N-CSR 1 a10-7071_4ncsr.htm N-CSR

 

 

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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:  811-10223

 

ING Senior Income 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, 2010

 

 

 


 

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, 2010

ING Senior Income 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 fund's investment objectives, risks, charges, expenses and other information. This information should be read carefully.



ING Senior Income Fund

ANNUAL REPORT

February 28, 2010

Table of Contents

Portfolio Managers' Report     2    
Report of Independent Registered Public Accounting Firm     7    
Statement of Assets and Liabilities     8    
Statement of Operations     10    
Statements of Changes in Net Assets     11    
Statement of Cash Flows     12    
Financial Highlights     13    
Notes to Financial Statements     15    
Additional Information     24    
Portfolio of Investments     25    
Tax Information     51    
Trustee and Officer Information     52    
Advisory Contract Approval Discussion     57    

 

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ING Senior Income Fund

PORTFOLIO MANAGERS' REPORT

Dear Shareholders:

ING Senior Income Fund (the "Fund") is a continuously offered, diversified, closed-end management investment company that seeks to provide investors with a high level of monthly income. The Fund seeks to achieve this objective by investing in a professionally managed portfolio comprised primarily of senior loans.

PORTFOLIO CHARACTERISTICS
AS OF FEBRUARY 28, 2010		  
Net Assets   $ 906,223,517    
Total Assets   $ 1,044,060,701    
Assets Invested in Senior Loans   $ 990,345,324    
Senior Loans Represented     468    
Average Amount Outstanding per Loan   $ 2,116,122    
Industries Represented     35    
Average Loan Amount per Industry   $ 28,295,581    
Portfolio Turnover Rate (YTD)     39 %  
Weighted Average Days to Interest Rate Reset     38    
Average Loan Final Maturity     48 months    
Total Leverage as a Percentage of Total Assets     10.34 %  

 

PERFORMANCE SUMMARY

During the year ended February 28, 2010, the Fund's Class A, Class I and Class W shares each distributed total dividends from income of $0.65, resulting in an average annualized distribution rate(1) of 4.42%, 4.44%, and 4.42%, respectively. During the same period, the Fund's Class B and Class C shares each distributed total dividends from income of $0.59, resulting in an average annualized distribution rate(1) of 3.94% and 3.93%, respectively.

The Fund's total return for the year ended February 28, 2010, excluding sales charges, for Class A, Class B, Class C, Class I and Class W was 52.65%, 52.11%, 51.87%, 53.19%, and 53.18%, respectively. For the same period, the S&P/LSTA Leveraged Loan Index (the "Index")(2) had a gross return of 43.36%.

The loan market's remarkable performance in 2009 was the direct result of an historic and broadly based price recovery across the asset class. Coming off the worst year on record, 2008 (the underlying factors having been widely documented), the Index posted a record return driven largely by price appreciation. Important technical factors, i.e., loan supply and demand, remained quite strong throughout the year. While new loan issuance picked up late in the year, this supply was more than offset by repayments of existing loans, stemming in large part from bond-for-loan refinancing activity.

(1)  The distribution rate is calculated by annualizing dividends declared during the period and dividing the resulting annualized dividend by the Fund's average month-end net asset value. The distribution rate is based solely on the actual dividends and distributions, which are made at the discretion of management. The distribution rate may or may not include all investment income and ordinarily will not include capital gains or losses, if any.

(2)  The Index is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's and the Loan Syndications and Trading Association ("LSTA") conceived the Index to establish a performance benchmark for the syndicated leveraged loan industry. An investor cannot invest directly in an index.


2


ING Senior Income Fund

PORTFOLIO MANAGERS' REPORT (continued)

Fundamental factors also played an increasingly important role in price recovery during the year, as reemerging economic growth brought with it generally improving cash flows and healthier balance sheets. Consistent with the early stage of most recovery cycles, stronger credit fundamentals attracted a steady increase in the flow of new equity and debt capital into the below investment grade corporate market, thereby dampening the pace of unanticipated loan restructurings and corporate bankruptcies. As a result, trailing default rates at the Index level, based on outstanding loan balances, have declined noticeably, as have expectations of the pace of new defaults.

PORTFOLIO REVIEW

The Fund's absolute and relative performance was the result of broad market improvement, the continued use of leverage and the avoidance of a good portion of the nonperforming assets that littered the market in 2009. Returns relative to the Index were favorable, despite an underweight across the lowest rated component of the Index (CCC+ and below). As risk appetite picked up in the second part of the year, this segment of the market, based on an exceptionally low initial price point at the start of the period, dramatically outperformed loans of higher quality from a total return perspective. Because of its generally higher quality bias, the Fund did not fully participate in this unprecedented rally, but managed to outperform nonetheless.

With some exceptions, the Fund's larger exposures (based on market value) fared well during the year. The Fund continues to hold meaningful positions in four of the top five contributors to Index returns during the period (First Data Corporation, Lyondell Chemical Company, Univision Communications, Inc. and Texas Competitive Electric Holdings Company LLC). Conversely, the Fund did not hold any of the five worst detractors from Index returns for the fiscal year. The Fund continues to hold Metro Goldwyn Mayer, Inc. ("MGM"), however, which did hurt fiscal fourth quarter results after a default in October 2009. Including MGM, the Fund experienced 16 defaults during the fiscal year, which compared well to 61 in the Index during the same period.

OUTLOOK

On the heels of a record-breaking 2009, the loan market is progressing in line with major expectations, buoying our outlook for solid returns in through the balance of 2010. That

TOP TEN SENIOR LOAN ISSUERS
AS OF FEBRUARY 28, 2010
AS A PERCENTAGE OF:		  
    TOTAL
ASSETS		   NET
ASSETS		  
Cequel Communications, LLC     2.1 %     2.5 %  
Univision Communications, Inc.     2.1 %     2.4 %  
Hotel Del Coronado     2.0 %     2.3 %  
Texas Competitive Electric
Holdings Company, LLC		     1.8 %     2.1 %  
PBL Media Finance Pty Ltd.     1.8 %     2.1 %  
Lyondell Chemical Company     1.5 %     1.7 %  
Metro-Goldwyn-Mayer, Inc.     1.5 %     1.7 %  
First Data Corporation     1.3 %     1.5 %  
HCA, Inc.     1.3 %     1.5 %  
Charter Communications
Operating, LLC		     1.3 %     1.5 %  

 

TOP TEN INDUSTRY SECTORS
AS OF FEBRUARY 28, 2010
AS A PERCENTAGE OF:		  
    TOTAL
ASSETS		   NET
ASSETS		  
Healthcare, Education and Childcare     10.8 %     12.5 %  
Printing & Publishing     8.1 %     9.4 %  
North American Cable     6.3 %     7.3 %  
Chemicals, Plastics & Rubber     6.1 %     7.0 %  
Retail Stores     5.9 %     6.8 %  
Data and Internet Services     5.2 %     6.0 %  
Radio and TV Broadcasting     5.0 %     5.8 %  
Utilities     5.0 %     5.7 %  
Leisure, Amusement, Entertainment     3.2 %     3.7 %  
Diversified / Conglomerate Service     3.1 %     3.5 %  

 


3


ING Senior Income Fund

PORTFOLIO MANAGERS' REPORT (continued)

said, both market and idiosyncratic credit risks remain somewhat elevated. A declining default rate, while a healthy development, does not guarantee a commensurate reduction in overall risk. Prerequisites to an environment in which loan investors can fully exhale would include a steadily and evenly growing economy, normally functioning credit markets and a sustained balance between the supply of new loans and investor demand. While each of these factors continues to improve, we still do not have all cylinders firing simultaneously. Until that time, we remain focused on both avoiding losses related to new defaults and, perhaps more important at this stage of the cycle, maximizing recoveries on any existing or future defaults.

Ratings Distribution
as of February 28, 2010
(Unaudited)		  
Baa     0.8 %  
Ba     32.0 %  
B     48.7 %  
Caa and below     5.7 %  
Not rated*     12.8 %  

 

Ratings distribution shows the percentage of the Fund's loan commitments (excluding cash and foreign cash) that are rated in each ratings category, based upon the categories provided by Moody's Investors Service, Inc. Ratings distribution is based on Moody's senior secured facility ratings. Loans rated below Baa by Moody's are considered to be below investment grade. Ratings can change from time to time, and current ratings may not fully reflect the actual credit condition or risks posed by a loan.

*  Not rated includes loans to non-U.S. borrowers (which are typically unrated) and loans for which the rating has been withdrawn.

   
Jeffrey A. Bakalar
Senior Vice President
Senior Portfolio Manager
ING Investment Management Co. 		  Daniel A. Norman
Senior Vice President
Senior Portfolio Manager
ING Investment Management Co.		  
   
ING Senior Income Fund
April 9, 2010		  

 


4


ING Senior Income Fund

PORTFOLIO MANAGERS' REPORT (continued)

    Average Annual Total Net Returns for the
Periods Ended February 28, 2010		  
    1 Year   3 Years   5 Years   April 2, 2001   April 15, 2008  
Including Sales Charge:  
Class A(1)      48.89 %     (1.31 )%     1.51 %     3.68 %     —    
Class B(2)      49.11 %     (1.51 )%     1.35 %     3.14 %     —    
Class C(3)      50.87 %     (0.98 )%     1.50 %     3.14 %     —    
Class I     53.19 %     —       —       —       3.49 %  
Class W     53.18 %     —       —       —       3.74 %  
Excluding Sales Charge:  
Class A     52.65 %     (0.48 )%     2.02 %     3.68 %     —    
Class B     52.11 %     (0.95 )%     1.51 %     3.14 %     —    
Class C     51.87 %     (0.98 )%     1.50 %     3.14 %     —    
Class I     53.19 %     —       —       —       3.49 %  
Class W     53.18 %     —       —       —       3.74 %  
S&P/LSTA Leveraged Loan Index(4)      43.36 %     3.39 %     4.52 %     4.77 %     6.66 %  

 

Total net returns reflect that ING Investments, LLC (the Fund's "Investment Adviser") may have waived, reimbursed or recouped fees and expenses otherwise payable by the Fund.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund's future performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month-end.

This report contains statements that may be "forward-looking" statements. Actual results may differ materially from those projected in the "forward-looking" statements.

The views expressed in this report reflect those of the portfolio managers, only through the end of the period as stated on the cover. The portfolio managers' views are subject to change at any time based on market and other conditions.

Fund holdings are subject to change daily.

(1)  Return calculations for the period beginning April 2, 2001 through June 30, 2002, reflect no deduction of a front-end sales charge. Return calculations for the period beginning July 1, 2002 through October 10, 2004, reflect deduction of the maximum Class A sales charge of 4.75%. Return calculations with a starting date after October 11, 2004 are based on a 2.50% sales charge. There is no front-end sales charge if you purchase Class A common shares in an amount of $1 million or more. However, the shares will be subject to a 1.00% Early Withdrawal Charge ("EWC") if they are repurchased by the Fund within one year of purchase.

(2)  Class B maximum EWC is 3% in the first year, declining to 1% in the fifth year and eliminated thereafter.

(3)  Class C maximum EWC is 1% for the first year.

(4)  Source: S&P/Loan Syndications and Trading Association. The S&P/LSTA Leveraged Loan Index is an unmanaged total return index that captures accrued interest, repayments, and market value changes. It represents a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. Standard & Poor's and the LSTA conceived the LLI to establish a performance benchmark for the syndicated leveraged loan industry. An investor cannot invest directly in an index. Since inception performance for the index is shown from April 1, 2001 for Class A, B, and C common shares. Since inception performance for the index is shown from May 1, 2008 for Class I and Class W common shares.


5


ING Senior Income Fund

PORTFOLIO MANAGERS' REPORT (continued)

YIELDS AND DISTRIBUTION RATES  
    30-Day SEC Yields(1)   
    Class A   Class B   Class C   Class I   Class W  
February 28, 2010     3.32 %     2.98 %     2.97 %     4.00 %     3.61 %  
February 28, 2009     6.66 %     6.32 %     6.32 %     7.16 %     7.13 %  
    Average Annualized Distribution Rates(2)   
    Class A   Class B   Class C   Class I   Class W  
February 28, 2010     4.42 %     3.94 %     3.93 %     4.44 %     4.42 %  
February 28, 2009     7.55 %     7.08 %     7.07 %     7.61 %     7.58 %  

 

(1)  Yield is calculated by dividing the Fund's net investment income per share for the most recent thirty days by the net asset value. Yield calculations do not include any commissions or sales charges, and are compounded for six months and annualized for a twelve-month period to derive the Fund's yield consistent with the Securities Exchange Commission standardized yield formula for open-end investment companies.

(2)  Distribution Rates are calculated by annualizing dividends declared during the period (i.e., by dividing the monthly dividend amount by the number of days in the month and multiplying by the number of days in the fiscal year) and then dividing the resulting annualized dividend by the month-ending NAV.

Risk is inherent in all investing. The following are the principal risks associated with investing in the Fund. This is not, and is not intended to be, a description of all risks of investing in the Fund. A more detailed description of the risks of investing in the Fund is contained in the Fund's current prospectus.

Credit Risk: The Fund invests a substantial portion of its assets in below investment grade senior loans and other below investment grade assets. Below investment grade loans involve a greater risk that borrowers may not make timely payment of the interest and principal due on their loans. They also involve a greater risk that the value of such loans could decline significantly. If borrowers do not make timely payments of the interest due on their loans, the yield on the Fund's common shares will decrease. If borrowers do not make timely payment of the principal due on their loans, or if the value of such loans decreases, the value of the Fund's NAV will decrease.

