funds complex; (3) ING Investments’ strength and reputation within the industry; (4) the fairness of the compensation under the Investment Management Agreement in light of the services to be provided to the Fund and taking into account the sub-advisory fees payable by ING Investments to ING IM; (5) the pricing structure (including the projected expenses to be borne by shareholders and taking into account the expense limitation agreement between the Fund and ING Investments) of the Fund, as compared to other similarly-managed funds in a comparable selected peer group, including management’s analysis that (a) the proposed advisory fee for the Fund is below the median and the average advisory fees of the funds in the Fund’s selected peer group, and (b) the projected expense ratio for the Fund is below the median and average expenses borne by the funds in the Fund’s selected peer group; (6) the projected profitability to ING Investments when sub-advisory fees payable by ING Investments to ING IM are taken into account; (7) the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of ING Investments, including its management team’s expertise in the management of other funds, including closed-end funds; (8) ING Investments’ compliance capabilities, as demonstrated by, among other things, its policies and procedures adopted pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940, which had previously been approved by the Board in connection with their oversight of other funds in the ING Funds

 

32


 

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

 

complex; (9) the information that had been provided by ING Investments at regular Board meetings, and in anticipation of the meeting at which the Investment Management Agreement was considered, with respect to its capabilities as a manager-of-managers; (10) “fall-out benefits” to ING Investments and its affiliates and benefits to the shareholders from the Fund’s relationship with ING; and (11) ING Investments’ ability to negotiate an offering underwritten by a syndicate of well-known, successful financial service providers led by Merrill Lynch.

 

The Board determined, among other things, that: (1) the management fee rate payable to ING Investments by the Fund is below the fee rates of its selected peer group and is reasonable, taking into account the sub-advisory fees payable to ING IM; (2) the projected expense ratio of the Fund is reasonable with its selected peer group; (3) based upon the Board’s experience with ING Investments in managing other funds in the ING Funds complex, ING Investments is capable of overseeing the Fund’s investment program; (4) ING Investments has sufficient financial resources available to it to fulfill its commitments to the Fund under the proposed Investment Management Agreement; and (5) ING Investments maintains an appropriate compliance program, with this conclusion based upon the Board’s previous and ongoing review of the compliance program.

 

In reviewing the Sub-Advisory Agreement with ING IM, the Board considered a number of factors, including, but not limited to, the following: (1) ING Investments’ view of the reputation of ING IM as a manager to other funds in the ING Funds complex, including a recently-launched, successful closed-end fund; (2) ING IM’s strength and reputation in the industry; (3) ING IM’s experience and skill in managing other closed-end fund offerings; (4) the information that had been provided by ING IM in anticipation of the September 15, 2005 meeting at which the Sub-Advisory Agreement was considered, with respect to its sub-advisory services in general and its management of closed-end funds in particular; (5) the nature and quality of the services to be provided by ING IM under the proposed Sub-Advisory Agreement; (6) the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of ING IM, including its management team’s expertise in the management of closed-end funds specializing in the types of equities and options investment in which the Fund would engage; (7) the fairness of the compensation under the Sub-Advisory Agreement in light of the services to be provided by and the projected profitability of ING IM, as the Fund’s sub-adviser; (8) the costs for the services to be provided by ING IM; (9) ING IM’s operations and compliance program, including its policies and procedures adopted pursuant to Rule 206(4)-7 under the Investment Advisers Act of 1940, which had previously been approved by the Board as part of its oversight of other funds in the ING Funds complex; (10) ING IM’s financial condition; (11) the appropriateness of the selection of ING IM in light of the Fund’s investment objectives and prospective investor base; (12) ING IM’s Code of Ethics, which had previously been approved for other ING Funds, and related procedures for complying with that Code; and (13) ING IM’s expertise in managing a closed-end fund investing in a unique mix of equities and derivatives securities.

 

During the course of its deliberations as to whether to approve ING IM as sub-adviser to the Fund, the Board reached the following conclusions: (1) ING IM is qualified to manage the Fund’s assets in accordance with its investment objectives and policies; (2) the investment strategy to be pursued by ING IM is appropriate for seeking the Fund’s investment objectives and is consistent with the interests of the investors that would choose to invest in the Fund; (3) ING IM has sufficient financial resources available to it to fulfill its commitments to the Fund under the proposed Sub-Advisory Agreement; (4) ING IM maintains an appropriate compliance program, with this conclusion based upon the Board’s previous and ongoing review of ING IM’s compliance program; and (5) the fees paid by ING Investments to ING IM are appropriate with respect to the services provided.

 

Based upon its review, the Board determined that the Investment Management Agreement and the Sub-Advisory Agreement are in the best interests of the Fund and its shareholders and that the fees payable under each Agreement are fair and reasonable.

 

33


 

ADDITIONAL INFORMATION (UNAUDITED)

 

During the period, there were no material changes in the Fund’s investment objective or policies that were not approved by the shareholders or the Fund’s charter or by-laws or in the principal risk factors associated with investment in the Fund. There have been no changes in the persons who are primarily responsible for the day-to-day management of the Fund’s portfolio.

 

Dividend Reinvestment Plan

 

Unless the registered owner of Common Shares elects to receive cash by contacting The Bank of New York (the “Plan Agent”), all dividends declared on Common Shares of the Fund will be automatically reinvested by the Plan Agent for shareholders in additional Common Shares of the Fund through the Fund’s 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 Shareholder’s Common Shares are registered. Whenever the Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Agent for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the open market (“Open-Market Purchases”) on the NYSE or elsewhere. Open-market purchases and sales are usually made through a broker affiliated with The Bank of New York. If, on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Common Share is equal to or greater than the net asset value per Common Share, the Plan Agent will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the net asset value per Common Share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the payment date. If, on the payment date for any Dividend, the net asset value per Common Share is greater than the closing market value plus estimated brokerage commissions, the Plan Agent will invest the Dividend amount in Common Shares acquired on behalf of the participants in Open-Market Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Agent will have until the last business day before the next date on which the Common Shares trade on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases. It is contemplated that the Fund will pay monthly income Dividends. Therefore, the period during which Open-Market Purchases can be made will exist only from the payment date of each Dividend through the date before the next “ex-dividend” date, which typically will be approximately ten days. If, before the Plan Agent has completed its Open-Market Purchases, the market price per common share exceeds the net asset value per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the net asset value of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Agent is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making Open-Market Purchases and will invest the un-invested portion of the Dividend amount in Newly Issued Common Shares at the net asset value per common share at the close of business on the Last Purchase Date provided that, if the net asset value is less than or equal to 95% of the then current market price per Common Share, the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.

 

34


 

ADDITIONAL INFORMATION (UNAUDITED) (CONTINUED)

 

The Plan Agent maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.

 

In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder’s 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 Fund’s Shareholder Service Department at (800) 992-0180.

 

STOCK DATA

 

The Fund’s common shares are traded on the New York Stock Exchange (Symbol: IGA).

 

REPURCHASE OF SECURITIES BY CLOSED-END COMPANIES

 

In accordance with Section 23(c) of the 1940 Act, and Rule 23c-1 under the 1940 Act the Fund may from time to time purchase shares of beneficial interest of the Fund in the open market, in privately negotiated transactions and/or purchase shares to correct erroneous transactions.

 

NUMBER OF SHAREHOLDERS

 

The approximate number of record holders of Common Stock as of February 28, 2006 was 15, which does not include beneficial owners of shares held in the name of brokers of other nominees.

 

PROXY VOTING INFORMATION

 

A description of the policies and procedures that the Registrant uses to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at 800-992-0180; (2) on the Registrant’s website at www.ingfunds.com and (3) on the SEC’s website at www.sec.gov. Information regarding how the Registrant voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Registrant’s website at www.ingfunds.com and on the SEC’s website at www.sec.gov.

 

QUARTERLY PORTFOLIO HOLDINGS

 

The Registrant files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Registrant’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Registrant’s Forms N-Q may be reviewed and copied at the Commissions Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and is available upon request from the Registrant by calling Shareholder Services toll-free at 800-992-0180.

 

CERTIFICATIONS

 

In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund submitted the Annual CEO Certification on October 27, 2005 certifying that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s 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 Fund’s disclosure controls and procedures and internal controls over financial reporting.

 

35


 

Investment Manager

ING Investments, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

 

Administrator

ING Funds Services, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

 

Distributor

ING Funds Distributor, LLC

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-334-3444

 

Transfer Agent

The Bank of New York

101 Barclay Street (11E)

New York, New York 10286

 

Independent Registered Public Accounting Firm

KPMG LLP

99 High Street

Boston, Massachusetts 02110

 

Custodian

The Bank of New York

100 Colonial Center Parkway, Suite 300

Lake Mary, Florida 32746

 

Legal Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006

 

 

PRAR-UIGA

(0206-042706)

 

36

 


 

Item 2. Code of Ethics.

 

As of the end of the period covered by this report, Registrant had adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to the Registrant’s principal executive officer and principal financial officer.  There were no amendments to the Code during the period covered by the report.  The Registrant did not grant any waivers, including implicit waivers, from any provisions of the Code during the period covered by this report.  The code of ethics is filed herewith pursuant to Item 10(a)(1), Exhibit 99.CODE ETH.

 

Item 3. Audit Committee Financial Expert.

 

The Board of Trustees has determined that David Putnam is an audit committee financial expert, as defined in Item 3 of Form N-CSR.  Mr. Putnam is “independent” for purposes of Item 3 of Form N-CSR.

 

Item 4.  Principal Accountant Fees and Services.

 

(a)           Audit Fees:  The aggregate fees billed for professional services rendered by KPMG LLP (“KPMG”), the principal accountant for the audit of the registrant’s annual financial statements, for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year was $38,000 for year ended February 28, 2006.