Interest Rate Risk: Changes in short-term market interest rates will directly affect the yield on the Fund's common shares. If short-term market interest rates fall, the yield on the Fund will also fall. To the extent that the interest rate spreads on loans in the Fund experience a general decline, the yield on the Fund will fall and the value of the Fund's assets may decrease, which will cause the Fund's value to decrease. Conversely, when short-term market interest rates rise, because of the lag between changes in such short-term rates and the resetting of the floating rates on assets in the Fund's portfolio, the impact of rising rates will be delayed to the extent of such lag.

Leverage Risk: The Fund's use of leverage through borrowings or the issuance of preferred shares can adversely affect the yield on the Fund's Common Shares. To the extent that the Fund is unable to invest the proceeds from the use of leverage in assets which pay interest at a rate which exceeds the rate paid on the leverage, the yield on the Fund's Common Shares will decrease. In addition, in the event of a general market decline in the value of assets such as those in which the Fund invests, the effect of that decline will be magnified in the Fund because of the additional assets purchased with the proceeds of the leverage. The Fund also faces the risk that it might have to sell assets at relatively less advantageous times if it were forced to de-leverage if a source of leverage becomes unavailable.

Liquidity Risk: The Fund does not repurchase its shares on a daily basis and no market for the Fund's Common Shares is expected to exist. To provide a measure of liquidity, the Fund will normally make monthly repurchase offers of not more than 10% of its outstanding Common Shares. If more than the respective monthly repurchase offer of Common Shares are tendered, investors may not be able to completely liquidate their holdings in any one month. Shareholders also will not have liquidity between these monthly repurchase dates.


6


ING Senior Income Fund

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Trustees
ING Senior Income Fund

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of ING Senior Income Fund, as of February 28, 2010, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights from April 2, 2001 (commencement of operations) through February 28, 2002 and for each of the years in the eight-year period ended February 28, 2010. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2010, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of ING Senior Income Fund as of February 28, 2010, the results of its operations and its cash flows, the changes in its net assets, and the financial highlights, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
April 26, 2010


7



ING Senior Income Fund

STATEMENT OF ASSETS AND LIABILITIES as of February 28, 2010

ASSETS:  
Investments in securities at value (Cost $1,074,769,438)   $ 1,000,423,337    
Cash     4,505,864    
Foreign currencies at value (Cost $483,892)     483,892    
Receivables:  
Investment securities sold     29,852,664    
Fund shares sold     3,045,829    
Interest     4,131,993    
Other     15,190    
Unrealized appreciation on foreign currency contracts     1,574,915    
Prepaid expenses     27,017    
Total assets     1,044,060,701    
LIABILITIES:  
Payable for investment securities purchased     24,833,746    
Notes payable     108,000,000    
Payable due from manager     26,033    
Deferred arrangement fees on senior loans     241,618    
Payable to affiliates     1,033,785    
Income distribution payable     1,311,590    
Unrealized depreciation on foreign currency contracts     63,977    
Unrealized depreciation on unfunded commitments     1,547,935    
Accrued trustees fees     15,843    
Other accrued expenses and liabilities     762,657    
Total liabilities     137,837,184    
NET ASSETS   $ 906,223,517    
NET ASSETS WERE COMPRISED OF:  
Paid-in capital   $ 1,219,212,804    
Undistributed net investment income     3,772,358    
Accumulated net realized loss on investments
and foreign currency related transactions		     (242,331,847 )  
Net unrealized depreciation on investments,
foreign currency related transactions, and unfunded commitments		     (74,429,798 )  
NET ASSETS   $ 906,223,517    

 

See Accompanying Notes to Financial Statements
8


ING Senior Income Fund

STATEMENT OF ASSETS AND LIABILITIES as of February 28, 2010 (continued)

Class A  
Net assets   $ 455,482,179    
Shares authorized     unlimited    
Par value   $ 0.01    
Shares outstanding     36,155,248    
Net asset value and redemption price per share   $ 12.60    
Maximum offering price per share (2.50%)(1)    $ 12.92    
Class B  
Net assets   $ 34,655,231    
Shares authorized     unlimited    
Par value   $ 0.01    
Shares outstanding     2,758,050    
Net asset value and redemption price per share(2)    $ 12.57    
Class C  
Net assets   $ 388,110,520    
Shares authorized     unlimited    
Par value   $ 0.01    
Shares outstanding     30,842,845    
Net asset value and redemption price per share(2)    $ 12.58    
Class I  
Net assets   $ 25,804    
Shares authorized     unlimited    
Par value   $ 0.01    
Shares outstanding     2,057    
Net asset value and redemption price per share   $ 12.54    
Class W  
Net assets   $ 27,949,783    
Shares authorized     unlimited    
Par value   $ 0.01    
Shares outstanding     2,218,928    
Net asset value and redemption price per share   $ 12.60    

 

(1)  Maximum offering price is computed at 100/97.50 of net asset value. On purchases of $100,000 or more, the offering price is reduced.

(2)  Redemption price per share may be reduced for any applicable contingent deferred sales charge.

See Accompanying Notes to Financial Statements
9


ING Senior Income Fund

STATEMENT OF OPERATIONS for the Year Ended February 28, 2010

INVESTMENT INCOME:  
Interest   $ 49,492,433    
Arrangement fees earned     291,265    
Other     1,826,519    
Total investment income     51,610,217    
EXPENSES:  
Investment management fees     7,319,632    
Administration fees     914,954    
Distribution and service fees:  
Class A     1,016,936    
Class B     369,116    
Class C     2,683,062    
Transfer agent fees:  
Class A     287,746    
Class B     26,422    
Class C     254,252    
Class I     50    
Class W     12,965    
Shareholder reporting expense     92,684    
Interest expense     3,002,591    
Custodian fees     383,192    
Professional fees     228,885    
Trustees' fees     21,100    
Registration fees     99,377    
Postage expense     420,005    
Excise tax expense     966,538    
Miscellaneous expense     113,458    
Total expenses     18,212,965    
Less:  
Net waived and reimbursed fees     (1,324,028 )  
Net expenses     16,888,937    
Net investment income     34,721,280    
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN
CURRENCY RELATED TRANSACTIONS, AND UNFUNDED COMMITMENTS:		  
Net realized loss on:  
Investments     (86,119,547 )  
Foreign forward currency contracts     (5,116,455 )  
Foreign currency related transactions     (4,764,885 )  
Net realized loss on investments and foreign currency related transactions     (96,000,887 )  
Net change in unrealized appreciation or depreciation on:  
Investments     384,247,291    
Foreign forward currency contracts     (169,666 )  
Foreign currency related transactions     582,780    
Unfunded commitments     1,238,130    
Net change in unrealized appreciation or depreciation on investments,
foreign currency related transactions, and unfunded commitments		     385,898,535    
Net realized and unrealized gain on investments, foreign currency
related transactions, and unfunded commitments		     289,897,648    
Increase in net assets resulting from operations   $ 324,618,928    

 

See Accompanying Notes to Financial Statements
10


ING Senior Income Fund

STATEMENTS OF CHANGES IN NET ASSETS

    Year Ended
February 28,
2010		   Year Ended
February 28,
2009		  
FROM OPERATIONS:  
Net investment income   $ 34,721,280     $ 62,020,434    
Net realized loss on investments, foreign currency
related transactions, and payments by affiliates		     (96,000,887 )     (112,882,541 )  
Net change in unrealized appreciation or depreciation
on investments, foreign currency related
transactions, and unfunded commitments		     385,898,535       (244,822,029 )  
Increase (decrease) in net assets resulting from
operations		     324,618,928       (295,684,136 )  
FROM DISTRIBUTIONS TO SHAREHOLDERS:  
Net investment income:  
Class A     (21,959,705 )     (28,839,390 )  
Class B     (1,969,806 )     (3,294,298 )  
Class C     (18,966,025 )     (27,498,197 )  
Class I     (3,815 )     (149 )  
Class Q(1)      (1,488,734 )     (2,516,784 )  
Class W     (1,083,944 )     (115,014 )  
Decrease in net assets from distributions
to shareholders		     (45,472,029 )     (62,263,832 )  
FROM CAPITAL SHARE TRANSACTIONS:  
Net proceeds from sale of shares     192,518,855       139,832,162    
Reinvestment of distributions     24,751,974       36,985,628    
      217,270,829       176,817,790    
Cost of shares repurchased     (210,384,839 )     (549,775,544 )  
Net increase (decrease) in net assets resulting from
capital share transactions		     6,885,990       (372,957,754 )  
Net increase (decrease) in net assets     286,032,889       (730,905,722 )  
NET ASSETS:  
Beginning of year     620,190,628       1,351,096,350    
End of year   $ 906,223,517     $ 620,190,628    
Undistributed net investment income at end of year   $ 3,772,358     $ 23,453,876    

 

(1)  Effective November 23, 2009, Class Q shares of the Fund were converted into Class A shares.

See Accompanying Notes to Financial Statements
11


ING Senior Income Fund

STATEMENT OF CASH FLOWS for the Year Ended February 28, 2010

INCREASE (DECREASE) IN CASH
Cash Flows From Operating Activities:		  
Interest received   $ 40,462,546    
Arrangement fees received     92,216    
Other income received     1,825,878    
Interest paid     (3,384,765 )  
Other operating expenses paid     (13,915,533 )  
Purchases of investments     (324,088,714 )  
Proceeds on sale of investments     377,098,783    
Net cash provided by operating activities     78,090,411    
Cash Flows From Financing Activities:  
Distributions paid to common shareholders     (20,941,303 )  
Proceeds from capital shares sold     190,480,594    
Disbursements for capital shares repurchased     (210,384,839 )  
Net decrease in notes payable     (44,000,000 )  
Net cash flows used in financing activities     (84,845,548 )  
Net decrease in cash     (6,755,137 )  
Cash at beginning of year     11,261,001    
Cash at end of year   $ 4,505,864    
Reconciliation of Increase In Net Assets Resulting From
Operations To Net Cash provided by Operating Activities:		  
Increase in net assets resulting from operations   $ 324,618,928    
Adjustments to reconcile increase in net assets resulting
from operations to net cash provided by operating activities:		          
Change in unrealized appreciation/depreciation on investments     (384,247,291 )  
Change in unrealized appreciation/depreciation on foreign currencies     2,550    
Change in unrealized appreciation/depreciation on forward
currency contracts		     169,666    
Change in unrealized depreciation on unfunded commitments     (1,238,130 )  
Change in unrealized appreciation on other assets and liabilities     (585,330 )  
Net accretion of discounts on investments     (11,421,109 )  
Net amortization of premiums on investments     163,137    
Net realized loss on sale of investments and foreign currency
related transactions		     96,000,887    
Purchases of investments     (324,088,714 )  
Proceeds on sale of investments     377,098,783    
Increase in other assets     (641 )  
Decrease in interest receivable     2,228,085    
Decrease in reimbursement due from manager     277,501    
Decrease in prepaid expenses     14,452    
Decrease in deferred arrangement fees on revolving credit facilities     (199,049 )  
Decrease in accrued interest payable     (382,174 )  
Increase in payable to affiliates     255,814    
Decrease in accrued trustee fees     (51,616 )  
Decrease in accrued expenses     (525,338 )  
Total adjustments     (246,528,517 )  
Net cash provided by operating activities   $ 78,090,411    
Non Cash Financing Activities  
Receivable for shares sold   $ 3,045,829    
Reinvestment of distributions   $ 24,751,974    

 

See Accompanying Notes to Financial Statements
12


FINANCIAL HIGHLIGHTS

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

        Per Share Operating Performance      
    Net asset value, beginning of year or period   Net investment income (loss)   Net realized and unrealized gain (loss)   Total from investment operations   Distributions from net investment income   Distributions from net realized gains on investments   Distributions from return of capital   Total distributions   Net asset value, end of year or period   Total Investment Return(1)   
Year or period ended   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   ($)   (%)  
Class A      
02-28-10     8.74       0.50 *     4.01       4.51       (0.65 )     —       —       (0.65 )     12.60       52.65    
02-28-09     13.21       0.77       (4.47 )     (3.70 )     (0.77 )     —       —       (0.77 )     8.74       (29.08 )(a)   
02-29-08     15.57       1.04       (2.35 )     (1.31 )     (0.95 )     (0.03 )     (0.07 )     (1.05 )     13.21       (8.94 )  
02-28-07     15.56       1.01       0.02       1.03       (1.02 )     —       —       (1.02 )     15.57       6.84    
02-28-06     15.59       0.78       (0.03 )     0.75       (0.78 )     —       —       (0.78 )     15.56       4.96    
02-28-05     15.47       0.55       0.18       0.73       (0.56 )     (0.05 )     —       (0.61 )     15.59       4.80    
02-29-04     14.83       0.61       0.69       1.30       (0.64 )     (0.02 )     —       (0.66 )     15.47       8.93    
02-28-03     14.92       0.69       (0.09 )     0.60       (0.69 )     —       —       (0.69 )     14.83       4.15    
04-02-01(4)-02-28-02     15.00       0.81       (0.09 )     0.72       (0.80 )     —       —       (0.80 )     14.92       4.92    
Class B      
02-28-10     8.71       0.45 *     4.00       4.45       (0.59 )     —       —       (0.59 )     12.57       52.11    
02-28-09     13.17       0.70       (4.45 )     (3.75 )     (0.71 )     —       —       (0.71 )     8.71       (29.47 )(a)   
02-29-08     15.53       0.96       (2.34 )     (1.38 )     (0.94 )     (0.03 )     (0.01 )     (0.98 )     13.17       (9.43 )  
02-28-07     15.53       0.92       0.02       0.94       (0.94 )     —       —       (0.94 )     15.53       6.26    
02-28-06     15.57       0.70       (0.04 )     0.66       (0.70 )     —       —       (0.70 )     15.53       4.37    
02-28-05     15.45       0.47 *     0.18       0.65       (0.48 )     (0.05 )     —       (0.53 )     15.57       4.28    
02-29-04     14.82       0.53       0.69       1.22       (0.57 )     (0.02 )     —       (0.59 )     15.45       8.33    
02-28-03     14.92       0.62       (0.10 )     0.52       (0.62 )     —       —       (0.62 )     14.82       3.57    
04-02-01(4)-02-28-02     15.00       0.75       (0.10 )     0.65       (0.73 )     —       —       (0.73 )     14.92       4.45    
Class C      
02-28-10     8.73       0.45 *     3.99       4.44       (0.59 )     —       —       (0.59 )     12.58       51.87    
02-28-09     13.19       0.71       (4.46 )     (3.75 )     (0.71 )     —       —       (0.71 )     8.73       (29.42 )(a)   
02-29-08     15.55       0.96       (2.34 )     (1.38 )     (0.88 )     (0.03 )     (0.07 )     (0.98 )     13.19       (9.42 )  
02-28-07     15.55       0.93       0.01       0.94       (0.94 )     —       —       (0.94 )     15.55       6.25    
02-28-06     15.58       0.70       (0.03 )     0.67       (0.70 )     —       —       (0.70 )     15.55       4.44    
02-28-05     15.46       0.47       0.18       0.65       (0.48 )     (0.05 )     —       (0.53 )     15.58       4.28    
02-29-04     14.82       0.53       0.70       1.23       (0.57 )     (0.02 )     —       (0.59 )     15.46       8.40    
02-28-03     14.92       0.62       (0.10 )     0.52       (0.62 )     —       —       (0.62 )     14.82       3.57    
04-02-01(4)-02-28-02     15.00       0.75       (0.10 )     0.65       (0.73 )     —       —       (0.73 )     14.92       4.45    
Class I      
02-28-10     8.67       0.51 *     4.01       4.52       (0.65 )     —       —       (0.65 )     12.54       53.19    
04-15-08(4)-02-28-09     13.24       0.66       (4.61 )     (3.95 )     (0.62 )     —       —       (0.62 )     8.67       (30.38 )(a)   
Class W      
02-28-10     8.71       0.52 *     4.02       4.54       (0.65 )     —       —       (0.65 )     12.60       53.18    
04-15-08(4)-02-28-09     13.24       0.65       (4.56 )     (3.91 )     (0.62 )     —       —       (0.62 )     8.71       (30.07 )(a)   

 

    Ratios to average
net assets after
reimbursement/
recoupment		   Ratios to average
net assets before
reimbursement/
recoupment		   Supplemental
data		  
    Expenses (before interest and other fees related to revolving credit facility)(2)(3)    Expenses (with interest and other fees related to revolving credit facility)(2)(3)    Net investment income (loss)(2)(3)    Expenses (before interest and other fees related to revolving credit facility)(3)    Expenses (with interest and other fees related to revolving credit facility)(3)    Net investment income (loss)(3)    Net assets, end of year or period   Portfolio Turnover  
Year or period ended   (%)   (%)   (%)   (%)   (%)   (%)   ($000's)   (%)  
Class A  
02-28-10     1.46       1.82       4.44       1.61 (5)      1.97 (5)      4.29 (5)      455,482       39    
02-28-09     1.61       2.81       6.52       1.71       2.91       6.42       278,225       10    
02-29-08     1.53       2.81       6.85       1.53       2.81       6.85       595,017       56    
02-28-07     1.50       2.56       6.42       1.48       2.54       6.44       998,140       57    
02-28-06     1.50       2.20       4.98       1.48       2.18       5.00       918,621       82    
02-28-05     1.34       1.45       6.49       1.35       1.46       3.48       736,740       82    
02-29-04     1.36       1.43       3.84       1.46       1.53       3.74       172,975       72    
02-28-03     1.42       1.63       4.88       1.57       1.78       4.73       11,106       60    
04-02-01(4)-02-28-02     1.47       1.73       5.58       1.82       2.07       5.26       2,411       65    
Class B  
02-28-10     1.96       2.32       4.04       2.36 (5)      2.72 (5)      3.64 (5)      34,655       39    
02-28-09     2.11       3.31       6.02       2.46       3.66       5.67       32,838       10    
02-29-08     2.04       3.35       6.36       2.29       3.60       6.11       75,885       56    
02-28-07     2.00       3.06       5.91       2.23       3.29       5.68       111,749       57    
02-28-06     1.99       2.69       4.45       1.97       2.67       4.47       120,254       82    
02-28-05     1.87       1.94       2.93       2.13       2.19       2.67       125,200       82    
02-29-04     1.87       1.97       3.47       2.22       2.31       3.13       62,852       72    
02-28-03     1.91       2.09       4.12       2.31       2.49       3.72       17,648       60    
04-02-01(4)-02-28-02     1.96       2.23       5.19       2.29       2.54       4.89       12,776       65    
Class C  
02-28-10     1.96       2.32       3.98       2.11 (5)      2.47 (5)      3.83 (5)      388,111       39    
02-28-09     2.11       3.31       6.02       2.21       3.41       5.92       280,599       10    
02-29-08     2.04       3.35       6.35       2.04       3.35       6.35       625,516       56    
02-28-07     2.00       3.06       5.92       1.98       3.04       5.93       927,950       57    
02-28-06     1.99       2.69       4.46       1.97       2.67       4.48       923,549       82    
02-28-05     1.83       1.94       2.88       1.83       1.95       2.87       830,584       82    
02-29-04     1.86       1.94       3.38       1.96       2.04       3.28       275,849       72    
02-28-03     1.91       2.09       4.19       2.06       2.24       4.04       32,647       60    
04-02-01(4)-02-28-02     1.96       2.23       5.20       2.29       2.54       4.89       19,391       65    
Class I  
02-28-10     1.21       1.57       4.42       1.36 (5)      1.72 (5)      4.27 (5)      26       39    
04-15-08(4)-02-28-09     1.26       2.46       6.87       1.36       2.56       6.77       2       10    
Class W  
02-28-10     1.21       1.57       4.47       1.36 (5)      1.72 (5)      4.32 (5)      27,950       39    
04-15-08(4)-02-28-09     1.21       2.56       8.25       1.31       2.66       8.15       4,202       10    

 

(1)  Total investment return has been calculated assuming a purchase at the beginning of each period and a sale at the end of each period and assumes reinvestment of dividends and capital gain distributions, if any, on the dividend/distribution date. Total investment return does not include sales load.

(2)  The Investment Adviser has agreed to limit expenses excluding interest, taxes, brokerage commissions, leverage expenses, other investment related costs and extraordinary expenses, subject to possible recoupment by the Investment Adviser within three years to the following: Class A – 0.90% of Managed Assets plus 0.45% of average daily net assets; Class B – 0.90% of Managed Assets plus 1.20% of average daily net assets; Class C – 0.90% of Managed Assets plus 0.95% of average daily net assets; Class I – 0.90% of Managed Assets plus 0.20% of average daily net assets; and Class W – 0.90% of Managed Assets plus 0.20% of average daily net assets.

(3)  Annualized for periods less than one year.

(4)  Commencement of operations.

(5)  Includes excise tax fully reimbursed by the Investment Advisor.

*  Calculated using average amount of shares outstanding throughout the period.

(a)  There was no impact on total return due to payments by affiliates.

See Accompanying Notes to Financial Statements
13


FINANCIAL HIGHLIGHTS (CONTINUED)

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

    Supplemental data  
    Borrowings at end of year or period   Asset coverage per $1,000 of debt   Average borrowings(1)    Shares outstanding at end of year or period  
Year or period ended   ($000's)   ($)   ($000's)   (000's)  
Class A      
02-28-10     108,000       9,390       94,368       36,155    
02-28-09     152,000       5,080       288,762       31,849    
02-29-08     544,000       3,484       426,164       45,039    
02-28-07     237,000       10,171       404,137       64,122    
02-28-06     389,000       6,519       325,044       59,029    
02-28-05     163,000       1,251       34,767       47,252    
02-29-04     —       —       20,771       11,180    
02-28-03     47,000       689       17,655       749    
04-02-01(2)-02-28-02     8,000       3,220       19,797       162    
Class B      
02-28-10     108,000       9,390       94,368       2,758    
02-28-09     152,000       5,080       288,762       3,768    
02-29-08     544,000       3,484       426,164       5,760    
02-28-07     237,000       10,171       404,137       7,195    
02-28-06     389,000       6,519       325,044       7,742    
02-28-05     163,000       1,251       34,767       8,043    
02-29-04     —       —       20,771       4,068    
02-28-03     47,000       689       17,655       1,191    
04-02-01(2)-02-28-02     8,000       3,220       19,797       856    
Class C      
02-28-10     108,000       9,390       94,368       30,843    
02-28-09     152,000       5,080       288,762       32,152    
02-29-08     544,000       3,484       426,164       47,406    
02-28-07     237,000       10,171       404,137       59,679    
02-28-06     389,000       6,519       325,044       59,402    
02-28-05     163,000       1,251       34,767       53,316    
02-29-04     —       —       20,771       17,841    
02-28-03     47,000       689       17,655       2,202    
04-02-01(2)-02-28-02     8,000       3,220       19,797       1,300    
Class I      
02-28-10     108,000       9,390       94,368       2    
04-15-08(2)-02-28-09     152,000       5,080       288,762       0 *  
Class W      
02-28-10     108,000       9,390       94,368       2,219    
04-15-08(2)-02-28-09     152,000       5,080       288,762       482    

 

(1)  Based on the active days of borrowing.

(2)  Commencement of operations.

*  Amount is less than 500.

See Accompanying Notes to Financial Statements
14



ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010

NOTE 1 — ORGANIZATION

ING Senior Income Fund (the "Fund"), a Delaware statutory trust, is registered under the Investment Company Act of 1940 as amended, (the "1940 Act"), as a continuously-offered, diversified, closed-end, management investment company. The Fund invests at least 80% of its net assets plus the amount of any borrowings, for investment purposes, in U.S. dollar denominated, floating rate secured senior loans, which generally are not registered under the Securities Act of 1933 as amended (the "'33 Act"), and contain certain restrictions on resale and cannot be sold publicly. These loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates. Effective April 2, 2001, the Fund commenced the offering of Class A, Class B and Class C shares to the public. Effective April 15, 2008, the Fund commenced the offering of Class I and Class W shares to the public.

The Fund currently has five classes of shares: A, B, C, I and W. Class A shares are subject to a sales charge of up to 2.50%. Class A shares purchased in excess of $1,000,000 are not subject to a sales charge but are subject to an Early Withdrawal Charge ("EWC") of 1% within one year of purchase. Class A shares are issued upon conversion of Class B shares eight years after purchase or through an exchange of Class A shares of certain ING Funds. Class B shares are subject to an EWC of up to 3% over the five-year period after purchase and Class C shares are subject to an EWC of 1% during the first year after purchase.

To maintain a measure of liquidity, the Fund offers to repurchase between 5% and 25% of its outstanding common shares on a monthly basis. This is a fundamental policy that cannot be changed without shareholder approval. The Fund may not repurchase more than 25% of its outstanding common shares in any calendar quarter. Other than these monthly repurchases, no market for the Fund's common shares is expected to exist. The separate classes of shares differ principally in their distribution fees and shareholder servicing fees. All shareholders bear the common expenses of the Fund and earn income and realized gains/losses from the portfolio pro rata on the average daily net assets of each class, without distinction between share classes. Differences in the per share dividend rates generally result from differences in separate class expenses, including distribution fees and shareholder servicing fees.

Class B common shares of the Fund are closed to new investment, provided that: (1) Class B common shares of the Fund may be purchased through the reinvestment of dividends issued by the Fund; and (2) subject to the terms and conditions of relevant exchange privileges and as permitted under their respective prospectuses, Class B common shares of the Fund may be acquired through exchange of Class B shares of other funds in the ING mutual funds complex for the Fund's Class B common shares.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The policies are in conformity with U.S. generally accepted accounting principles.

A.  Senior Loan and Other Security Valuation. Senior loans held by the Fund are normally valued at the average of the means of one or more bid and asked quotations obtained from a pricing service or other sources determined by the Board of Trustees (the "Board") to be independent and believed to be reliable. Loans for which reliable market value quotations are not readily available may be valued with reference to another loan or a group of loans for which quotations are more readily available and whose characteristics are comparable to the loan being valued. Under this approach, the comparable loan or loans serve as a proxy for changes in value of the loan being valued. The Fund has engaged an independent pricing service to provide quotations from dealers in loans and to calculate values under the proxy procedure described above.

It is expected that most of the loans held by the Fund will be valued with reference to quotations from the independent pricing service (Level 2) or with reference to the proxy procedure


15


ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010 (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

described above. As of February 28, 2010, 97.9% of total loans were valued based on these procedures.

Prices from a pricing service may not be available for all loans and the Investment Adviser may believe that the price for a loan derived from market quotations or the proxy procedure described above is not reliable or accurate. Among other reasons, this may be the result of information about a particular loan or borrower known to the Investment Adviser that the Investment Adviser believes may not be known to the pricing service or reflected in a price quote. In this event, the loan is valued at fair value, as defined by the 1940 Act, as determined in good faith under procedures established by the Fund's Board of Trustees and in accordance with the provisions of the 1940 Act. Under these procedures, fair value is determined by the Investment Adviser and monitored by the Fund's Board through its Compliance Committee.