 

(b)           Audit-Related FeesNone.

 

(c)           Tax FeesNone.

 

(d)           All Other FeesNone.

 

(e) (1)      Audit Committee Pre-Approval Policies and Procedures

 

2



 

FORM OF

 

AUDIT AND NON-AUDIT SERVICES
PRE-APPROVAL POLICY

 

I.                                         Statement of Principles

 

Under the Sarbanes-Oxley Act of 2002 (the “Act”), the Audit Committee of the Board of Directors or Trustees (the “Committee”) of the ING Funds (each a “Fund,” collectively, the “Funds”) set out on Exhibit A to this Audit and Non-Audit Services Pre-Approval Policy (“Policy”) is responsible for the oversight of the work of the Funds’ independent auditors. As part of its responsibilities, the Committee must pre-approve the audit and non-audit services performed by the auditors in order to assure that the provision of these services does not impair the auditors’ independence from the Funds. The Committee has adopted, and the Board has ratified, this Policy, which sets out the procedures and conditions under which the services of the independent auditors may be pre-approved.

 

Under Securities and Exchange Commission (“SEC”) rules promulgated in accordance with the Act, the Funds may establish two different approaches to pre-approving audit and non-audit services. The Committee may approve services without consideration of specific case-by-case services (“general pre-approval”) or it may pre-approve specific services (“specific pre-approval”). The Committee believes that the combination of these approaches contemplated in this Policy results in an effective and efficient method for pre-approving audit and non-audit services to be performed by the Funds’ independent auditors. Under this Policy, services that are not of a type that may receive general pre-approval require specific pre-approval by the Committee. Any proposed services that exceed pre-approved cost levels or budgeted amounts will also require the Committee’s specific pre-approval.

 

For both types of approval, the Committee considers whether the subject services are consistent with the SEC’s 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 Committee’s 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 Committee’s 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 Committee’s 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 Committee’s view, impair auditor independence and that are consistent with the SEC’s 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 SEC’s prohibited non-audit services is attached to this Policy as Appendix E. The SEC’s 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 SEC’s 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 Committee’s 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 Fund’s 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 Committee’s members. Any member or members to whom such pre-approval authority is delegated must report any pre-approval decisions, including any pre-approved services, to the Committee at its next scheduled meeting. The Committee will identify any member to whom pre-approval authority is delegated in writing. The member will retain such authority for a period of 12 months from the date of pre-approval unless the Committee determines that a different period is appropriate. The period of delegated authority may be terminated by the Committee or at the option of the member.

 

IX.                                Additional Requirements

 

The Committee will take any measures the Committee deems necessary or appropriate to oversee the work of the independent auditors and to assure the auditors’ independence from the Funds. This may include reviewing a formal written statement from the independent auditors delineating all relationships between the auditors and the Funds, consistent with Independence Standards Board No. 1, and discussing with the auditors their methods and procedures for ensuring independence.

 

Amended:  November 9, 2005

 

4



 

Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2006 through December 31, 2006

 

Service

 

 

 

The Fund(s)

 

Fee Range

Statutory audits or financial audits (including tax services associated with audit services)

 

ý

 

As presented to Audit Committee(1)

 

 

 

 

 

Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., consents), and assistance in responding to SEC comment letters.

 

ý

 

Not to exceed $9,300 per filing

 

 

 

 

 

Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies.

 

ý

 

Not to exceed $8,000 during the Pre-Approval Period

 

 

 

 

 

Seed capital audit and related review and issuance of consent on the N-2 registration statement

 

ý

 

Not to exceed $12,000 per audit

 


(1)                                  For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

 

5



 

Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2006 through December 31, 2006

 

Service

 

 

 

The Fund(s)

 

Fund Affiliates

 

Fee Range

Services related to Fund mergers (Excludes tax services  — See Appendix C for tax services associated with Fund mergers)

 

ý

 

ý

 

Not to exceed $10,000 per merger

 

 

 

 

 

 

 

Consultations by Fund management with respect to accounting or disclosure treatment of transactions or events and/or the actual or potential effect of final or proposed rules, standards or interpretations by the SEC, Financial Accounting Standards Board, or other regulatory or standard setting bodies. [Note:  Under SEC rules some consultations may be “audit” services and others may be “audit-related” services.]

 

ý

 

 

 

Not to exceed $5,000 per occurrence during the Pre-Approval Period

 

 

 

 

 

 

 

Review of the Funds’ semi-annual financial statements

 

ý

 

 

 

Not to exceed $2,100 per set of financial statements per fund

 

 

 

 

 

 

 

Reports to regulatory or government agencies related to the annual engagement

 

ý

 

 

 

Up to $5,000 per occurrence during the Pre-Approval Period

 

 

 

 

 

 

 

Regulatory compliance assistance

 

ý

 

ý

 

Not to exceed $5,000 per quarter

 

 

 

 

 

 

 

Training courses

 

ý

 

ý

 

Not to exceed $2,000 per course

 

 

 

 

 

 

 

For Prime Rate Trust, agreed upon procedures for quarterly reports to rating agencies

 

ý

 

 

 

Not to exceed $9,000 per quarter

 

 

 

 

 

 

 

For Prime Rate Trust and Senior Income Fund, agreed upon procedures for the Revolving Credit and Security Agreement with Citigroup

 

ý

 

 

 

Not to exceed $20,000 per fund per year

 

6



 

Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2006 through December 31, 2006

 

Service

 

 

 

The Fund(s)

 

Fund
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

 

ý

 

 

 

As presented to Audit Committee(2)

 

 

 

 

 

 

 

Review of IRC Sections 851(b) and 817(h) diversification testing on a real-time basis

 

ý

 

 

 

As presented to Audit Committee(2)

 

 

 

 

 

 

 

Assistance and advice regarding year-end reporting for 1099’s

 

ý

 

 

 

As presented to Audit Committee(2)

 

 

 

 

 

 

 

Tax assistance and advice regarding statutory, regulatory or administrative developments

 

ý

 

ý

 

Not to exceed $5,000 for the Funds or for the Funds’ investment adviser during the Pre-Approval Period

 


(2)                                  For new Funds launched during the Pre-Approval Period, the fee ranges pre-approved will be the same as those for existing Funds, pro-rated in accordance with inception dates as provided in the auditors’ Proposal or any Engagement Letter covering the period at issue. Fees in the Engagement Letter will be controlling.

 

7



 

Appendix C, continued

 

Service

 

 

 

The Fund(s)

 

Fund
Affiliates

 

Fee Range

Tax training courses

 

ý

 

ý

 

Not to exceed $2,000 per course during the Pre-Approval Period

 

 

 

 

 

 

 

Tax services associated with Fund mergers

 

ý

 

ý

 

Not to exceed $4,000 per fund per merger during the Pre-Approval Period

 

 

 

 

 

 

 

Loan Staff Services

 

 

 

ý

 

Not to exceed $15,000 during the Pre-Approval Period

 

 

 

 

 

 

 

Other tax-related assistance and consultation, including, without limitation, assistance in evaluating derivative financial instruments and international tax issues, qualification and distribution issues, and similar routine tax consultations.

 

ý

 

 

 

Not to exceed $120,000 during the Pre-Approval Period

 

8



 

Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2006 through December 31, 2006

 

Service

 

 

 

The Fund(s)

 

Fund Affiliates

 

Fee Range

Agreed-upon procedures for Class B share 12b-1 programs

 

 

 

ý

 

Not to exceed $50,000 during the Pre-Approval Period

 

 

 

 

 

 

 

Security counts performed pursuant to Rule 17f-2 of the 1940 Act (i.e., counts for Funds holding securities with affiliated sub-custodians)

 

ý

 

 

 

Not to exceed $5,000 per Fund during the Pre-Approval Period

 

 

 

 

 

 

 

Agreed upon procedures for 15 (c) FACT Books

 

ý

 

 

 

Not to exceed $35,000 during the Pre-Approval Period

 

9



 

Appendix E

 

Prohibited Non-Audit Services

Dated:                                     January 1, 2006

 

                  Bookkeeping or other services related to the accounting records or financial statements of the Funds

 

                  Financial information systems design and implementation

 

                  Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

                  Actuarial services

 

                  Internal audit outsourcing services

 

                  Management functions

 

                  Human resources

 

                  Broker-dealer, investment adviser, or investment banking services

 

                  Legal services

 

                  Expert services unrelated to the audit

 

                  Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible

 

10



 

Exhibit A

 

ING EQUITY TRUST

ING FUNDS TRUST

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING INVESTMENT FUNDS, INC.

ING INVESTORS TRUST

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING SENIOR INCOME FUND

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

ING VP EMERGING MARKETS FUND, INC.

ING VP NATURAL RESOURCES TRUST

USLICO SERIES FUND

 



 

(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 registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant was $103,850 for year ended February 28, 2006.

 

(h)           Principal Accountants Independence:  The Registrant’s Audit committee has considered whether the provision of non-audit services that were rendered to the registrant’s 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 KPMG’s independence.

 

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Item 5.  Audit Committee of Listed Registrants.

 

a.             The registrant has a separately-designated standing audit committee.  The members are J. Michael Earley, Patrick W. Kenny, David W.C. Putnam, Roger B. Vincent and Sheryl K. Pressler.

 

b.             Not applicable.

 

Item 6.  Schedule of Investments

 

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

 

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment companies.