In fair valuing a loan, consideration is given to several factors, which may include, among others, the following: (i) the characteristics of and fundamental analytical data relating to the loan, including the cost, size, current interest rate, period until the next interest rate reset, maturity and base lending rate of the loan, the terms and conditions of the loan and any related agreements, and the position of the loan in the borrower's debt structure; (ii) the nature, adequacy and value of the collateral, including the Fund's rights, remedies and interests with respect to the collateral; (iii) the creditworthiness of the borrower and the cash flow coverage of outstanding principal and interest, based on an evaluation of its financial condition, financial statements and information about the borrower's business, cash flows, capital structure and future prospects; (iv) information relating to the market for the loan, including price quotations for, and trading in, the loan and interests in similar loans and the market environment and investor attitudes towards the loan and interests in similar loans; (v) the reputation and financial condition of the agent for the loan and any intermediate participants in the loan; (vi) the borrower's management; and (vii) the general economic and market conditions affecting the fair value of the loan. Securities other than senior loans for which reliable market value quotations are not readily available and all other assets will be valued at their respective fair values as determined in good faith by, and under procedures established by, the Board of the Fund. Investments in securities maturing in 60 days or less from date of acquisition are valued at amortized cost which approximates market value. To the extent the Fund invests in other registered companies, the Fund's NAV is calculated based on the current NAV of the registered investment company in which the Fund invests. The prospectuses for those investment companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.

Fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement data. Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as "Level 1", inputs other than quoted prices for an asset or liability that are observable are classified as "Level 2" and unobservable inputs, including the sub-adviser's judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as "Level 3". The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Short-term securities of sufficient credit quality which are valued at amortized cost, which approximates fair value, are generally considered to be Level 2 securities under applicable accounting rules. A table summarizing the Fund's investments under these levels of classification is included following the Portfolio of Investments.


16


ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010 (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

For the year ended February 28, 2010, there have been no significant changes to the fair valuation methodologies.

B.  Security Transactions and Revenue Recognition. Revolver and delayed draw loans are booked on a settlement date basis. Security transactions and senior loans are accounted for on trade date (date the order to buy or sell is executed). Realized gains or losses are reported on the basis of identified cost of securities sold. Interest income is recorded on an accrual basis at the then-current loan rate. The accrual of interest on loans is partially or fully discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. If determined to be uncollectible, unpaid accrued interest is also written off. Cash collections on non-accrual senior loans are generally applied as a reduction to the recorded investment of the loan. Loans are generally returned to accrual status only after all past due amounts have been received and the borrower has demonstrated sustained performance. Premium amortization and discount accretion are deferred and recognized over the shorter of four years or the actual term of the loan. Arrangement fees received on revolving credit facilities, which represent non-refundable fees or purchase discounts associated with the acquisition of loans, are deferred and recognized using the effective yield method over the shorter of four years or the actual term of the loan. No such fees are recognized on loans which have been placed on non-accrual status. Arrangement fees associated with all other loans, except revolving credit facilities, are treated as discounts and are accreted as described above. Dividend income is recorded on the ex-dividend date.

C.  Distributions to Shareholders. The Fund declares and goes ex-dividend daily and pays dividends monthly from net investment income. Distributions from capital gains, if any, are declared and paid annually. The Fund may make additional distributions to comply with the distribution requirements of the Internal Revenue Code. The character and amounts of income and gains to be distributed are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. The Fund records distributions to its shareholders on the ex-dividend date.

D.  Federal Income Taxes. It is the policy of the Fund to comply with the requirements of subchapter M of the Internal Revenue Code that are applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized capital gains to their shareholders. Therefore, a federal income tax or excise tax provision is not required. Management has considered the sustainability of the Fund's tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until the capital loss carryforwards have been fully utilized or expire.

E.  Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

F.  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


17


ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010 (continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 fiscal year 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 the U.S. government. 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.

G.  Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a 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 are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Open forward foreign currency contracts are presented following the respective Portfolio of Investments.

During the year ended February 28, 2010, the Fund had an average quarterly contract amount on forward foreign currency contracts to sell of $98,524,188.

NOTE 3 — INVESTMENTS

For the year ended February 28, 2010, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term investments, totaled $349,387,236 and $399,541,867, respectively. At February 28, 2010, the Fund held senior loans valued at $990,345,324 representing 99.0% of its total investments. The market value of these assets is established as set forth in Note 2.

The senior loans acquired by the Fund typically take the form of a direct lending relationship with the borrower acquired through an assignment of another lender's interest in a loan. The lead lender in a typical corporate loan syndicate administers the loan and monitors collateral. In the event that the lead lender becomes insolvent, enters FDIC receivership or, if not FDIC insured, enters into bankruptcy, the Fund may incur certain costs and delays in realizing payment, or may suffer a loss of principal and/or interest.

Warrants and shares of common stock held in the portfolio were acquired in conjunction with loans held by the Fund. Certain of these shares and warrants are restricted and may not be publicly sold


18


ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010 (continued)

NOTE 3 — INVESTMENTS (continued)

without registration under the '33 Act, or without an exemption under the '33 Act. In some cases, these restrictions expire after a designated period of time after the issuance of the shares or warrants.

Dates of acquisition and cost or assigned basis of restricted securities are as follows:

    Date of
Acquisition		   Cost or
Assigned Basis		  
Ascend Media (Residual Interest)   01/05/10   $ —    
Decision One Corporation (417,344 Common Shares)   05/17/05     295,535    
Ferretti SPA (Warrants for 0.161% Participation Interest)   09/23/09     —    
Gainey Corporation (Residual Interest)   12/31/09     —    
Idearc - Supermedia (48,369 Common Shares)   01/05/10     —    
ION Media Networks (10,374 Common Shares)   02/17/10     2,269,313    
Reader's Digest (83,830 Common Shares)   02/23/10     1,574,327    
Safelite Realty Corporation (30,003 Common Shares)   06/21/01     —    
US Shipping Partners, L.P. (19,404 Common Shares)   11/25/09     —    
Total restricted securities excluding senior loans (market value
$6,033,554 was 0.67% of net assets at February 28, 2010)		       $ 4,139,175    

 

NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS

The Fund has entered into an investment management agreement ("Management Agreement") with the Investment Adviser to provide advisory and management services. The Management Agreement compensates the Investment Adviser with a fee, computed daily and payable monthly, at an annual rate of 0.80% of 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) ("Managed Assets"). The Fund is sub-advised by ING Investment Management Co. ("ING IM"). Under the sub-advisory agreement, ING IM is responsible for managing the assets of the Fund in accordance with its investment objective and policies, subject to oversight by the Investment Adviser. Both ING IM and the Investment Adviser are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep") and affiliates of each other. ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance, and retirement services.

On October 19, 2008, ING Groep announced that it reached an agreement with the Dutch government to strengthen its capital position. ING Groep issued nonvoting core Tier-1 securities for a total consideration of EUR 10 billion to the Dutch State. The transaction boosted ING Bank's core Tier-1 ratio, strengthened the insurance balance sheet and reduced ING Groep's Debt/Equity ratio.

On October 26, 2009, ING Groep announced that it will move towards a complete separation of its banking and insurance operations. A formal restructuring plan ("Restructuring Plan") was submitted to the European Commission ("EC"), which approved it on November 18, 2009. It is expected that the Restructuring Plan will be achieved over the next four years by a divestment of all insurance operations (including ING Investment Management) as well as a divestment of ING Direct US by the end of 2013. ING Groep will explore all options, including initial public offerings, sales or combinations thereof.

On December 21, 2009, ING Groep announced that it has completed its planned repurchase of EUR 5 billion of Core Tier 1 securities issued in November 2008 to the Dutch State and its EUR 7.5 billion rights issue.

The Fund has also entered into an Administration Agreement with ING Funds Services, LLC (the "Administrator"), an indirect, wholly-owned subsidiary of ING Groep N.V., to provide administrative services. The Administrator is compensated with a fee, computed daily and payable monthly, at an annual rate of 0.10% of the Fund's Managed Assets.


19


ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010 (continued)

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Each share class of the Fund, except Class I and Class W, has adopted a Plan pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans"), whereby ING Funds Distributor, LLC (the "Distributor") is compensated by the Fund for expenses incurred in the distribution of the Fund's shares ("Distribution Fees"). Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month for actual expenses incurred in the distribution and promotion of the Fund's shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or Shareholder Servicing Fees ("Service Fees") paid to securities dealers who executed a distribution agreement with the Distributor. Under the 12b-1 plans, each class of shares of the Fund pays the Distributor a combined Distribution and/or Service Fee based on average daily net assets at the following annual rates:

Class A   Class B   Class C  
  0.25 %     1.00 %     0.75 %  

 

During the year ended February 28, 2010, the Distributor waived 0.25% of the Service Fee on Class B shares only.

NOTE 6 — EXPENSE LIMITATIONS

The Investment Adviser has voluntarily agreed to limit expenses, excluding interest, taxes, brokerage commissions, leverage expenses, other investment-related costs and extraordinary expenses, to the following:

Class A — 0.90% of Managed Assets plus 0.45% of average daily net assets  
Class B — 0.90% of Managed Assets plus 1.20% of average daily net assets  
Class C — 0.90% of Managed Assets plus 0.95% of average daily net assets  
Class I — 0.90% of Managed Assets plus 0.20% of average daily net assets  
Class W — 0.90% of Managed Assets plus 0.20% of average daily net assets  

 

The Investment Adviser may at a later date recoup from the Fund management fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Fund's expense ratio does not exceed the percentage described above. Waived and reimbursed fees and any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the accompanying Statement of Operations for the Fund.

The Expense Limitation Agreement is contractual and shall renew automatically for one-year terms unless ING Investments provides written notice of the termination of the Expense Limitation Agreement within 90 days of the end of the then current term.

As of February 28, 2010, the amount of waived and reimbursed fees that are subject to recoupment by the Investment Adviser, and the related expiration dates are as follows:

February 28,    
2011   2012   2013   Total  
$ —     $ 1,018,797     $ 265,211     $ 1,284,008    

 

NOTE 7 — COMMITMENTS

The Fund has entered into a 364-day revolving credit agreement, collateralized by assets of the Fund, to borrow up to $155 million maturing June 24, 2010. Borrowing rates under this agreement are based on a fixed spread over LIBOR, and a commitment fee is charged on the unused portion. There was $108 million of borrowings outstanding at February 28, 2010. Weighted average interest rate on outstanding borrowings was 2.24%, excluding fees related to the unused portion of the facilities, and other fees. The amount of borrowings represented 10.34% of total assets at February 28, 2010. Prepaid arrangement fees are amortized over the term of the agreement. Average borrowings for the year ended February 28, 2010 were $94,368,067 and the average annualized interest rate was 3.18%.


20


ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010 (continued)

NOTE 8 — SENIOR LOAN COMMITMENTS

As of February 28, 2010, the Fund had unfunded loan commitments pursuant to the terms of the following loan agreements:

Calpine Corp.   $ 2,700,000    
Cengage Learning, Inc.     3,333,333    
Coleto Creek Power     5,000,000    
Kerasotes Theatres, Inc.   $ 750,000    
Lyondell Chemical Co.     1,086,665    
Sturm Foods, Inc.     500,000    
    $ 13,369,998    

 

The unrealized depreciation on these commitments of $1,547,935 as of February 28, 2010 is reported as such on the Statement of Assets and Liabilities.

NOTE 9 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At February 28, 2010, the Fund had the following amounts recorded in payable to affiliates on the accompanying Statement of Assets and Liabilities (see Notes 4 and 5):

Accrued Investment
Management Fees		   Accrued
Administrative Fees		   Accrued Distribution
and Service Fees		   Total  
$ 623,060     $ 77,883     $ 332,842     $ 1,033,785    

 

The Fund has adopted a Retirement Policy ("Policy") covering independent trustees of the Fund who were trustees on or before May 9, 2007, and who will have served as an independent trustee for at least five years as of the date of their retirement (as that term is defined in the Policy). Benefits under the Policy are based on an annual rate as defined in the Policy.

The Fund has adopted a Deferred Compensation Plan (the "Plan"), which allows eligible non-affiliated trustees as described in the Plan to defer the receipt of all or a portion of the trustees fees payable. Amounts deferred are treated as though invested in various "notional" funds advised by ING Investments until distribution in accordance with the Plan.

During the year ended February 28, 2009, the Fund's sub-adviser reimbursed the Fund for compensation received by an affiliate of the sub-adviser in connection with two loans the Fund purchased from that affiliate. Those purchases were conducted in a manner that was determined to be inconsistent with applicable regulations. The amount reimbursed to the Fund was $298,074.

NOTE 10 — CUSTODIAL AGREEMENT

State Street Bank and Trust Company ("SSB") serves as the Fund's custodian and recordkeeper. Custody fees paid to SSB may be reduced by earnings credits based on the cash balances held by SSB for the Fund. There were no earnings credits for the year ended February 28, 2010.

NOTE 11 — SUBORDINATED LOANS AND UNSECURED LOANS

The primary risk arising from investing in subordinated loans or in unsecured loans is the potential loss in the event of default by the issuer of the loans. The Fund may invest up to 20% of its total assets, measured at the time of investment, in subordinated loans, unsecured debt instruments and other investments, as directed by the Prospectus. As of February 28, 2010, the Fund held 0.4% of its total assets in subordinated loans and unsecured loans.


21


ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010 (continued)

NOTE 12 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

Year or   Shares
sold		   Proceeds
from shares
converted		   Reinvestment
of
distributions		   Shares
redeemed		   Shares
converted		   Net increase
(decrease)
in shares
outstanding		  
period ended   #   #   #   #   #   #  
Class A      
02-28-10     9,681,687       3,413,671       1,027,569       (9,817,100 )     —       4,305,827    
02-28-09     7,450,889       —       1,450,313       (22,091,062 )     —       (13,189,860 )  
Class B      
02-28-10     77,207       —       105,042       (1,192,389 )     —       (1,010,140 )  
02-28-09     99,535       —       184,560       (2,275,715 )     —       (1,991,620 )  
Class C      
02-28-10     4,422,050       —       950,610       (6,681,698 )     —       (1,309,038 )  
02-28-09     2,335,912       —       1,513,066       (19,102,836 )     —       (15,253,858 )  
Class I      
02-28-10     9,300       —       5       (7,475 )     —       1,830    
04-15-08(1)-02-28-09     227       —       —       —       —       227    
Class Q(2)       
02-28-10     1,310,259       —       45,485       (721,879 )     (3,434,717 )     (2,800,852 )  
02-28-09     1,097,868       —       81,721       (2,541,636 )     —       (1,362,047 )  
Class W      
02-28-10     2,203,763       —       56,201       (523,418 )     —       1,736,546    
04-15-08(1)-02-28-09     853,284       —       169       (371,071 )     —       482,382    
Year or   Shares
sold		   Proceeds
from shares
converted		   Reinvestment
of
distributions		   Shares
redeemed		   Shares
converted		   Net increase
(decrease)		  
period ended   ($)   ($)   ($)   ($)   ($)   ($)  
Class A      
02-28-10     104,650,346       41,338,414       11,693,792       (107,142,459 )     —       50,540,093    
02-28-09     88,626,250       —       16,598,073       (260,590,633 )     —       (155,366,310 )  
Class B      
02-28-10     867,284       —       1,172,684       (13,585,510 )     —       (11,545,542 )  
02-28-09     1,129,469       —       2,102,469       (27,031,464 )     —       (23,799,526 )  
Class C      
02-28-10     48,478,823       —       10,716,354       (75,143,279 )     —       (15,948,102 )  
02-28-09     28,292,662       —       17,359,820       (227,347,027 )     —       (181,694,545 )  
Class I      
02-28-10     95,766       —       64       (94,479 )     —       1,351    
04-15-08(1)-02-28-09     3,000       —       —       —       —       3,000    
Class Q(2)       
02-28-10     14,009,250       —       495,752       (7,976,964 )     (41,338,414 )     (34,810,376 )  
02-28-09     12,029,375       —       923,519       (30,139,581 )     —       (17,186,687 )  
Class W      
02-28-10     24,417,386       —       673,328       (6,442,148 )     —       18,648,566    
04-15-08(1)-02-28-09     9,751,406       —       1,747       (4,666,839 )     —       5,086,314    

 

(1)  Commencement of operations.

(2)  Effective November 23, 2009, Class Q Shareholders of the Fund were converted to Class A shares of the Fund.

NOTE 13 — FEDERAL INCOME TAXES

During the year ended February 28, 2010, the Fund incurred a Federal excise tax expense in the amount of $966,538 which has been fully reimbursed by the Investment Adviser.

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


22


ING Senior Income Fund

NOTES TO FINANCIAL STATEMENTS as of February 28, 2010 (continued)

NOTE 13 — FEDERAL INCOME TAXES (continued)

The following permanent tax differences have been reclassified as of February 28, 2010:

Paid-in
Capital		   Undistributed Net
Investment Income		   Accumulated
Net Realized
Gains/(Losses)		  
$ (950,572 )   $ (8,930,769 )   $ 9,881,341    

 

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:

Year Ended February 28, 2010   Year Ended February 28, 2009  
Ordinary Income   Ordinary Income  
$ 45,472,029     $ 62,263,832    

 

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 February 28, 2010 were:

Undistributed
Ordinary
Income		   Unrealized
Depreciation		   Post-October
Capital Losses
Deferred		   Capital
Loss
Carryforwards		   Expiration
Dates		  
$ 6,594,887     $ (76,828,320 )   $ (27,714,554 )   $ (80,562,079 )     2017    
              (133,167,631 )     2018    
            $ (213,729,710 )    

 

The Fund's major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2005.

As of February 28, 2010, no provision for income tax is required in the Fund's financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Fund's federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

NOTE 14 — SUBSEQUENT EVENTS

DIVIDENDS DECLARED

Subsequent to February 28, 2010, the Fund declared the following dividends:

Per Share Amount   Type   Declaration Date   Record Date   Payable Date  
$ 0.04728 (A)   NII   Daily   Daily   April 1, 2010  
$ 0.04203 (B)   NII   Daily   Daily   April 1, 2010  

 

NII — Net Investment Income

(A) For Class A, I, and W shares.

(B) For Class B and C shares.

The Fund has evaluated events occurring after the Statement of Assets and Liabilities date (subsequent events) to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above, no such subsequent events were identified.


23


ING Senior Income Fund

ADDITIONAL INFORMATION (Unaudited)

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 (800) SEC-0330; and is available upon request from the Registrant by calling Shareholder Services toll-free at (800) 992-0180.


24



ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010

Senior Loans*: 109.3%           Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Aerospace & Defense: 1.8%      
        Avio Investments, S.P.A.   NR   NR        
$ 76,311       Term Loan, 2.979%,        
   
          maturing December 13, 2015       $ 73,004    
        Delta Airlines, Inc.   Ba2   BB-        
  2,940,000    
  Term Loan, 2.251%,
maturing April 30, 2012		  
 
    2,766,049    
  498,750    
  Term Loan, 8.750%,
maturing September 27, 2013		  
 
    503,613    
        Delta Airlines, Inc.   B2   B        
  5,874,584    
  Term Loan, 3.501%,
maturing April 30, 2014		  
 
    5,013,957    
        Forgings International, Ltd.   NR   NR        
  500,000    
  Term Loan, 4.751%,
maturing August 11, 2014		  
 
    457,500    
  500,000    
  Term Loan, 5.251%,
maturing August 11, 2015		  
 
    458,750    
        McKechnie Aerospace DE, Inc.   B1   B+        
  2,198,733    
  Term Loan, 2.240%,
maturing May 11, 2014		  
 
    2,084,949    
        Transdigm, Inc.   Ba2   BB-        
  1,000,000    
  Term Loan, 2.249%,
maturing June 23, 2013		  
 
    978,906    
        United Airlines, Inc.   B3   B+        
  4,392,232    
  Term Loan, 2.250%,
maturing February 01, 2014		  
 
    3,581,501    
      15,918,229    
Automobile: 3.0%      
        Avis Budget Car Rental   Ba3   B+        
  2,994,378     (3)
 		  Term Loan, 4.000%,
maturing April 19, 2012		  
 
   
2,973,576		    
        Dollar Thrifty Automotive Group, Inc.   B2   B-        
  2,597,036    
  Term Loan, 2.731%,
maturing June 15, 2014		  
 
   
2,465,021		    
        Ford Motor Company   Ba3   B-        
  10,493,969    
  Term Loan, 3.259%,
maturing December 16, 2013		  
 
   
9,857,048		    
  1,000,000    
  Term Loan, 3.260%,
maturing December 16, 2013		  
 
   
926,458		    
        KAR Holdings, Inc.   Ba3   B+        
  4,710,678    
  Term Loan, 2.980%,
maturing October 18, 2013		  
 
   
4,563,469		    
        Oshkosh Truck Corporation   Ba3   BB-        
  2,785,050    
  Term Loan, 6.258%,
maturing December 06, 2013		  
 
   
2,793,753		    
        TRW Automotive, Inc.   Ba3   BB-        
  2,775,000    
  Term Loan, 5.000%,
maturing May 30, 2015		  
 
   
2,785,406		    
  475,000    
  Term Loan, 5.000%,
maturing May 30, 2016		  
 
   
477,177		    
      26,841,908    

 

See Accompanying Notes to Financial Statements
25


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Beverage, Food & Tobacco: 2.8%          
            ARAMARK Corporation   Ba3   BB        
$ 1,895,345           Term Loan, 2.126%,        
   
              maturing January 26, 2014       $ 1,805,316    
  1,920,224      
    Term Loan, 2.126%,
maturing January 27, 2014		  
 
   
1,837,219		    
  831,811      
    Term Loan, 2.145%,
maturing January 27, 2014		  
 
   
795,854		    
            Bolthouse Farms, Inc.   B1   B        
  1,000,000      
    Term Loan, 5.500%,
maturing February 11, 2016		  
 
   
1,002,083		    
            Bolthouse Farms, Inc.   Caa1   CCC+        
  375,000       (3 )   Term Loan, maturing August 11, 2016         375,000    
            Dole Food Company, Inc.   Ba2   BB-        
  288,000       (3 )   Term Loan, maturing February 01, 2017         288,900    
  672,000       (3 )   Term Loan, maturing February 01, 2017         674,100    
            Pierre Foods   B2   BB-        
  831,250      
    Term Loan, 8.500%,
maturing September 30, 2014		  
 
   
831,250		    
            Pinnacle Foods Holding Corporation   B2   B        
  7,507,500      
    Term Loan, 2.979%,
maturing April 02, 2014		  
 
   
7,086,247		    
            Sturm Foods, Inc.   B2   B-        
  2,901,428      
    Term Loan, 4.750%,
maturing January 31, 2014		  
 
   
2,903,844		    
            United Biscuits Holdco, Ltd.   NR   NR        
GBP 2,500,000           Term Loan, 3.225%,
maturing December 15, 2014		  
 
    3,597,573    
EUR 775,940           Term Loan, 3.470%,        
   
              maturing December 15, 2014         1,019,917    
            Van Houtte, Inc.   Ba3   BB-        
  234,843           Term Loan, 2.751%, maturing July 19, 2014         222,709    
  1,722,179           Term Loan, 2.751%, maturing July 19, 2014         1,633,199    
            Wm. Wrigley Jr. Company   Baa3   BBB        
  700,000      
    Term Loan, 3.063%,
maturing December 17, 2012		  
 
   
703,172		    
  630,000      
    Term Loan, 3.313%,
maturing October 06, 2014		  
 
   
633,148		    
      25,409,531    
Buildings & Real Estate: 1.8%          
            Capital Automotive, L.P.   Ba3   B        
  4,046,770      
    Term Loan, 2.730%,
maturing December 14, 2012		  
 
   
3,713,923		    
            Contech Construction Products, Inc.   B1   B        
  2,516,620      
    Term Loan, 2.230%,
maturing January 31, 2013		  
 
   
2,288,551		    
            Custom Building Products, Inc.   Ba2   BB-        
  2,246,289      
    Term Loan, 8.000%,
maturing October 29, 2011		  
 
   
2,232,250		    

 

See Accompanying Notes to Financial Statements
26


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Buildings & Real Estate: (continued)      
        John Maneely Company   B3   B        
$ 3,520,693       Term Loan, 3.501%,        
   
          maturing December 09, 2013       $ 3,322,024    
        KCPC Acquisition, Inc.   Ba2   CCC        
  189,655       Term Loan, 2.413%, maturing May 22, 2014         153,147    
  522,257       Term Loan, 2.563%, maturing May 22, 2014         421,723    
        Tishman Speyer   NR   NR        
  1,979,280    
  Term Loan, 15.240%,
maturing April 30, 2010		  
 
   
1,986,703		    
  3,000,000     (2)
 		  Term Loan, 4.000%,
maturing December 27, 2012		  
 
   
2,386,251		    
      16,504,572    
Cargo Transport: 1.0%      
        Baker Tanks, Inc.   B1   B        
  2,138,096       Term Loan, 4.750%, maturing May 08, 2014         1,968,829    
        Ceva Group, PLC   B1   B-        
  1,867,073    
  Term Loan, 3.240%,
maturing November 04, 2013		  
 
   
1,615,018		    
  723,070    
  Term Loan, 3.251%,
maturing November 04, 2013		  
 
   
636,302		    
  997,442    
  Term Loan, 3.240%,
maturing January 04, 2014		  
 
   
862,788		    
        Dockwise Transport, N.V.   NR   NR        
  685,414    
  Term Loan, 2.001%,
maturing January 11, 2015		  
 
   
652,171		    
  489,270    
  Term Loan, 2.001%,
maturing January 11, 2015		  
 
   
465,540		    
  577,443    
  Term Loan, 2.876%,
maturing January 11, 2016		  
 
   
549,437		    
  489,270    
  Term Loan, 2.876%,
maturing January 11, 2016		  
 
   
465,540		    
        Inmar, Inc.   B1   B        
  643,393    
  Term Loan, 2.480%,
maturing April 30, 2013		  
 
   
614,440		    
        US Shipping Partners, L.P.   NR   NR        
  1,189,765    
  Term Loan, 9.200%,
maturing November 12, 2013		  
 
   
963,710		    
      8,793,775    
Cellular: 0.1%      
        NTELOS, Inc.   Ba3   BB        
  997,500       Term Loan, 5.750%, maturing August 07, 2015         1,005,293    
      1,005,293    
Chemicals, Plastics & Rubber: 7.0%      
        AZ Chem US, Inc.   B1   BB-        
EUR 641,664       Term Loan, 2.909%,        
   
          maturing February 26, 2013         856,531    
          Brenntag Holding GmbH & Co. KG   B1   BB-        
$ 5,313,148       Term Loan, 1.985%,        
   
          maturing January 20, 2014         5,193,602    

 

See Accompanying Notes to Financial Statements
27


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Chemicals, Plastics & Rubber: (contined)          
$ 1,727,096           Term Loan, 2.007%,        
   
              maturing January 20, 2014       $ 1,664,489    
            Celanese U.S. Holdings, LLC   Ba2   BB+        
  3,442,334      
    Term Loan, 1.981%,
maturing April 02, 2014		  
 