 

ING FUNDS
 

PROXY VOTING PROCEDURES AND GUIDELINES

 

Effective Date:  July 10, 2003

Revision Date:  March 16, 2006

 

I.                                         INTRODUCTION

 

The following are the Proxy Voting Procedures and Guidelines (the “Procedures and Guidelines”) of the ING Funds set forth on Exhibit 1 attached hereto and each portfolio or series thereof (each a “Fund” and collectively, the “Funds”). The purpose of these Procedures and Guidelines is to set forth the process by which each Fund will vote proxies related to the equity assets in its investment portfolio (the “portfolio securities”). The Procedures and Guidelines have been approved by the Funds’ Boards of Trustees/Directors(1) (each a “Board” and collectively, the “Boards”), including a majority of the independent Trustees/Directors(2) of the Board. These Procedures and Guidelines may be amended only by the Board. The Board shall review these Procedures and Guidelines at its discretion, and make any revisions thereto as deemed appropriate by the Board.

 

II.                                     VALUATION, PROXY AND BROKERAGE COMMITTEE

 

The Boards hereby delegate to the Valuation, Proxy and Brokerage Committee of each Board (each a “Committee” and collectively, the “Committees”) the authority and responsibility to oversee the implementation of these Procedures and Guidelines, and where applicable, to make determinations on behalf of the Board with respect to the voting of proxies on behalf of each Fund. Furthermore, the Boards hereby delegate to each Committee the authority to review and approve material changes to proxy voting procedures of any Fund’s investment adviser (the “Adviser”). The Proxy Voting Procedures of the Adviser (the “Adviser Procedures”) are attached hereto as Exhibit 2. Any determination regarding the voting of proxies of each Fund that is made by a Committee, or any member thereof, as permitted herein, shall be deemed to be a good faith determination regarding the voting of proxies by the full Board. Each Committee

 


(1)          Reference in these Procedures to one or more Funds shall, as applicable, mean those Funds that are under the jurisdiction of the particular Board or Valuation, Proxy and Brokerage Committee at issue. No provision in these Procedures is intended to impose any duty upon the particular Board or Valuation, Proxy and Brokerage Committee with respect to any other Fund.

 

(2)          The independent Trustees/Directors are those Board members who are not “interested persons” of the Funds within the meaning of Section 2(a)(19) of the Investment Company Act of 1940.

 

 



 

may rely on the Adviser through the Agent, Proxy Coordinator and/or Proxy Group (as such terms are defined for purposes of the Adviser Procedures) to deal in the first instance with the application of these Procedures and Guidelines. Each Committee shall conduct itself in accordance with its charter.

 

III.                                 DELEGATION OF VOTING AUTHORITY

 

The Board hereby delegates to the Adviser to each Fund the authority and responsibility to vote all proxies with respect to all portfolio securities of the Fund in accordance with then current proxy voting procedures and guidelines that have been approved by the Board. The Board may revoke such delegation with respect to any proxy or proposal, and assume the responsibility of voting any Fund proxy or proxies as it deems appropriate. Non-material amendments to the Procedures and Guidelines may be approved for immediate implementation by the President or Chief Financial Officer of a Fund, subject to ratification at the next regularly scheduled meeting of the Valuation, Proxy and Brokerage Committee.

 

When a Fund participates in the lending of its securities and the securities are on loan at record date, proxies related to such securities will not be forwarded to the Adviser by the Fund’s custodian and therefore will not be voted.

 

Funds that are “funds-of-funds” will “echo” vote their interests in underlying mutual funds, which may include ING Funds (or portfolios or series thereof) other than those set forth on Exhibit 1 attached hereto. This means that, if the fund-of-funds must vote on a proposal with respect to an underlying investment company, the fund-of-funds will vote its interest in that underlying fund in the same proportion all other shareholders in the investment company voted their interests.

 

A fund that is a “feeder” fund in a master-feeder structure does not echo vote. Rather, it passes votes requested by the underlying master fund to its shareholders. This means that, if the feeder fund is solicited by the master fund, it will request instructions from its own shareholders, either directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to

the manner in which to vote its interest in an underlying master fund.

 

When a Fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master fund’s 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 Fund’s Adviser has adopted proxy voting procedures in connection with the voting of portfolio securities for the Funds as attached hereto in Exhibit 2. The Board hereby approves such procedures. All material changes to the Adviser Procedures must be approved by the Board or the Valuation, Proxy and Brokerage Committee prior to implementation; however, the President or Chief Financial Officer of a Fund may make such non-material changes as they deem appropriate, subject to ratification by the Board or the Valuation, Proxy and Brokerage

 

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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 with standing instructions to vote in accordance with the Agent’s recommendation, the Proxy Coordinator will forward the Agent’s 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 Agent’s recommendation, unless the Agent’s recommendation is deemed to be conflicted as provided for under the Adviser Procedures, in which case no action shall be taken on such matter (i.e., a “Non-Vote”).

 

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1.               Within-Guidelines Votes:  Votes in Accordance with a Fund’s Guidelines and/or, where applicable, Agent Recommendation

 

In the event the Proxy Group, and where applicable, any Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in this manner. No Conflicts Report (as such term is defined for purposes of the Adviser Procedures) is required in connection with Within-Guidelines Votes.

 

2.               Non-Votes:  Votes in Which No Action is Taken

 

The Proxy Group may recommend that a Fund refrain from voting under the following circumstances:  (1) if the economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of an ING Fund or proxies being considered on behalf of a Fund that is no longer in existence; or (2) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Group’s 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 Fund’s 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 Agent’s 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 Agent’s 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 Agent’s recommendation on a matter requiring case-by-case consideration is deemed to be conflicted as

 

4



 

provided for under the Adviser Procedures, the Proxy Coordinator will then request that all members of the Proxy Group, including any members not in attendance at the meeting at which the relevant proxy is being considered, and each Investment Professional participating in the voting process complete a Conflicts Report (as such term is defined for purposes of the Adviser Procedures). As provided for in the Adviser Procedures, the Proxy Coordinator shall be responsible for identifying to Counsel potential conflicts of interest with respect to the Agent.

 

If Counsel determines that a conflict of interest appears to exist with respect to the Agent, any member of the Proxy Group or the participating Investment Professional(s), the Proxy Coordinator will then contact the Valuation, Proxy and Brokerage Committee(s) and forward to such Committee(s) all information relevant to their review, including the following materials or a summary thereof:  the applicable Procedures and Guidelines, the recommendation of the Agent, where applicable, the recommendation of the Investment Professional(s), where applicable, any resources used by the Proxy Group in arriving at its recommendation, the Conflicts Report and any other written materials establishing whether a conflict of interest exists, and findings of Counsel (as such term is defined for purposes of the Adviser Procedures). Upon Counsel’s finding that a conflict of interest exists with respect to one or more members of the Proxy Group or the Advisers generally, the remaining members of the Proxy Group shall not be required to complete a Conflicts Report in connection with the proxy.

 

If Counsel determines that there does not appear to be a conflict of interest with respect to the Agent, any member of the Proxy Group or the participating Investment Professional(s), the Proxy Coordinator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

 

4.               Referrals to a Fund’s Valuation, Proxy and Brokerage Committee

 

A Fund’s Valuation, Proxy and Brokerage Committee may consider all recommendations, analysis, research and Conflicts Reports provided to it by the Agent, Proxy Group and/or Investment Professional(s), and any other written materials used to establish whether a conflict of interest exists, in determining how to vote the proxies referred to the Committee. The Committee will instruct the Agent through the Proxy Coordinator how to vote such referred proposals.

 

The Proxy Coordinator shall use best efforts to timely refer matters to a Fund’s 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 Agent’s recommendation, unless the Agent’s recommendation is conflicted on a matter requiring case-by-case consideration, in which case no action shall be taken on such matter (i.e., a “Non-Vote”).

 

5



 

The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund’s 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 Fund’s Committee for determination so that the Adviser shall have no opportunity to vote a Fund’s 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 Fund’s Committee believes he/she has a conflict of interest that would preclude him/her from making a voting determination in the best interests of the beneficial owners of the applicable Fund, such Committee member shall so advise the Proxy Coordinator and recuse himself/herself with respect to determinations regarding the relevant proxy.

 

VII.                            REPORTING AND RECORD RETENTION

 

Annually in August, each Fund that is not a feeder in a master/feeder structure will post its proxy voting record or a link thereto, for the prior one-year period ending on June 30th on the ING Funds website. No proxy voting record will be posted on the ING Funds website for any Fund that is a feeder in a master/feeder structure; however, a cross-reference to that of the master fund’s proxy voting record as filed in the SEC’s 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 SEC’s website.

 

6



 

EXHIBIT 1

to the

ING Funds

Proxy Voting Procedures

 

ING EQUITY TRUST

ING FUNDS TRUST

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING INVESTMENT FUNDS, INC.

ING INVESTORS TRUST

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING SENIOR INCOME FUND

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

ING VP EMERGING MARKETS FUND, INC.

ING VP NATURAL RESOURCES TRUST

USLICO SERIES FUND

 



 

EXHIBIT 2

to the

ING Funds

Proxy Voting Procedures

 

 

ING INVESTMENTS, LLC,

DIRECTED SERVICES, INC.

AND

ING LIFE INSURANCE AND ANNUITY COMPANY
 

PROXY VOTING PROCEDURES

 

I.                                         INTRODUCTION

 

ING Investments, LLC, Directed Services, Inc. and ING Life Insurance and Annuity Company (each an “Adviser” and collectively, the “Advisers”) are the investment advisers for the registered investment companies and each series or portfolio thereof (each a “Fund” and collectively, the “Funds”) comprising the ING family of funds. As such, the Advisers have been delegated the authority to vote proxies with respect to securities for the Funds over which they have day-to-day portfolio management responsibility.

 

The Advisers will abide by the proxy voting guidelines adopted by a Fund’s 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 Fund’s Board.