   
3,315,398		    
            Chemtura Corporation   NR   NR        
  1,250,000      
    Term Loan, 6.000%,
maturing March 22, 2011		  
 
   
1,257,812		    
            Cristal Inorganic Chemicals, Inc.   B1   B        
  3,293,873      
    Term Loan, 2.501%,
maturing May 15, 2014		  
 
   
3,096,240		    
            GenTek Holding, LLC   B1   B+        
  333,333      
    Term Loan, 7.000%,
maturing October 29, 2014		  
 
   
336,125		    
            Hexion Specialty Chemicals, Inc.   Ba3   B-        
  1,728,000           Term Loan, 2.452%, maturing May 05, 2013         1,451,520    
  475,619           Term Loan, 4.000%, maturing May 05, 2015         448,270    
  3,827,254           Term Loan, 4.063%, maturing May 05, 2015         3,530,642    
  1,690,357           Term Loan, 4.063%, maturing May 05, 2015         1,559,354    
            Huntsman International, LLC   Ba2   B+        
  3,550,000           Term Loan, 2.486%, maturing June 30, 2016         3,378,418    
            Ineos US Finance, LLC   Caa1   B-        
  2,028,254      
    Term Loan, 7.001%,
maturing December 17, 2012		  
 
   
1,930,644		    
EUR 1,199,234       (3)
 		    Term Loan, 5.522%,
maturing December 16, 2013		  
 
    1,523,219    
EUR 180,141       (3)
 		    Term Loan, 5.522%,
maturing December 16, 2013		  
 
    228,808    
$ 2,618,236           Term Loan, 7.501%,
maturing December 16, 2013		  
 
    2,441,505    
EUR 1,091,025       (3)
 		    Term Loan, 6.022%,
maturing December 16, 2014		  
 
    1,385,775    
EUR 287,823       (3)
 		    Term Loan, 6.022%,
maturing December 16, 2014		  
 
    365,581    
$ 2,617,132           Term Loan, 8.001%,
maturing December 16, 2014		  
 
    2,440,475    
            ISP Chemco, Inc.   Ba3   BB-        
  2,890,216           Term Loan, 2.000%, maturing June 04, 2014         2,755,641    
            JohnsonDiversey, Inc.   Ba2   BB-        
  1,700,000      
    Term Loan, 5.500%,
maturing November 24, 2015		  
 
   
1,717,000		    
        (1)     Lyondell Chemical Company   Ba1   NR        
  2,174,333           Term Loan, 9.168%, maturing April 06, 2010         2,275,440    
        (1)     Lyondell Chemical Company   Ba3   NR        
  5,251,615           Term Loan, 5.793%, maturing April 06, 2010         5,505,005    
        (1)     Lyondell Chemical Company   NR   NR        
  188,129      
    Revolver, 3.729%,
maturing December 20, 2013		  
 
   
132,475		    
  705,485      
    Revolver, 3.729%,
maturing December 20, 2013		  
 
   
504,422		    

 

See Accompanying Notes to Financial Statements
28


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Chemicals, Plastics & Rubber: (contined)      
$ 425,841           Term Loan, 3.729%,        
   
              maturing December 20, 2013       $ 299,863    
  1,344,149      
    Term Loan, 3.729%,
maturing December 22, 2014		  
 
   
961,066		    
  540,102      
    Term Loan, 3.979%,
maturing December 22, 2014		  
 
   
380,322		    
  540,102      
    Term Loan, 3.979%,
maturing December 22, 2014		  
 
   
380,322		    
  540,102      
    Term Loan, 3.979%,
maturing December 22, 2014		  
 
   
380,322		    
  2,343,652      
    Term Loan, 7.000%,
maturing December 22, 2014		  
 
   
1,662,041		    
  2,343,652      
    Term Loan, 7.000%,
maturing December 22, 2014		  
 
   
1,662,041		    
  2,343,652      
    Term Loan, 7.000%,
maturing December 22, 2014		  
 
   
1,662,041		    
            MacDermid, Inc.   B2   B+        
EUR 1,857,868           Term Loan, 2.634%, maturing April 11, 2014         2,087,748    
$ 1,836,413           Term Loan, 2.229%, maturing April 12, 2014         1,648,181    
        (1 )   Northeast Biofuels, LLC   NR   NR        
  115,095       (2 )   Term Loan, 10.750%, maturing June 28, 2013         8,057    
            Polypore, Inc.   Ba2   BB-        
  3,250,000           Term Loan, 2.480%, maturing July 03, 2014         3,083,437    
      63,509,832    
Containers, Packaging & Glass: 2.7%      
            Berry Plastics Corporation   B1   B        
  5,713,298           Term Loan, 2.254%, maturing April 03, 2015         5,145,145    
            Graham Packaging Company   B1   B+        
  264,087           Term Loan, 2.500%, maturing October 07, 2011         261,519    
  2,512,208           Term Loan, 6.750%, maturing April 05, 2014         2,532,961    
            Graphic Packaging International, Inc.   Ba3   BB        
  5,354,105           Term Loan, 2.250%, maturing May 16, 2014         5,211,889    
            KLEOPATRA LUX 2 S.À. R.L   NR   NR        
  4,078,679      
    Term Loan, 2.918%,
maturing January 03, 2016		  
 
   
3,415,894		    
            OI European Group, B.V.   Baa3   BBB        
EUR 647,541           Term Loan, 1.924%, maturing June 14, 2013         852,616    
            Pro Mach, Inc.   B1   B        
$ 2,316,772           Term Loan, 2.490%,        
   
              maturing December 14, 2011         2,085,095    
            Reynolds Consumer Products Holdings, Inc.   B1   BB-        
  1,250,000      
    Term Loan, 6.250%,
maturing November 05, 2015		  
 
   
1,262,344		    
            Xerium Technologies, Inc.   Caa3   CC        
  4,366,719       (2 )   Term Loan, 6.751%, maturing May 18, 2012         4,028,298    
      24,795,761    

 

See Accompanying Notes to Financial Statements
29


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Data and Internet Services: 6.0%      
        Activant Solutions, Inc.   B1   B        
$ 43,086       Term Loan, 2.812%, maturing May 01, 2013       $ 41,201    
  2,986,089       Term Loan, 2.285%, maturing May 02, 2013         2,855,448    
        Amadeus IT Group, S.A.   NR   NR        
EUR 1,268,581       Term Loan, 2.427%, maturing July 01, 2013         1,658,320    
EUR 1,268,581       Term Loan, 2.927%, maturing July 01, 2014         1,658,320    
        Carlson Wagonlit Holdings, B.V.   B2   CCC+        
$ 2,640,670       Term Loan, 3.999%, maturing August 03, 2012           2,379,904    
        First Data Corporation   B1   B+        
  2,617,641    
  Term Loan, 2.980%,
maturing September 24, 2014		  
 
   
2,293,888		    
  5,007,347    
  Term Loan, 2.999%,
maturing September 24, 2014		  
 
   
4,381,083		    
  8,128,801    
  Term Loan, 2.999%,
maturing September 24, 2014		  
 
   
7,094,070		    
        L-1 Identity Solutions Operating Company   Ba3   BB        
  478,844       Term Loan, 7.250%, maturing August 05, 2013         480,037    
        Language Line, Inc.   Ba3   B+        
  1,785,714    
  Term Loan, 5.500%,
maturing November 04, 2015		  
 
   
1,796,875		    
        Orbitz Worldwide, Inc.   B2   B+        
  7,775,492       Term Loan, 3.239%, maturing July 25, 2014         7,380,241    
        Reynolds & Reynolds Company   Ba2   BB        
  5,165,431    
  Term Loan, 2.251%,
maturing October 26, 2012		  
 
   
4,915,770		    
        Sabre, Inc.   B1   B        
  8,117,064    
  Term Loan, 2.488%,
maturing September 30, 2014		  
 
   
7,146,174		    
        Sitel, LLC   B1   B        
  855,028    
  Term Loan, 5.743%,
maturing January 30, 2014		  
 
   
813,702		    
        Sungard Data Systems, Inc.   Ba3   BB        
  105,744    
  Term Loan, 1.978%,
maturing February 28, 2014		  
 
   
101,861		    
  1,478,775    
  Term Loan, 6.750%,
maturing February 28, 2014		  
 
   
1,492,454		    
  2,861,112    
  Term Loan, 3.873%,
maturing February 26, 2016		  
 
   
2,800,826		    
        Transaction Network Services, Inc.   Ba3   BB        
  2,384,615    
  Term Loan, 6.000%,
maturing November 18, 2015		  
 
   
2,384,973		    
        Travelport, Inc.   Ba3   B        
  975,000    
  Term Loan, 2.740%,
maturing August 23, 2013		  
 
   
921,375		    
  1,556,322    
  Term Loan, 2.744%,
maturing August 23, 2013		  
 
   
1,467,050		    
  312,277    
  Term Loan, 2.751%,
maturing August 23, 2013		  
 
   
294,364		    
      54,357,936    

 

See Accompanying Notes to Financial Statements
30


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Diversified / Conglomerate Manufacturing: 2.9%          
            Brand Services, Inc.   B1   B        
$ 2,794,255           Term Loan, 2.563%,        
   
              maturing February 07, 2014       $ 2,610,301    
  1,221,875      
    Term Loan, 3.563%,
maturing February 07, 2014		  
 
   
1,160,781		    
            Dresser, Inc.   B2   B+        
  3,352,885           Term Loan, 2.500%, maturing May 04, 2014         3,217,371    
            Edwards (Cayman Islands II), Ltd.   B3   B        
  3,168,750           Term Loan, 2.252%, maturing May 31, 2014         2,554,805    
            EPD, Inc.   NR   NR        
  426,290           Term Loan, 2.730%, maturing July 31, 2014         351,823    
  2,976,417           Term Loan, 2.730%, maturing July 31, 2014         2,456,475    
            Ferretti, S.P.A.   NR   NR        
EUR 577,808       (2)
 		    Term Loan, 3.472%,
maturing January 31, 2015		  
 
    344,327    
EUR 578,801       (2)
 		    Term Loan, 3.972%,
maturing January 31, 2016		  
 
    344,919    
EUR 95,746       (2)
 		    Term Loan, 6.472%,
maturing January 31, 2017		  
 
    27,387    
            Manitowoc Company, Inc.   B1   BB        
$ 2,787,695           Term Loan, 7.500%,        
   
              maturing November 06, 2014         2,784,211    
            Mueller Group, Inc.   Ba3   BB-        
  494,993           Term Loan, 5.001%, maturing May 23, 2014         493,879    
            Rexnord Corporation / RBS Global, Inc.   B1   BB-        
  970,000           Term Loan, 2.500%, maturing July 19, 2013         916,347    
  1,000,000           Term Loan, 2.791%, maturing July 19, 2013         944,688    
            Sensata Technologies, B.V.   B1   B+        
  6,085,099           Term Loan, 1.999%, maturing April 26, 2013         5,739,009    
EUR 1,930,055           Term Loan, 2.665%, maturing April 26, 2013         2,343,034    
            Textron Fastening Systems   Caa1   CCC+        
$ 496,371           Term Loan, 14.000%,        
   
              maturing August 11, 2013         392,133    
      26,681,490    
Diversified / Conglomerate Service: 3.5%          
            Affinion Group, Inc.   Ba2   BB        
  3,899,193      
    Term Loan, 2.731%,
maturing October 17, 2012		  
 
   
3,802,688		    
            AlixPartners, LLP   Ba3   BB        
  2,578,769      
    Term Loan, 2.258%,
maturing October 12, 2013		  
 
   
2,504,630		    
            Brickman Group Holdings, Inc.   B1   BB        
  1,437,215      
    Term Loan, 2.251%,
maturing January 23, 2014		  
 
   
1,374,337		    
            Brock Holdings, Inc.   Caa1   B        
  1,398,885      
    Term Loan, 2.323%,
maturing February 26, 2014		  
 
   
1,208,287		    

 

See Accompanying Notes to Financial Statements
31


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Diversified / Conglomerate Service: (continued)      
        Catalina Marketing Corporation   Ba2   BB-        
$ 4,346,396       Term Loan, 2.979%,        
   
          maturing October 01, 2014       $ 4,211,932    
        Coach America Holdings, Inc.   B2   B        
  2,329,082       Term Loan, 3.000%, maturing April 18, 2014         1,987,482    
  493,837       Term Loan, 3.001%, maturing April 20, 2014         421,407    
        Intergraph Corporation   B1   BB-        
  1,000,000       Term Loan, 2.252%, maturing May 29, 2014         973,738    
        ISS Holding A/S   NR   NR        
EUR 3,508,772     (3)
 		  Term Loan, 2.715%,
maturing December 31, 2013		  
 
    4,479,104    
EUR 491,228     (3)
 		  Term Loan, 2.715%,
maturing December 31, 2013		  
 
    627,075    
        ISTA International GmbH   NR   NR        
EUR 1,622,153       Term Loan, 2.992%, maturing May 14, 2015         1,998,052    
EUR 377,847       Term Loan, 3.332%, maturing May 14, 2015         465,405    
        Valleycrest Companies, LLC   B1   B        
$ 1,796,578       Term Loan, 2.260%, maturing March 12, 2014         1,688,784    
        Vertafore, Inc.   B1   B        
  1,005,491       Term Loan, 5.500%, maturing July 31, 2014         972,812    
        West Corporation   B1   BB-        
  2,161,071    
  Term Loan, 2.619%,
maturing October 24, 2013		  
 
   
2,093,875		    
  3,139,054       Term Loan, 4.119%, maturing July 15, 2016         3,134,329    
      31,943,937    
Diversified Nat'l Rsrcs, Precious Metals & Minerals: 0.4%      
        Georgia Pacific, LLC   Ba2   BBB        
  1,767,978    
  Term Loan, 2.242%,
maturing December 20, 2012		  
 
   
1,732,730		    
  1,043,222    
  Term Loan, 2.256%,
maturing December 23, 2012		  
 
   
1,022,423		    
  646,612    
  Term Loan, 3.502%,
maturing December 23, 2014		  
 
   
647,501		    
      3,402,654    
Ecological: 0.2%      
        Synagro Technologies, Inc.   B3   CCC+        
  1,072,500       Term Loan, 2.230%, maturing April 02, 2014         954,525    
        Synagro Technologies, Inc.   Caa3   CCC-        
  590,000    
  Term Loan, 4.980%,
maturing October 02, 2014		  
 
   
462,166		    
      1,416,691    
Electronics: 2.4%      
        Aeroflex, Inc.   Ba3   BB-        
  1,964,922    
  Term Loan, 3.500%,
maturing August 15, 2014		  
 
   
1,843,755		    
        Brocade Communications Systems, Inc.   Ba2   BBB-        
  708,078    
  Term Loan, 7.000%,
maturing October 07, 2013		  
 
   
714,421		    

 

See Accompanying Notes to Financial Statements
32


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Electronics: (continued)      
        Decision One   NR   NR        
$ 475,144       Junior Notes, 15.000%,        
   
          maturing November 29, 2013       $ 475,144    
        Freescale Semiconductor, Inc.   B2   B-        
  2,111,778     (3)
 		  Revolver,
maturing November 10, 2012		  
 
   
1,895,320		    
  4,514,792     (3)
 		  Term Loan, 1.979%,
maturing November 29, 2013		  
 
   
4,182,531		    
        Infor Enterprise Solutions Holdings, Inc.   B1   B+        
  487,500       Term Loan, 2.990%, maturing July 28, 2012         453,984    
EUR 970,000       Term Loan, 3.390%, maturing July 28, 2012         1,192,417    
$ 2,275,744       (3 )   Term Loan, 3.980%, maturing July 28, 2012         2,129,243    
  1,187,345       (3 )   Term Loan, 3.990%, maturing July 28, 2012         1,110,909    
        Infor Enterprise Solutions Holdings, Inc.   Caa2   CCC+        
EUR 500,000       Term Loan, 6.675%, maturing March 02, 2014         578,893    
        Kronos, Inc.   Ba3   B+        
$ 3,586,881       Term Loan, 2.251%, maturing June 11, 2014         3,406,013    
        Semiconductor Components Industries, LLC   Baa3   BB+        
  1,619,068    
  Term Loan, 2.001%,
maturing September 03, 2013		  
 
   
1,596,806		    
        Spansion, LLC   NR   NR        
  1,875,000       Term Loan, 7.750%, maturing January 08, 2015         1,890,234    
      21,469,670    
Finance: 0.9%      
        LPL Holdings, Inc.   Ba3   B+        
  4,345,413       Term Loan, 2.918%, maturing June 28, 2013         4,177,028    
        Nuveen Investments, Inc.   B3   B        
  4,893,540    
  Term Loan, 3.291%,
maturing November 13, 2014		  
 
   
4,281,848		    
      8,458,876    
Foreign Cable, Foreign TV, Radio and Equipment: 1.9%      
        Casema Bidco / Serpering Investments, B.V.   NR   NR        
EUR 112,665    
  Term Loan, 2.918%,
maturing September 15, 2014		  
 
    149,131    
EUR 160,304    
  Term Loan, 2.918%,
maturing September 15, 2014		  
 
    212,189    
EUR 227,032    
  Term Loan, 2.918%,
maturing September 15, 2014		  
 
    300,515    
EUR 500,000    
  Term Loan, 3.418%,
maturing September 14, 2015		  
 
    661,835    
        Numericable / YPSO France SAS   NR   NR        
EUR 447,209    
  Term Loan, 4.425%,
maturing June 16, 2014		  
 
    513,342    
EUR 729,656       Term Loan, 4.425%, maturing June 16, 2014         837,557    
EUR 1,158,818       Term Loan, 4.425%, maturing June 16, 2014         1,330,183    
EUR 231,858    
  Term Loan, 4.675%,
maturing December 31, 2015		  
 
    264,269    
EUR 435,480    
  Term Loan, 4.675%,
maturing December 31, 2015		  
 
    496,354    

 

See Accompanying Notes to Financial Statements
33


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Foreign Cable, Foreign TV, Radio and Equipment: (continued)          
            UPC Broadband Holding, B.V.   Ba3   B+        
$ 2,593,151           Term Loan, 2.180%,        
   
              maturing December 31, 2014       $ 2,469,437    
  1,406,849      
    Term Loan, 3.930%,
maturing December 30, 2016		  
 
   
1,374,491		    
EUR 3,441,622           Term Loan, 4.178%,
maturing December 31, 2016		  
 
    4,344,453    
EUR 2,482,502           Term Loan, 4.995%,
maturing December 31, 2017		  
 
    3,168,200    
            Virgin Media Investment Holdings, Ltd.   Ba2   BB        
GBP 396,839           Term Loan, 4.177%,
maturing September 03, 2012		  
 
    592,765    
GBP 396,839           Term Loan, 4.431%,
maturing September 03, 2012		  
 
    592,765    
      17,307,486    
Gaming: 3.0%          
            Cannery Casino Resorts, LLC   B3   B+        
$ 607,103           Term Loan, 2.479%, maturing May 18, 2013         556,638    
  501,961           Term Loan, 2.478%, maturing May 20, 2013         460,236    
        (1 )   Fontainebleau Las Vegas, LLC   NR   NR        
  1,690,010       (2 )   Term Loan, 6.000%, maturing June 06, 2014         333,777    
  845,005       (2 )   Term Loan, 6.000%, maturing June 06, 2014         166,888    
            Golden Nugget, Inc.   Caa3   CC        
  1,667,076           Term Loan, 3.230%, maturing June 30, 2014         1,267,673    
  948,788           Term Loan, 3.238%, maturing June 30, 2014         721,475    
            Green Valley Ranch Gaming, LLC   Ca   CC        
  500,000      
    Term Loan, 3.504%,
maturing August 16, 2014		  
 
   
62,500		    
            Harrahs Operating Company, Inc.   Caa1   B-        
  4,102,900      
    Term Loan, 3.249%,
maturing January 28, 2015		  
 
   
3,325,913		    
  1,271,982      
    Term Loan, 3.249%,
maturing January 28, 2015		  
 
   
1,032,955		    
  3,664,259      
    Term Loan, 3.249%,
maturing January 28, 2015		  
 
   
2,968,622		    
  1,555,556      
    Term Loan, 9.500%,
maturing October 31, 2016		  
 
   
1,558,149		    
            Isle Of Capri Casinos, Inc.   B1   B+        
  1,284,919      
    Term Loan, 3.251%,
maturing November 25, 2013		  
 
   
1,260,291		    
  230,675      
    Term Loan, 5.000%,
maturing November 25, 2013		  
 
   
226,253		    
  513,968      
    Term Loan, 5.000%,
maturing November 25, 2013		  
 
   
504,117		    
            Las Vegas Sands, LLC   B3   B-        
  6,240,000           Term Loan, 2.010%, maturing May 23, 2014         5,465,198    
  1,576,000           Term Loan, 2.010%, maturing May 23, 2014         1,380,313    

 

See Accompanying Notes to Financial Statements
34


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Gaming: (continued)      
        (1 )   New World Gaming Partners, Ltd.   Caa3   D        
$ 2,021,235       (2 )   Term Loan, 2.751%,        
   
        maturing September 30, 2014       $ 1,857,515    
  409,390     (2)
 		  Term Loan, 2.751%,
maturing September 30, 2014		  
 
   
376,229		    
        Penn National Gaming, Inc.   Ba2   BB+        
  14,407    
  Term Loan, 1.984%,
maturing October 03, 2012		  
 
   
14,158		    
        Seminole Tribe Of Florida   Baa3   BBB        
  20,098       Term Loan, 1.751%, maturing March 05, 2014         19,378    
        VML US Finance, LLC   B3   B-        
  457,155       Term Loan, 4.760%, maturing May 25, 2012         436,619    
  3,097,624       Term Loan, 4.760%, maturing May 27, 2013         2,951,456    
      26,946,353    
Healthcare, Education and Childcare: 12.5%      
        AGA Medical Corporation   B2   BB-        
  2,722,471       Term Loan, 2.257%, maturing April 26, 2013         2,487,658    
        Bausch & Lomb, Inc.   B1   BB-        
  383,435       Term Loan, 3.501%, maturing April 24, 2015         368,630    
  1,578,947       Term Loan, 3.501%, maturing April 24, 2015         1,517,983    
        Biomet, Inc.   B1   BB-        
  5,964,415       Term Loan, 3.250%, maturing March 25, 2015         5,792,598    
        Bright Horizons Family Solutions, Inc.   Ba3   BB-        
  463,529       Term Loan, 7.500%, maturing May 28, 2015         465,847    
        Catalent Pharma Solutions, Inc.   Ba3   BB-        
  5,611,666       Term Loan, 2.479%, maturing April 10, 2014         5,127,660    
        CHG Medical Staffing, Inc.   Ba3   B+        
  1,810,500    
  Term Loan, 2.729%,
maturing January 08, 2013		  
 
   
1,715,449		    
  400,000    
  Term Loan, 2.751%,
maturing January 08, 2013		  
 
   
379,000		    
        CHS/Community Health Systems, Inc.   Ba3   BB        
  477,091       Term Loan, 2.502%, maturing July 25, 2014         446,796    
  9,815,620       Term Loan, 2.502%, maturing July 25, 2014         9,192,328    
        Concentra Operating Corporation   Ba3   B+        
  2,730,000       Term Loan, 2.510%, maturing June 25, 2014         2,573,025    
        CRC Health Corporation   Ba3   B+        
  663,509    
  Term Loan, 2.501%,
maturing February 06, 2013		  
 
   
624,528		    
  585,846    
  Term Loan, 2.501%,
maturing February 06, 2013		  
 
   
551,428		    
        Education Management Corporation   B1   BB-        
  3,127,306       Term Loan, 2.063%, maturing June 03, 2013         2,982,668    
        Emdeon Business Services, LLC   Ba3   BB        
  2,727,219    
  Term Loan, 2.260%,
maturing November 16, 2013		  
 
   
2,673,528		    
        Gambro Holding AB   NR   NR        
  1,670,984       Term Loan, 2.751%, maturing June 05, 2014         1,547,749    
SEK 2,111,070       Term Loan, 2.990%, maturing June 05, 2014         274,622    

 

See Accompanying Notes to Financial Statements
35


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Healthcare, Education and Childcare: (continued)          
SEK 2,146,343           Term Loan, 2.990%, maturing June 05, 2014       $ 279,211    
$ 1,670,984           Term Loan, 3.251%, maturing June 05, 2015         1,547,749    
SEK 2,146,343           Term Loan, 3.490%, maturing June 05, 2015         279,211    
SEK 2,111,070           Term Loan, 3.490%, maturing June 05, 2015         274,622    
            Harlan Sprague Dawley, Inc.   B3   BB-        
  3,435,250           Term Loan, 3.730%, maturing July 11, 2014         3,134,666    
            Harrington Holdings, Inc.   B1   BB-        
  2,593,333      
    Term Loan, 2.479%,
maturing December 28, 2013		  
 
   
2,416,123		    
            HCA, Inc.   Ba3   BB        
  14,363,039      
    Term Loan, 2.501%,
maturing November 18, 2013		  
 
   
13,657,943		    
            Health Management Associates, Inc.   B1   BB-        
  3,467,054      
    Term Loan, 2.001%,
maturing February 28, 2014		  
 
   
3,276,366		    
            Iasis Healthcare, LLC   Ba2   B+        
  1,239,172       (3 )   Term Loan, 2.229%, maturing March 14, 2014         1,185,475    
  335,478       (3 )   Term Loan, 2.229%, maturing March 14, 2014         320,941    
  3,580,621       (3 )   Term Loan, 2.229%, maturing March 14, 2014         3,425,462    
            IM US Holdings, LLC   Ba2   BB        
  3,902,771           Term Loan, 2.238%, maturing June 26, 2014         3,748,611    
            IM US Holdings, LLC   B2   B-        
  1,000,000           Term Loan, 4.481%, maturing June 26, 2015         970,750    
            IMS Health, Inc.   Ba3   BB        
EUR 1,000,000           Term Loan, maturing January 31, 2016         1,368,060    
$ 2,000,000       (3 )   Term Loan, maturing February 17, 2016         2,013,250    
            Molnlycke Health Care Group   NR   NR        
EUR 200,000           Term Loan, 2.418%, maturing March 30, 2015         257,145    
GBP 250,000           Term Loan, 2.521%, maturing March 31, 2015           350,704    
EUR 181,943           Term Loan, 2.668%, maturing March 30, 2016         233,929    
GBP 221,746           Term Loan, 2.771%, maturing March 31, 2016           311,068    
            Multiplan, Inc.   B1   B+        
$ 1,574,174           Term Loan, 2.750%, maturing April 12, 2013         1,542,199    
            National Mentor, Inc.   Ba3   B+        
  126,588           Term Loan, 2.150%, maturing June 29, 2013         115,301    
  3,062,840           Term Loan, 2.260%, maturing June 29, 2013         2,789,736    
            Nyco Holdings 3 ApS   NR   NR        
EUR 1,397,300           Term Loan, 2.768%,
maturing December 29, 2014		  
 