 

In voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote proxies in the manner that it believes will do the most to maximize shareholder value.

 

The following are the Proxy Voting Procedures of ING Investments, LLC, Directed Services, Inc. and ING Life Insurance and Annuity Company (the “Adviser Procedures”) with respect to the voting of proxies on behalf of their client Funds as approved by the respective Board of each Fund.

 

Unless otherwise noted, best efforts shall be used to vote proxies in all instances.

 



 

II.                                     ROLES AND RESPONSIBILITIES

 

A.                                   Proxy Coordinator

 

The Proxy Coordinator identified in Appendix 1 will assist in the coordination of the voting of each Fund’s 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 Fund’s 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 Agent’s recommendation), the Proxy Coordinator will call a meeting of the Proxy Group (as described below).

 

Responsibilities assigned herein to the Proxy Coordinator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.

 

Unless specified otherwise, information provided to the Proxy Coordinator in connection with duties of the parties described herein shall be deemed delivered to the Advisers.

 

B.                                     Agent

 

An independent proxy voting service (the “Agent”), as approved by the Board of each Fund, shall be engaged to assist in the voting of Fund proxies for publicly traded securities through the provision of vote analysis, implementation, recordkeeping and disclosure services. The Agent is Institutional Shareholder Services, Inc. The Agent is responsible for coordinating with the Funds’ custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. To the extent applicable, the Agent is required to vote and/or refer all proxies in accordance with these Adviser Procedures. The Agent will retain a record of all proxy votes handled by the Agent. Such record must reflect all the information required to be disclosed in a Fund’s 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 Fund’s Guidelines, except as otherwise instructed through the Proxy Coordinator by the Adviser’s Proxy Group or a Fund’s Valuation, Proxy and Brokerage Committee (“Committee”).

 

9



 

The Agent shall be instructed to obtain all proxies from the Funds’ custodians and to review each proxy proposal against the Guidelines. The Agent also shall be requested to call the Proxy Coordinator’s 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 Agent’s 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 Fund’s 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 Fund’s Procedures and Guidelines.

 

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A meeting of the Proxy Group will be held whenever (1) the Proxy Coordinator receives a recommendation from an Investment Professional to vote a Fund’s 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 Agent’s 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 Agent’s 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 Agent’s 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 Fund’s 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 Fund’s Board.

 

D.                                    Investment Professionals

 

The Funds’ Advisers, sub-advisers and/or portfolio managers (each referred to herein as an “Investment Professional” and collectively, “Investment Professionals”) may submit, or be asked to submit, a recommendation to the Proxy Group regarding the voting of proxies related to the portfolio securities over which they have day-to-day portfolio management responsibility. The Investment Professionals may accompany their recommendation with any other research materials that they deem appropriate or with a request that lending activity with respect to the relevant security be reviewed, such requests to be timely considered by the Proxy Group.

 

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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.

 

B.                                     Routine Matters
 

The Agent shall be instructed to submit a vote in accordance with the Guidelines where such Guidelines provide a clear “For”, “Against,” “Withhold” or “Abstain” on a proposal. However, the Agent shall be directed to refer any proxy proposal to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of the Guidelines is unclear, it appears to involve unusual or controversial issues, or an Investment Professional recommends a vote contrary to the Guidelines.

 

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 Agent’s recommendation, the Proxy Coordinator will forward the Agent’s 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 Fund’s Guidelines and/or, where applicable, Agent Recommendation

 

In the event the Proxy Group, and where applicable, any Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in this manner. No Conflicts Report (as such term is defined herein) is required in connection with Within-Guidelines Votes.

 

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2.                                       Non-Votes:  Votes in Which No Action is Taken

 

The Proxy Group may recommend that a Fund refrain from voting under the following circumstances:  (1) if the economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g., proxies in connection with securities no longer held in the portfolio of an ING Fund or proxies being considered on behalf of a Fund that is no longer in existence; or (2) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Group’s 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 Fund’s 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 Agent’s 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 Agent’s 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 Agent’s recommendation on a matter requiring case-by-case consideration is deemed to be conflicted as provided for under these Adviser Procedures, the Proxy Coordinator will then implement the procedures for handling such votes as adopted by the Fund’s Board.

 

4.               The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund’s Valuation, Proxy and Brokerage Committee, all applicable recommendations, analysis, research and Conflicts Reports.

 

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IV.                                ASSESSMENT OF THE AGENT AND CONFLICTS OF INTEREST

 

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 Agent’s 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 Agent’s proxy analysis or recommendations. The Proxy Coordinator shall forward all such information to Counsel for review. Counsel shall review such information and provide the Proxy Coordinator with a brief statement regarding whether or not a material conflict of interest is present. Matters as to which a material conflict of interest is deemed to be present shall be handled as provided in the Fund’s Procedures and Guidelines.

 

In connection with their participation in the voting process for portfolio securities, each member of the Proxy Group, and each Investment Professional participating in the voting process, must act solely in the best interests of the beneficial owners of the applicable Fund. The members of the Proxy Group may not subordinate

 

14



 

the interests of the Fund’s 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 Agent’s services or utilization thereof.

 

For all matters for which the Proxy Group recommends an Out-of-Guidelines Vote, the Proxy Coordinator will implement the procedures for handling such votes as adopted by the Fund’s Board, including completion of such Conflicts Reports as may be required under the Fund’s 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 Fund’s 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 Fund’s portfolio securities. Such proxy statements received from issuers are available either in the SEC’s EDGAR database or are kept by the Agent and are available upon request. (2) A record of each vote cast on behalf of a Fund. (3) A copy of any document created by the Adviser that was material to making a decision how to vote a proxy, or that memorializes the basis for that decision. (4) A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Adviser voted proxies on behalf of a Fund. All proxy voting materials and supporting documentation will be retained for a minimum of six (6) years.

 

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APPENDIX 1

to the

Advisers’ Proxy Voting Procedures

 

Proxy Group for registered investment company clients of ING Investments, LLC, Directed Services, Inc. and ING Life Insurance and Annuity Company:

 

Name

 

Title or Affiliation

 

 

 

Stanley D. Vyner

 

Chief Investment Risk Officer and Executive Vice President, ING Investments, LLC

 

 

 

Todd Modic

 

Senior Vice President, ING Funds Services, LLC and ING Investments, LLC; and Chief Financial Officer of the ING Funds

 

 

 

Maria Anderson

 

Vice President of Fund Compliance, ING Funds Services, LLC

 

 

 

Karla J. Bos

 

Proxy Coordinator for the ING Funds and Manager — Special Projects, ING Funds Services, LLC

 

 

 

Julius Drelick

 

Head of Product Strategy, ING Funds Services, LLC

 

 

 

Theresa K. Kelety, Esq.

 

Counsel, ING Americas US Legal Services

 

 

 

Steve Wastek, Esq.

 

Counsel, ING Americas US Legal Services

 

 

Effective as of May 27, 2005

 

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EXHIBIT 3

to the

ING Funds
Proxy Voting Procedures

 

PROXY VOTING GUIDELINES OF THE ING FUNDS

 

I.                                       INTRODUCTION

 

The following is a statement of the Proxy Voting Guidelines (“Guidelines”) that have been adopted by the respective Boards of Directors or Trustees of each Fund. Unless otherwise provided for herein, any defined term used herein shall have the meaning assigned to it in the Funds’ and Advisers’ Proxy Voting Procedures (the “Procedures”).

 

Proxies must be voted in the best interest of the Fund(s). The Guidelines summarize the Funds’ positions on various issues of concern to investors, and give a general indication of how Fund portfolio securities will be voted on proposals dealing with particular issues. The Guidelines are not exhaustive and do not include all potential voting issues.

 

The Advisers, in exercising their delegated authority, will abide by the Guidelines as outlined below with regard to the voting of proxies except as otherwise provided in the Procedures. In voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote proxies in the manner that it believes will do the most to maximize shareholder value.

 

II.                                     GUIDELINES

 

The following Guidelines are grouped according to the types of proposals generally presented to shareholders of U.S. issuers:  Board of Directors, Proxy Contests, Auditors, Proxy Contest Defenses, Tender Offer Defenses, Miscellaneous, Capital Structure, Executive and Director Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies and Social and Environmental Issues. An additional section addresses proposals most frequently found in global proxies.

 

General Policies

These Guidelines apply to securities of publicly traded companies and to those of privately held companies if publicly available disclosure permits such application. All matters for which such disclosure is not available shall be considered CASE-BY-CASE.

 



 

It shall generally be the policy of the Funds to take no action on a proxy for which no Fund holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

 

In all cases receiving CASE-BY-CASE consideration, including cases not specifically provided for under these Guidelines, unless otherwise provided for under these Guidelines, it shall generally be the policy of the Funds to vote in accordance with the recommendation provided by the Funds’ Agent, Institutional Shareholder Services, Inc.

 

Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote in accordance with the Agent’s recommendation in cases in which such recommendation aligns with the recommendation of the relevant issuer’s management. However, this policy shall not apply to CASE-BY-CASE proposals for which a contrary recommendation from the Investment Professional for the relevant Fund has been received and is to be utilized, provided that incorporation of any such recommendation shall be subject to the conflict of interest review process required under the Procedures.

 

Recommendations from the Investment Professionals, while not required under the Procedures, are likely to be considered with respect to proxies for private equity securities and/or proposals related to merger transactions/corporate restructurings, proxy contests related to takeover bids/contested business combinations, or unusual or controversial issues. Such input shall be given primary consideration with respect to CASE-BY-CASE proposals being considered on behalf of the relevant Fund.

 

The foregoing policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that proposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis in cases in which unusual or controversial circumstances so dictate.

 

Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. No proposal shall be supported whose implementation would contravene such requirements.

 

1.                                      The Board of Directors

Voting on Director Nominees in Uncontested Elections

Unless otherwise provided for herein, the Agent’s 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.

 

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Agreement with the Agent’s independence standards shall not dictate that a Fund’s vote shall be cast according to the Agent’s corresponding recommendation. Votes on director nominees not subject to specific policies described herein should be made on a CASE-BY-CASE basis.

 

In any cases in which application of the policies described herein would result in withholding votes from the majority of independent outside directors sitting on a board, or removal of such directors would negatively impact majority board independence, consider such independent outside director nominees on a CASE-BY-CASE basis.

 

WITHHOLD votes from a nominee who, during both of the most recent two years, attended less than 75 percent of the board and committee meetings without a valid reason for the absences. DO NOT WITHHOLD votes in connection with attendance issues for nominees who have served on the board for less than the two most recent years.

 

WITHHOLD votes from a nominee in connection with poison pill considerations (e.g., failure to remove restrictive features or ensure expiration or submission to shareholders for vote) only in cases for which culpability for implementation or renewal of the pill in such form can be specifically attributed to the nominee.

 

Provided that a nominee served on the board during the relevant time period, WITHHOLD votes from a nominee who has failed to implement a shareholder proposal that was approved by (1) a majority of the issuer’s shares outstanding (most recent annual meeting) or (2) a majority of the votes cast for two consecutive years. However, in the case of shareholder proposals seeking shareholder ratification of a poison pill, generally DO NOT WITHHOLD votes from a nominee in such cases if the company has already implemented a policy that should reasonably prevent abusive use of the pill.

 

If a nominee has not acted upon WITHHOLD votes representing a majority of the votes cast at the previous annual meeting, consider such nominee on a CASE-BY-CASE basis.

 

WITHHOLD votes from inside directors or affiliated outside directors who sit on the audit committee.

 

DO NOT WITHHOLD votes from inside directors or affiliated outside directors who sit on the nominating or compensation committee, provided that such committee meets the applicable independence requirements of the relevant listing exchange. However, consider such nominees on a CASE-BY-CASE basis if the committee is majority insider-controlled.

 

DO NOT WITHHOLD votes from inside directors or affiliated outside directors if the full board serves as the compensation or nominating committee OR has not created one or both committees, provided that the issuer is in compliance with all provisions of the listing exchange in connection with performance of relevant functions (e.g., performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).

 

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In cases in which the Agent has identified a “pay for performance disconnect”, generally DO NOT WITHHOLD support from nominees who sit on the compensation committee or from the pay package recipient. If the Agent has raised other considerations regarding compensation practices, consider on a CASE-BY-CASE basis nominees who sit on the compensation committee and served during the relevant time period, but DO NOT WITHHOLD votes for this reason from the pay package recipient if also sitting for election but not a compensation committee member.

 

Generally, vote FOR independent outside director nominees serving on the audit committee, but if total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, do vote AGAINST auditor ratification if concerns exist regarding such fees, e.g., that remuneration for the non-audit work is so lucrative as to taint the auditor’s independence or is excessive in connection with the level and type of services provided.

 

It shall generally be the policy of the Funds that a board should be majority independent and therefore to consider inside director or affiliated outside director nominees in cases in which the full board is not majority independent on a CASE-BY-CASE basis, excluding any non-voting director (e.g., director emeritus or advisory director) in calculations with respect to majority board independence. When conditions contributing to a lack of majority independence remain substantially similar to those in the previous year, it shall generally be the policy of the Funds to WITHHOLD or vote FOR nominees in a manner consistent with votes cast by the Fund(s) in the previous year.

 

Generally vote FOR nominees who sit on up to (and including) seven public company boards unless (1) other concerns requiring CASE-BY-CASE consideration have been raised, or (2) the nominee is also CEO of a public company, in which case the public company board threshold shall be four, above which the nominee shall be considered on a CASE-BY-CASE basis.

 

Proposals Regarding Board Composition or Board Service

Generally, vote AGAINST shareholder proposals to impose new board structures or policies, including those requiring that the positions of chairman and CEO be held separately, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent or pervasive corporate governance concerns have been identified. Generally, except as otherwise provided for herein, vote FOR management proposals to adopt or amend board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent, pervasive corporate governance concerns have been identified, or the proposal may result in a material reduction in shareholders’ rights.

Generally, vote AGAINST shareholder proposals asking that more than a simple majority of directors be independent.

Generally, vote AGAINST shareholder proposals asking that board compensation and/or nominating committees be composed exclusively of independent directors.

Generally, vote AGAINST shareholder proposals to limit the number of public company boards on which a director may serve.

 

20



 

Generally, vote AGAINST shareholder proposals that seek to redefine director independence or directors’ specific roles (e.g., responsibilities of the lead director).

Generally, vote AGAINST shareholder proposals requesting creation of additional board committees or offices, except as otherwise provided for herein.

Generally, vote FOR shareholder proposals that seek creation of an audit, compensation or nominating committee of the board, unless the committee in question is already in existence or the issuer has availed itself of an applicable exemption of the listing exchange (e.g., performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).

Generally, vote AGAINST shareholder proposals to limit the tenure of outside directors.

Generally, vote AGAINST shareholder proposals to impose a mandatory retirement age for outside directors unless the proposal seeks to relax existing standards, but generally DO NOT VOTE AGAINST management proposals seeking to establish a retirement age for directors.

 

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 director’s or officer’s 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 director’s 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 related to takeover bids or other contested business combinations 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.

 

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3.                                      Auditors

Ratifying Auditors

Generally, except in cases of high non-audit fees, vote FOR management proposals to ratify auditors. If total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, consider on a CASE-BY-CASE basis, voting AGAINST management proposals to ratify auditors in cases in which concerns exist that remuneration for the non-audit work is so lucrative as to taint the auditor’s independence. If such concerns exist or an issuer has a history of questionable accounting practices, also vote FOR shareholder proposals asking the issuer to present its auditor annually for ratification, but in other cases generally vote AGAINST.

 

Auditor Independence

Generally, vote AGAINST shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).

 

Audit Firm Rotation:

Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.

 

4.                                      Proxy Contest Defenses

Board Structure: Staggered vs. Annual Elections

Generally, vote AGAINST proposals to classify the board.

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

Unless the company maintains a classified board of directors, generally, vote FOR management proposals to eliminate cumulative voting.

In cases in which the company maintains a classified board of directors, generally vote FOR shareholder proposals to restore or permit cumulative voting.

 

Time-Phased Voting

Generally, vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or other forms of voting that do not promote a one share, one vote standard.

 

22



 

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

Review on a CASE-BY-CASE basis proposals that seek to fix the size of the board.

Review on a CASE-BY-CASE basis proposals that give management the ability to alter the size of the board without shareholder approval.

 

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 company’s poison pill.

Review on a CASE-BY-CASE basis management proposals to ratify a poison pill.

 

Fair Price Provisions

Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis.

Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

 

Greenmail

Generally, vote FOR proposals to adopt antigreenmail charter or bylaw amendments or otherwise restrict a company’s 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.

 

23



 

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.

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.

 

Amendments to Corporate Documents

Unless recommended by the Agent or Investment Professional as a condition to a major transaction such as a merger, generally, vote AGAINST proposals seeking to remove shareholder approval requirements by (1) moving article provisions to portions of the charter not requiring shareholder approval or (2) in corporate structures such as holding companies, removing provisions in an active subsidiary’s charter that provide voting rights to parent company shareholders. This policy would also generally apply to proposals seeking approval of corporate agreements or amendments to such agreements that the Agent recommends AGAINST because a similar reduction in shareholder rights is requested.

Generally, vote AGAINST proposals for charter amendments that may support board entrenchment, particularly if the proposal is bundled or the board is classified.

Generally, vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover provisions.

 

6.                                      Miscellaneous

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:

 

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                  In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy.

                  If the dissidents agree, the policy remains in place.

                  If the dissidents do not agree, the confidential voting policy is waived.

Generally, vote FOR management proposals to adopt confidential voting.

 

Open Access

Consider on a CASE-BY-CASE basis shareholder proposals seeking open access to management’s proxy material in order to nominate their own candidates to the board.

 

Majority Voting Standard

Generally, vote FOR management proposals and AGAINST shareholder proposals seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders. For issuers with a history of board malfeasance, consider such shareholder proposals on a CASE-BY-CASE basis.

 

Bundled Proposals

Review on a CASE-BY-CASE basis bundled or “conditioned” proxy proposals.

 

Shareholder Advisory Committees

Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.

 

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.

 

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 Agent’s 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 Agent’s allowable thresholds or those in excess but meeting Agent’s qualitative standards, but consider on a

 

25



 

CASE-BY-CASE basis those requests failing the Agent’s review for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized.

                  Generally vote FOR proposals to authorize capital increases within the Agent’s allowable thresholds or those in excess but meeting Agent’s 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 Agent’s thresholds when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

 

Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual-class capitalization structures, but consider CASE-BY-CASE if bundled with favorable proposal(s) or if approval of such proposal(s) is a condition of such favorable proposal(s).

Generally, vote FOR shareholder proposals to eliminate dual class capital structures with unequal voting rights in cases in which the relevant Fund owns the class with inferior voting rights, but generally vote AGAINST such proposals in cases in which the relevant Fund owns the class with superior voting rights, and consider CASE-BY-CASE if bundled with favorable proposal(s) or if approval of such proposal(s) is a condition of such favorable proposal(s).

 

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 Agent’s allowable thresholds, but consider on a CASE-BY-CASE basis those proposals exceeding the Agent’s threshold for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized.

 

Reverse Stock Splits

Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split.

 

Preferred Stock

Generally, vote AGAINST proposals authorizing the issuance of preferred stock or creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock), but vote FOR if the Agent or an Investment Professional so recommends because the issuance is required to effect a merger or acquisition proposal.

Generally, vote FOR proposals to issue or create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense. Generally vote AGAINST in cases where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense, but vote FOR if the Agent or an Investment Professional so recommends because the issuance is required to effect a merger or acquisition proposal.

 

26



 

Generally, vote FOR proposals to authorize or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company’s 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.

 

Share Repurchase Programs

Generally, vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

Generally, vote FOR management proposals to cancel repurchased shares.

 

Tracking Stock

Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis.

 

8.                                      Executive and Director Compensation

Unless otherwise provided for herein, votes with respect to compensation and employee benefit plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s quantitative approach to evaluating such plans, which includes determination of costs and comparison to an allowable cap.

                  Generally, vote in accordance with the Agent’s recommendations FOR equity-based plans with costs within such cap and AGAINST those with costs in excess of it.

                  Consider plans CASE-BY-CASE if Agent suggests cost assessment may not be possible due to the issuer’s method of disclosing shares allocated to the plan(s).

                  Generally, vote FOR plans with costs within the cap if the considerations raised by the Agent pertain solely to equity compensation burn rate or pay for performance.

 

27



 

                  Generally, vote AGAINST plans administered by potential grant recipients.

                  Consider plans CASE-BY-CASE if the Agent raises other considerations not otherwise provided for herein.

 

Restricted Stock Plans

Consider proposals for restricted stock plans, or the issuance of shares in connection with such plans, on a CASE-BY-CASE basis, considering factors such as level of disclosure and adequacy of vesting or performance requirements. Plans that do not meet the Agent’s criteria in this regard may be supported, but vote AGAINST if disclosure is provided regarding neither vesting nor performance requirements.

 

Management Proposals Seeking Approval to Reprice Options

Review on a CASE-BY-CASE basis management proposals seeking approval to reprice/replace options, considering rationale, historic trading patterns, value-for-value exchange, participation limits, vesting periods and replacement option terms. Generally, vote FOR proposals that meet the Agent’s criteria for acceptable repricing/replacement transactions, except that burn rate considerations raised by the Agent shall not be grounds for withholding support.

Vote AGAINST compensation plans that (1) permit or may permit (e.g., history of repricing and no express prohibition against future repricing) repricing of stock options, or any form or alternative to repricing, without shareholder approval, (2) include provisions that permit repricing/replacement transactions that do not meet the Agent’s criteria (except regarding burn rate as noted above), or (3) give the board sole discretion to approve option repricing/replacement programs.

 

Director Compensation

Votes on stock-based plans for directors are made on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s quantitative approach described above as well as a review of qualitative features of the plan in cases in which costs exceed the Agent’s 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 should be made on a CASE-BY-CASE basis.

 

OBRA-Related Compensation Proposals:

Amendments that Place a Cap on Annual Grants or Amend Administrative Features

Generally, vote FOR plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.

 

Amendments to Add Performance-Based Goals

Generally, vote FOR amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

 

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Amendments to Increase Shares and Retain Tax Deductions Under OBRA

Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) should be evaluated on a CASE-BY-CASE basis.

 

Approval of Cash or Cash-and-Stock Bonus Plans

Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA.

 

Shareholder Proposals Regarding Executive and Director Pay

Generally, vote AGAINST shareholder proposals that seek disclosure beyond regulatory requirements of the remuneration of individuals other than senior executives and directors. However, vote AGAINST shareholder proposals that seek such disclosure if providing it would be out of step with market practice and potentially disruptive to the business.

Unless evidence exists of abuse in historical compensation practices, and except as otherwise provided for herein, generally vote AGAINST shareholder proposals that seek to impose new compensation structures or policies, including “claw back” recoupments.

 

Golden and Tin Parachutes

Generally, vote FOR shareholder proposals to have golden and tin parachutes submitted for shareholder ratification, provided that such “parachutes” specify change-in-control events and that the proposal does not include unduly restrictive or arbitrary provisions such as advance approval requirements.

Generally vote AGAINST shareholder proposals to submit executive severance agreements that do not specify change-in-control events, Supplemental Executive Retirement Plans or deferred executive compensation plans for shareholder ratification, unless such ratification is required by the listing exchange.

Review on a CASE-BY-CASE basis all proposals to ratify or cancel golden or tin parachutes.

 

Employee Stock Ownership Plans (ESOPs)

Generally, vote FOR proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e., generally greater than five percent of outstanding shares).

 

401(k) Employee Benefit Plans

Generally, vote FOR proposals to implement a 401(k) savings plan for employees.

 

Expensing of Stock Options

Generally, vote AGAINST shareholder proposals to expense stock options before such treatment is required by the Federal Accounting Standards Board.

 

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Holding Periods

Generally, vote AGAINST proposals requiring mandatory periods for officers and directors to hold company stock.

 

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 company’s state of incorporation should be examined on a CASE-BY-CASE basis. Generally, vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported. Generally, vote AGAINST shareholder reincorporation proposals not also supported by the company.

 

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.

 

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 Agent’s 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.

 

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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.

 

Preferred Stock Proposals

Vote the authorization for or increase in preferred shares on a CASE-BY-CASE basis.

 

1940 Act Policies

Vote these proposals on a CASE-BY-CASE basis.

 

Changing a Fundamental Restriction to a Nonfundamental Restriction

Vote these proposals on a CASE-BY-CASE basis.

 

Change Fundamental Investment Objective to Nonfundamental

Generally, vote AGAINST proposals to change a fund’s fundamental investment objective to nonfundamental.

 

Name Rule Proposals

Vote these proposals on a CASE-BY-CASE basis.

 

Disposition of Assets/Termination/Liquidation

Vote these proposals on a CASE-BY-CASE basis.

 

Changes to the Charter Document

Vote changes to the charter document on a CASE-BY-CASE basis.

 

Changing the Domicile of a Fund

Vote reincorporations on a CASE-BY-CASE basis.

 

Change in Fund’s Subclassification

Vote these proposals on a CASE-BY-CASE basis.

 

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Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval

Generally, vote FOR these proposals.

 

Distribution Agreements

Vote these proposals on a CASE-BY-CASE basis.

 

Master-Feeder Structure

Generally, vote FOR the establishment of a master-feeder structure.

 

Mergers

Vote merger proposals on a CASE-BY-CASE basis.

 

Establish Director Ownership Requirement

Generally, vote AGAINST shareholder proposals for the establishment of a director ownership requirement.

 

Reimburse Shareholder for Expenses Incurred

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

 

Terminate the Investment Advisor

Vote to terminate the investment advisor on a CASE-BY-CASE basis.

 

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 company’s board is likely to have access to relevant, non-public information regarding a company’s 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 issuer’s significant history of relevant violations; or activities not in step with market practice or regulatory requirements, or unless provided for otherwise herein, generally vote AGAINST shareholder proposals seeking to dictate corporate conduct, apply existing law, duplicate policies already substantially in place and/or addressed by the issuer, or release information that would not help a shareholder evaluate an investment in the corporation as an economic matter. Such proposals would generally include those seeking preparation of reports and/or implementation or additional disclosure of corporate policies related to issues such as consumer and public safety, environment and energy, labor standards and human rights, military business and political concerns, workplace diversity and non-discrimination, sustainability, social issues, vendor activities, economic risk or matters of science and

 

32



 

engineering.

 

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.

 

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 there is concern about the past actions of the company’s auditors or directors or legal action is being taken against the board by other shareholders.

 

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Director Elections

Unless otherwise provided for herein, the Agent’s 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 Agent’s independence standards shall not dictate that a Fund’s vote shall be cast according to the Agent’s corresponding recommendation. Further, the application of Guidelines in connection with such standards shall apply only in cases in which the nominee’s level of independence can be ascertained based on available disclosure. These policies generally apply to director nominees in uncontested elections; votes in contested elections, and votes on director nominees not subject to policies described herein, should be made on a CASE-BY-CASE basis.

 

For issuers domiciled in Canada, Finland, France, Ireland, the Netherlands, Sweden or tax haven markets, generally vote AGAINST non-independent directors in cases in which the full board serves as the audit committee, or the company does not have an audit committee.

 

For issuers in all markets, including those in tax haven markets and those in Japan that have adopted the U.S.-style board-with-committees structure, vote AGAINST non-independent directors who sit on the audit committee, or, if the slate of nominees is bundled, vote AGAINST the slate.

 

In tax haven markets, DO NOT VOTE AGAINST non-independent directors in cases in which the full board serves as the compensation committee, or the company does not have a compensation committee.

 

DO NOT VOTE AGAINST non-independent directors who sit on the compensation or nominating committees, provided that such committees meet the applicable independence requirements of the relevant listing exchange.

 

In cases in which committee membership is unclear, consider non-independent director nominees on a CASE-BY-CASE basis if no other issues have been raised in connection with his/her nomination.

 

Generally follow Agent’s recommendations to vote AGAINST individuals nominated as outside/non-executive directors who do not meet the Agent’s standard for independence, unless the slate of nominees is bundled, in which case the proposal(s) to elect board members shall be considered on a CASE-BY-CASE basis.

 

For issuers in Canada and tax haven markets, generally withhold support (AGAINST or ABSTAIN, as appropriate) from bundled slates of nominees if the board is non-majority independent. For issuers in other global markets, generally follow Agent’s standards for withholding support from non-independent directors excluding the CEO if the board is non-majority independent.

 

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Generally, withhold support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of nominees presented in a manner not aligned with market practice and/or legislation, including:

                  bundled slates of nominees in (Hong Kong or France);

                  simultaneous reappointment of retiring directors (South Africa);

                  in markets with term lengths capped by legislation, nominees whose terms exceed the caps or are not disclosed (except that bundled slates with such lack of disclosure shall be considered on a CASE-BY-CASE basis); or

                  nominees whose names are not disclosed in advance of the meeting (Hong Kong or South Africa).

 

Consider nominees for which the Agent has raised concerns regarding scandals or internal controls on a CASE-BY-CASE basis.

 

For markets such as the tax havens, Canada, Australia, South Africa and Malaysia (and for outside directors in South Korea) in which nominees’ attendance records are adequately disclosed, the Funds’ U.S. Guidelines with respect to director attendance shall apply.

 

For companies incorporated in tax haven markets but which trade exclusively in the U.S., the Funds’ U.S. Guidelines with respect to director elections shall apply.

 

Board Structure

Generally, vote FOR proposals to fix board size, but also support proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations.

 

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.

Generally, vote AGAINST incumbent nominees at companies implicated in scandals or exhibiting poor internal controls.

 

Nominating Committee

Generally, vote AGAINST proposals that permit non-board members to serve on the nominating committee.

 

Director Remuneration

Consider director compensation plans on a CASE-BY-CASE basis. Generally, vote FOR proposals to approve the remuneration of directors as long as the amount is not excessive and there is no evidence of abuse.

 

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Retirement Bonuses

With respect to Japanese companies, generally vote FOR such proposals if all payments are for directors and auditors who have served as executives of the company. Generally vote AGAINST such proposals if one or more payments are for non-executive, affiliated directors or statutory auditors; when one or more of the individuals to whom the grants are being proposed (1) has not served in an executive capacity for the company for at least three years or (2) has been designated by the company as an independent statutory auditor, regardless of the length of time he/she has served. If Agent raises scandal or internal control considerations, generally vote AGAINST bonus proposals only for nominees whom a Fund is also voting AGAINST for that reason.

 

Stock Option Plans for Independent Internal Statutory Auditors

With respect to Japanese companies, follow the Agent’s guidelines with respect to proposals regarding option grants to independent internal statutory auditors, generally voting AGAINST such plans.

 

Equity Compensation Plans

Unless otherwise provided for herein, votes with respect to compensation plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, which in the United Kingdom involves use of a compensation valuation model to evaluate the cost of stock-based compensation plans, and in other markets, the calculation of dilution under a company’s share plans and analysis of plan features.

 

Shares Reserved for Equity Compensation Plans

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s methodology, including classification of a company’s stage of development as growth or mature and the corresponding determination as to reasonability of the share requests.

Generally, vote AGAINST equity compensation plans (e.g., option, warrant, restricted stock or employee share purchase plans), the issuance of shares in connection with such plans, or related management proposals that:

                  exceed Agent’s recommended dilution limits;

                  provide deep or near-term discounts to executives or directors, unless discounts to executives are adequately mitigated by long-term vesting requirements (e.g., Japan);

                  are administered by potential grant recipients;

                  permit financial assistance in the form of interest-free, non-recourse loans in connection with executive’s participation;

                  for restricted stock plans, provide no disclosure regarding vesting or performance criteria (provided that plans with disclosure in one or both areas, without regard to Agent’s criteria for such disclosure, shall be supported provided they otherwise satisfy these Guidelines);

                  allow plan administrators to make material amendments without shareholder approval unless adequate prior disclosure has been provided, with such voting decisions generally based on the Agent’s approach to evaluating such plans;

                  provide for terms or participation that is markedly out of line with market practice;

 

36



 

                  provide for retesting in connection with achievement of performance hurdles unless the Agent’s analysis indicates that (1) performance targets are adequately increased in proportion to the additional time available, (2) the amount of compensation subject to retesting is de minimis as a percentage of overall compensation or relative to market practice, or (3) the issuer has committed to cease retesting within a reasonable period of time.

 

Generally, vote FOR such plans or the related issuance of shares that (1) do not suffer from the defects noted above or (2) otherwise meet the Agent’s tests if the considerations raised by the Agent pertain solely to performance hurdles or the company’s rationale in support of the plan or its participants.

 

Consider proposals in connection with such plans or the related issuance of shares in other instances on a CASE-BY-CASE basis.

 

Remuneration Reports

Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of concerns identified by the Agent) from remuneration reports that include compensation plans permitting (1) practices or features not supported under these Guidelines (2) financial assistance or retesting under the conditions described above, or (3) provisions for retirement benefits to outside directors, except that reports will generally be voted FOR if contractual components are reasonably aligned with market practices on a going-forward basis (e.g., existing obligations related to retirement benefits or terms contrary to evolving standards would not preclude support for the report).

 

Except as described above, consider provisions Agent raises with concern regarding severance/termination payments, contract or notice periods, “leaver” status and vesting or performance criteria on a CASE-BY-CASE basis.

 

Shareholder Proposals Regarding Executive and Director Pay

The Funds’ U.S. Guidelines with respect to such shareholder proposals shall apply.

 

General Share Issuances

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s practice to vote FOR general issuance requests with preemptive rights to a maximum of 100 percent over currently issued capital and those without preemptive rights to a maximum of 20 percent of currently issued capital.

Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the company’s rationale.

Generally, vote AGAINST proposals to issue shares (with or without preemptive rights), or to grant rights to acquire shares, in cases in which concerns have been identified by the Agent with respect to inadequate disclosure, inadequate restrictions on discounts, or authority to refresh share issuance amounts without prior shareholder approval.

 

37



 

Increases in Authorized Capital

Unless otherwise provided for herein, voting decisions should generally be based on the Agent’s approach, as follows:

Generally, vote FOR nonspecific proposals to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

 

Vote FOR specific proposals to increase authorized capital, unless:

                  the specific purpose of the increase (such as a share-based acquisition or merger) does not meet these Guidelines for the purpose being proposed; or

                  the increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances.

Vote AGAINST proposals to adopt unlimited capital authorizations.

 

Preferred Stock

Unless otherwise provided for herein, voting decisions should generally be based on the Agent’s 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 Agent’s guidelines on equity issuance requests.

                  Vote AGAINST the creation of (1) a new class of preference shares that would carry superior voting rights to the common shares or (2) blank check preferred stock unless the board states that the authorization will not be used to thwart a takeover bid.

 

Poison Pills/Protective Preference Shares

Generally, vote AGAINST management proposals in connection with poison pills or anti-takeover issuances that do not meet the Agent’s standards, but generally DO NOT VOTE AGAINST director nominees or remuneration in connection with poison pill considerations raised by the Agent.

 

Approval of Financial Statements and Director and Auditor Reports

Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless there is concern about the company’s financial accounts and reporting.

 

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.

 

38



 

Allocation of Income and Dividends

Generally, vote FOR management proposals concerning allocation of income and the distribution of dividends, except with respect to securities held by dividend-oriented Funds, which should generally follow Agent’s recommendations AGAINST payouts deemed too low according to Agent’s methodology.

 

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 Issuance Requests

When evaluating a debt issuance request, the issuing company’s present financial situation is examined. The main factor for analysis is the company’s current debt-to-equity ratio, or gearing level. A high gearing level may incline markets and financial analysts to downgrade the company’s bond rating, increasing its investment risk factor in the process. A gearing level up to 100 percent is considered acceptable.

 

Generally, vote FOR debt issuances for companies when the gearing level is between zero and 100 percent. Review on a CASE-BY-CASE basis proposals where the issuance of debt will result in the gearing level being greater than 100 percent, comparing any such proposed debt issuance to industry and market standards.

 

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 company’s charter or contains unfavorable terms.

 

Approval of Donations

Generally, vote AGAINST such proposals unless adequate, prior disclosure of amounts is provided.

 

Capitalization of Reserves

Generally, vote FOR proposals to capitalize the company’s reserves for bonus issues of shares or to increase the par value of shares.

 

Article Amendments

Review on a CASE-BY-CASE basis all proposals seeking amendments to the articles of association.

 

39



 

Generally, vote FOR an article amendment if:

                  it is editorial in nature;

                  shareholder rights are protected;

                  there is negligible or positive impact on shareholder value;

                  management provides adequate reasons for the amendments or the Agent otherwise supports management’s position; or

                  the company is required to do so by law (if applicable).

 

With respect to article amendments for Japanese companies:

                  Generally vote FOR management proposals to amend a company’s articles to expand its business lines.

                  Generally vote FOR management proposals to amend a company’s 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 company’s articles to authorize the Board to vary the annual meeting record date.

                  Generally follow the Agent’s guidelines with respect to management proposals regarding amendments to authorize share repurchases at the board’s 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 Agent’s market-specific recommendations on management proposals for Other Business, generally AGAINST.

 

40



 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a) (1) Portfolio Management. The following individuals share responsibility for the day-to-day management of the Fund’s portfolio:

 

Overall Strategy and Asset Allocation

 

Omar Aguilar, Ph.D. Mr. Aguilar has co-managed ING Disciplined LargeCap Fund since December 2005.  He has been with ING IM since July 2004 and is Head of Quantitative Equity Research.  Dr. Aguilar previously served as head of Lehman Brothers’ quantitative research for their alternative investment management business since 2002.  Prior to that, Dr. Aguilar was director of quantitative research and a portfolio manager with Merrill Lynch Investment Management since 1999.

 

U.S. Equity Component

Mary Ann Fernandez. Ms. Fernandez is a senior portfolio specialist for ING IM. Ms. Fernandez will be jointly and primarily responsible with Mr. Whelan for the structure and strategy implementation of the Fund’s U.S. domestic common stock portfolio. She has over 20 years of investment management experience. Prior to her current role, Ms. Fernandez was chief operating officer for the institutional marketing and sales group and portfolio manager in the fixed income group. She joined ING in 1996 as vice president of product development, which included structuring CBOs. Previously she worked in several investment departments within Aetna. Ms. Fernandez received both a B.S. in microbiology and M.B.A. from the University of Massachusetts and holds the Chartered Financial Analyst designation.

 

Domestic Option Strategy

Paul Zemsky. Mr. Zemsky is currently Head of Derivative Strategies for ING IM. Mr. Zemsky, along with Ernie Tang, will be jointly and primarily responsible for the structure and implementation of the Fund’s 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 firm’s fixed income business and handling option trading in both the exchange-traded and over-the-counter markets. Most recently, Mr. Zemsky co-founded CaliberOne Private Funds Management, a macro hedge fund. Mr. Zemsky holds a dual degree in finance and electrical engineering from the Management

and Technology Program at the University of Pennsylvania.

 

Ernie Tang. Mr. Tang joined the Derivatives Team of ING IM in 2001. His current responsibilities include trade executions, research and consulting services to other groups that need derivative expertise. He manages a derivatives portfolio for hedging and replication purposes. The products in this portfolio include equity options and futures; interest rate swaps, swaptions, caps and floors; as well as credit default swaps. Prior to joining ING IM, Mr. Tang

 

1



 

helped manage the derivative portfolio for Lincoln National Corporation. Prior to that assignment, he worked as an Asset Liability Manager for Lincoln for two and a half years. He was responsible for modeling fixed income securities and derivatives. Before joining Lincoln, he worked for Prudential for six and a half years. He also worked for Blue Cross Blue Shield of Delaware for two and a half years. Mr. Tang has worked in various lines of insurance business—Life, Health and Annuity, and has performed different actuarial functions, including pricing, product development, underwriting and financial reporting. He has been a fellow of the Society of Actuaries since 1998. Mr. Tang holds a Master Degree in civil engineering from University of Delaware and he graduated summa cum laude from National Taiwan University with a Bachelor of Science degree.

 

International Equity Component

Carl Ghielen. Mr. Ghielen is Senior Portfolio Manager responsible for the EAFE product strategies. Mr. Ghielen will be jointly and primarily responsible with Martin Jansen for the structure and strategy implementation of the Fund’s international common stock portfolio. Mr. Ghielen has been associated with ING since 2000 and has over 14 years of investment experience. Mr. Ghielen started his career as an investment advisor at General Investment Management in Eindhoven, an independent boutique investment manager. Before joining ING he worked for MN Services (one of the largest pension funds in the Netherlands) where he was senior fund manager for European Equity. Mr. Ghielen studied business economics at the Catholic University of Tilburg. He holds a RBA degree (registered investment analyst), a Dutch equivalent to the Chartered Financial Analyst designation.

 

Martin Jansen. Mr. Jansen is Senior Portfolio Manager responsible for the EAFE product strategies. Mr. Jansen has 26 years of investment experience. Mr. Jansen joined ING in 1997 as senior manager to comanage U.S. equity portfolios and was named head of the U.S. equity team in 1999. Prior to joining ING, he was responsible for the U.S. equity and venture capital portfolios at a large corporate Dutch pension fund. Mr. Jansen received a Bachelor of Commerce and M.B.A. from the University of the Witwatersrand, South Africa.

 

International Option Strategy

Bas Peeters, Ph.D. Dr. Peeters joined ING in 1998. Currently, Dr. Peeters is Head of Structured Products. Dr. Peeters will be primarily responsible for the structure of the Fund’s international index option strategy. As Head of Structured Products based in The Hague, The Netherlands, Dr. Peeters is responsible for the research, marketing and portfolio management activities of this department. Previously he was Head of Research Structured Products, where he worked on product development and implementation of structured products research. Until 2001 he also was jointly responsible for portfolio management and derivatives trading. In addition, since 2002 he has carried out research in financial economics at the Free University of Amsterdam. His previous working experience comprises postdoctoral research positions at universities in London and Belgium. Dr. Peeters obtained a Masters degree in theoretical physics (cum laude) from the University of Utrecht in 1990, where he also studied mathematics. Dr. Peeters obtained his Ph.D. in theoretical physics at Stony Brook University, NY, USA in 1995.

 

Frank Van Etten. Mr. Van Etten is currently an Investment Manager of Structured Products and began his career at ING, joining the firm in 2002. Mr. Van Etten will be primarily responsible for implementation of the Fund’s international index option strategy. In this capacity he is responsible for managing a range of structured products and the execution of transactions in the derivatives portfolios. Furthermore Mr. Van Etten also carries out research in structured products development and option strategies and markets. Mr. Van Etten obtained his Master’s degree in econometrics from Tilburg University in 2003, specializing in quantitative finance.

 

 

2



 

(a) (2) (i-iii) Other Accounts Managed

 

The following table shows the number of accounts and total assets in the accounts managed by

the portfolio managers of the Sub-Adviser as of March 22, 2005.

                                                                                                                                                                                                               

 

 

Registered Investment Companie

 

Other Pooled Investment Vehicles

 

Other Accts

 

Portfolio Manager

 

Number of Accounts

 

Total Assets (in billions)

 

Number of Accounts

 

Total Assets (in billions)

 

Number of Accounts

 

Total Assets (in billions)

 

Omar Aguilar

 

68

 

8.01

 

15

 

3.12

 

25

 

5.32

 

Frank Van Etten

 

0

 

0

 

26

 

3.16

 

1

 

.02

 

Mary Ann Fernandez

 

44

 

7.87

 

1

 

1.40

 

0

 

0

 

Carl Ghielan

 

0

 

0

 

10

 

.35

 

3

 

.25

 

Martin Jansen

 

8

 

.20

 

1

 

.10

 

3

 

.24

 

Bas Peeters

 

0

 

0.0

 

26

 

3.16

 

1

 

.02

 

Ernie Tang

 

0

 

0

 

0

 

0

 

0

 

0

 

Paul Zemsky

 

0

 

0

 

0

 

0

 

0

 

0

 

 

 

(a) (2) (iv) Conflicts of Interest

 

IIMA’s investment teams are responsible for managing and executing trades on behalf of multiple clients including other registered funds, legal entities, other accounts including proprietary accounts, separate accounts and other pooled investment vehicles which are offered to non-U.S. persons. An investment team may manage a portfolio or separate account, which may have materially higher fee arrangements than the Fund and may also have a performance based fee. The management of multiple Funds and/or other accounts may raise potential conflicts of interest relating to the allocation of investment opportunities and the aggregation and allocation of trades. IIMA has adopted compliance procedures which are designed to address these types of conflicts.

 

 

(a) (3) Compensation

 

Compensation consists of (a) fixed base salary; (b) bonus which is based on IIMA’s performance, consisting of one-year pre-tax performance of the accounts for which the portfolio managers are primarily and jointly responsible compared to account benchmarks and relevant peer groups (see below), and revenue growth of the accounts for which they are responsible for; and (c) long-term equity awards tied to the performance of the Sub-Adviser’s parent company, ING Groep.

 

Portfolio managers are eligible to participate in an annual incentive plan. The overall design of the IIMA annual incentive plan was developed to closely tie compensation to performance, structured in such a way as to drive performance and promote retention of top talent. As with base

salary compensation, individual target awards are determined and set based on external market data and internal comparators. Investment performance is measured on both index and manager relative performance in all areas. Relevant indices include the MSCI World Index and the MSCI

 

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Europe Index. Relevant peer groups include Morningstar global equity funds in the Netherlands and the rest of Europe. The measures for each team are outlined on a “scorecard” that is reviewed on an annual basis. These scorecards reflect a comprehensive approach to measuring investment performance versus both benchmarks and peer groups over a one year period. The overall IIMA scorecards are calculated based on an asset weighted aggregation of the individual team scorecards.

 

Investment professionals’ performance measures for bonus determinations are weighted by 25% of the weight attributable to the overall IIMA performance and 75% attributable to their specific team results. For the specific team results, one-third is based on qualitative evaluation, and two-thirds based on quantitative results (i.e. relative performance).

 

The Portfolio Managers participate in ING’s Pension, Retirement and Option plans, which do not discriminate in favor of portfolio managers or a group of employees that includes portfolio managers and are available generally to all salaried employees.

 

(a) (4) Ownership of Securities  The following table shows the dollar range of shares of the Fund owned by the portfolio manager as of June 30, 2005, including investments by his immediate family members and amounts invested through retirement and deferred compensation plans.

 

Portfolio Manager

 

Dollar Range
of Fund

Shares Owned

 

Omar Aguilar

 

$

0

 

Frank Van Etten

 

$

0

 

Mary Ann Fernandez

 

$

0

 

Carl Ghielan

 

$

0

 

Martin Jansen

 

$

0

 

Bas Peeters

 

$

0

 

Ernie Tang

 

$

0

 

Paul Zemsky

 

$

0

 

 

(b) Not applicable.

 

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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 Fund’s Secretary.  Any such shareholder nomination should include at a minimum the following information as to each individual proposed for nomination as trustee: such individual’s 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 Fund’s 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 registrant’s 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 registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

 

(b)           There were no significant changes in the registrant’s 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 registrant’s 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.

 

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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/ James M. Hennessy

 

James M. Hennessy

 

President and Chief Executive Officer

 

Date: May 8, 2006

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

By

/s/ James M. Hennessy

 

James M. Hennessy

 

President and Chief Executive Officer

 

Date: May 8, 2006

 

 

By

/s/ Todd Modic

 

Todd Modic

 

Senior Vice President and Chief Financial Officer

 

Date: May 8, 2006

 

 

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