    1,817,418    
EUR 535,383           Term Loan, 2.956%,
maturing December 29, 2014		  
 
    696,354    
EUR 86,211           Term Loan, 2.956%,
maturing December 29, 2014		  
 
    112,132    
EUR 54,917           Term Loan, 2.956%,
maturing December 29, 2014		  
 
    71,429    
EUR 388,312           Term Loan, 2.956%,
maturing December 29, 2014		  
 
    505,064    

 

See Accompanying Notes to Financial Statements
36


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Healthcare, Education and Childcare: (continued)      
EUR 1,397,300    
  Term Loan, 3.518%,
maturing December 29, 2015		  
 
  $ 1,817,418    
EUR 535,383    
  Term Loan, 3.706%,
maturing December 29, 2015		  
 
    696,354    
EUR 86,211    
  Term Loan, 3.706%,
maturing December 29, 2015		  
 
    112,132    
EUR 54,917    
  Term Loan, 3.706%,
maturing December 29, 2015		  
 
    71,429    
EUR 388,312    
  Term Loan, 3.706%,
maturing December 29, 2015		  
 
    505,064    
        Orthofix Holdings, Inc.   B1   BB+        
$ 1,529,697       Term Loan, 6.750%,        
   
          maturing September 22, 2013         1,531,609    
        Quintiles Transnational Corporation   Ba2   BB        
  1,202,679       Term Loan, 2.251%, maturing March 31, 2013         1,167,801    
        Renal Advantage, Inc.   B1   B+        
  3,160,230    
  Term Loan, 2.751%,
maturing October 05, 2012		  
 
   
3,033,821		    
        Rural/Metro Operating Company, LLC   Ba3   BB        
  750,000    
  Term Loan, 7.000%,
maturing December 09, 2014		  
 
   
752,344		    
        Sterigenics International, Inc.   B3   B+        
  1,290,547    
  Term Loan, 2.514%,
maturing November 21, 2013		  
 
   
1,219,567		    
        Sun Healthcare Group, Inc.   Ba2   B+        
  305,747       Term Loan, 0.151%, maturing April 21, 2014         289,237    
  1,305,426       Term Loan, 2.305%, maturing April 21, 2014         1,234,933    
        Surgical Care Affiliates, LLC   Ba3   B        
  1,932,634    
  Term Loan, 2.251%,
maturing December 29, 2014		  
 
   
1,814,260		    
        Team Health, Inc.   B1   BB        
  1,670,168    
  Term Loan, 2.251%,
maturing November 23, 2012		  
 
   
1,615,887		    
        United Surgical Partners International, Inc.   Ba3   B        
  2,039,113       Term Loan, 2.240%, maturing April 19, 2014         1,913,367    
  385,222       Term Loan, 2.230%, maturing April 21, 2014         361,466    
        Vanguard Health Holdings Company II, LLC   Ba2   B+        
  1,000,000    
  Term Loan, 5.000%,
maturing January 29, 2016		  
 
   
1,003,438		    
        VWR International, Inc.   B1   B+        
EUR 2,487,500       Term Loan, 2.918%, maturing June 29, 2014         3,040,933    
$ 2,487,500       Term Loan, 2.729%, maturing June 30, 2014         2,287,256    
        Warner Chilcott Company, LLC   B1   BB+        
  1,168,907    
  Term Loan, 5.500%,
maturing October 30, 2014		  
 
   
1,171,319		    
  584,454       Term Loan, 5.750%, maturing April 30, 2015         585,349    
  1,285,798       Term Loan, 5.750%, maturing April 30, 2015         1,287,768    
      112,935,168    

 

See Accompanying Notes to Financial Statements
37


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Home & Office Furnishings: 0.9%      
        Global Garden Products Italy, S.P.A.   NR   NR        
EUR 1,250,000     (2)
 		  Term Loan, 3.594%,
maturing October 19, 2014		  
 
  $ 874,014    
EUR 1,250,000     (2)
 		  Term Loan, 4.094%,
maturing October 19, 2015		  
 
    874,014    
        Hilding Anders   NR   NR        
SEK 20,194,780       Term Loan, 3.743%, maturing March 31, 2015           2,215,108    
EUR 367,247       Term Loan, 3.957%, maturing April 25, 2015         394,345    
        National Bedding Company   B1   BB-        
$ 2,080,797       Term Loan, 2.305%,        
   
          maturing February 28, 2013         2,028,778    
        Springs Window Fashions, LLC   B2   B+        
  2,213,486    
  Term Loan, 3.063%,
maturing December 31, 2012		  
 
   
2,005,972		    
      8,392,231    
Insurance: 1.8%      
        AmWINS Group, Inc.   B2   B-        
  2,437,500       Term Loan, 2.760%, maturing June 08, 2013         2,276,016    
        Applied Systems, Inc.   B1   B-        
  1,196,568    
  Term Loan, 2.729%,
maturing September 26, 2013		  
 
   
1,142,723		    
        Conseco, Inc.   Caa1   B-        
  2,818,393    
  Term Loan, 7.500%,
maturing October 10, 2013		  
 
   
2,683,639		    
        Crump Group   B2   B        
  2,144,559    
  Term Loan, 3.230%,
maturing August 01, 2014		  
 
   
1,935,465		    
        Hub International, Ltd.   B2   B        
  538,224       Term Loan, 2.751%, maturing June 13, 2014         496,680    
  2,394,495       Term Loan, 2.751%, maturing June 13, 2014         2,209,671    
        Swett & Crawford   B3   B-        
  3,080,842       Term Loan, 2.499%, maturing April 03, 2014         2,634,120    
        USI Holdings Corporation   B2   B-        
  598,500       Term Loan, 7.000%, maturing April 15, 2014         582,041    
  2,687,421       Term Loan, 3.010%, maturing May 05, 2014         2,447,792    
      16,408,147    
Leisure, Amusement, Entertainment: 3.7%      
          24 Hour Fitness Worldwide, Inc.   Ba3   B+        
  4,090,625       Term Loan, 2.760%, maturing June 08, 2012         3,906,547    
        Alpha D2, Ltd.   NR   NR        
  1,506,081    
  Term Loan, 2.447%,
maturing December 31, 2013		  
 
   
1,354,343		    
  1,017,315    
  Term Loan, 2.447%,
maturing December 31, 2013		  
 
   
914,820		    
        AMF Bowling Worldwide, Inc.   B1   B        
  2,896,851    
  Term Loan, 2.728%,
maturing June 08, 2013		  
 
   
2,563,713		    

 

See Accompanying Notes to Financial Statements
38


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Leisure, Amusement, Entertainment: (continued)      
        Cedar Fair, L.P.   Ba3   BB-        
$ 1,644,853       Term Loan, 4.229%,        
   
          maturing August 30, 2014       $ 1,637,144    
        HIT Entertainment, Inc.   B1   CCC-        
  3,404,852       Term Loan, 2.499%, maturing March 20, 2012         3,010,458    
        Kerasotes Showplace Theater, LLC   B1   B-        
  150,000    
  Revolver, 1.719%,
maturing October 31, 2010		  
 
   
146,250		    
  372,134    
  Term Loan, 4.813%,
maturing October 28, 2011		  
 
   
372,134		    
        Metro-Goldwyn-Mayer, Inc.   Ba3   B+        
  13,789,173       (2 )   Term Loan, 20.500%, maturing April 09, 2012         8,370,455    
  11,764,787       (2 )   Term Loan, 20.500%, maturing April 09, 2012         7,141,591    
        NEP II, Inc.   B1   B        
  4,242,277    
  Term Loan, 2.531%,
maturing February 16, 2014		  
 
   
3,924,106		    
      33,341,561    
Lodging: 2.4%      
        Audio Visual Services Corporation   NR   NR        
  1,466,250    
  Term Loan, 2.510%,
maturing February 28, 2014		  
 
   
1,063,031		    
        Hotel Del Coronado   B1   B+        
  24,600,000    
  Term Loan, 1.984%,
maturing January 15, 2011		  
 
   
20,664,000		    
      21,727,031    
Machinery: 0.9%      
        Bucyrus Internationl, Inc.   Ba2   BB        
  3,000,000    
  Term Loan, 4.500%,
maturing February 21, 2016		  
 
   
3,023,418		    
        Kion Group GmbH   NR   NR        
  502,435    
  Term Loan, 2.479%,
maturing December 23, 2014		  
 
   
376,826		    
EUR 1,244,942    
  Term Loan, 2.668%,
maturing December 23, 2014		  
 
    1,271,803    
$ 502,435       Term Loan, 2.729%,        
   
        maturing December 23, 2015         376,826    
EUR 1,151,414    
  Term Loan, 2.918%,
maturing December 23, 2015		  
 
    1,176,256    
        NACCO Materials Handling Group, Inc.   NR   NR        
$ 1,962,416       Term Loan, 2.337%, maturing March 22, 2013         1,604,275    
      7,829,404    
Mining, Steel, Iron & Nonprecious Metals: 1.0%      
        Noranda Aluminum Acquisition Corporation   B1   D        
  2,774,795       Term Loan, 2.229%, maturing May 18, 2014         2,437,194    
        Novelis Corporation   Ba3   BB-        
  1,523,438       Term Loan, 2.240%, maturing July 06, 2014         1,477,734    
  3,351,693       Term Loan, 2.244%, maturing July 06, 2014         3,251,142    
        Oxbow Carbon and Minerals Holdings, LLC   B1   BB        
  2,260,513       Term Loan, 2.251%, maturing May 08, 2014         2,198,349    
      9,364,419    

 

See Accompanying Notes to Financial Statements
39


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
North American Cable: 7.3%      
        Block Communications, Inc.   Ba1   BB        
$ 1,200,000       Term Loan, 2.283%,        
   
        maturing December 22, 2011       $ 1,134,000    
        Bresnan Communications, LLC   B1   BB-        
  4,714,375       Term Loan, 2.247%, maturing March 29, 2014         4,562,336    
        Cequel Communications, LLC   Ba3   BB-        
  21,470,884       Term Loan, 2.252%,
maturing November 05, 2013		  
 
   
20,430,147		    
        Cequel Communications, LLC   B3   B-        
  1,975,000       Term Loan, 4.749%, maturing May 05, 2014         1,933,377    
      (1)   Charter Communications Operating, LLC   Ba2   BB+        
  14,111,627       Term Loan, 2.230%, maturing March 06, 2014         13,209,033    
        CSC Holdings, Inc.   Baa3   BBB-        
  2,030,832       Term Loan, 2.004%, maturing March 29, 2013         1,979,108    
        Insight Midwest Holdings, LLC   B1   B+        
  1,162,500       Term Loan, 2.250%, maturing April 07, 2014         1,122,358    
        Knology, Inc.   B1   B        
  2,828,689       Term Loan, 3.751%, maturing June 30, 2014         2,755,616    
        Mediacom Broadband, LLC   Ba3   BB-        
  4,877,764    
  Term Loan, 1.960%,
maturing January 31, 2015		  
 
   
4,628,974		    
        Mediacom LLC Group   Ba3   BB-        
  5,324,562    
  Term Loan, 1.960%,
maturing January 31, 2015		  
 
   
5,051,678		    
  1,795,500       Term Loan, 5.500%, maturing March 31, 2017         1,802,673    
        San Juan Cable, LLC   B1   BB-        
  1,847,743    
  Term Loan, 2.010%,
maturing October 31, 2012		  
 
   
1,742,653		    
        WideOpenWest Finance, LLC   B1   B-        
  5,789,583       Term Loan, 2.752%, maturing June 18, 2014         5,365,016    
      65,716,969    
Oil & Gas: 1.5%      
        Alon USA Energy, Inc.   B1   BB-        
  214,444       Term Loan, 2.479%, maturing June 22, 2013         180,938    
  1,715,556       Term Loan, 2.486%, maturing June 22, 2013         1,447,500    
        CGGVeritas Services, Inc.   Ba1   BB+        
  1,991,855     (3)
 		  Term Loan, 3.465%,
maturing January 12, 2014		  
 
   
1,961,977		    
        Hercules Offshore, LLC   B2   B        
  2,184,245       Term Loan, 6.000%, maturing July 11, 2013         2,079,128    
        MEG Energy Corporation   B2   BB+        
  4,184,473       Term Loan, 6.000%, maturing April 03, 2016         4,130,862    
        Niska Gas Storage US, LLC   Ba3   BB        
  1,948,804       Term Loan, 1.979%, maturing May 12, 2013         1,881,814    
  202,252       Term Loan, 1.979%, maturing May 12, 2013         195,300    
  137,004       Term Loan, 1.979%, maturing May 12, 2013         132,294    
        Targa Resources, Inc.   B1   BB-        
  1,000,000       Term Loan, 6.000%, maturing July 05, 2016         1,005,000    

 

See Accompanying Notes to Financial Statements
40


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Oil & Gas: (continued)      
        Vulcan Energy Corporation   Ba2   BB        
$ 750,000       Term Loan, 5.500%,        
   
          maturing September 29, 2015       $ 757,500    
      13,772,313    
Other Broadcasting and Entertainment: 0.9%      
        Nielsen Finance, LLC   Ba3   B+        
  3,820,680    
  Term Loan, 2.228%,
maturing August 09, 2013		  
 
   
3,618,731		    
  4,662,741       Term Loan, 3.978%, maturing May 02, 2016         4,540,344    
      8,159,075    
Other Telecommunications: 1.6%      
        Asurion Corporation   B1   B        
  4,239,375       Term Loan, 3.232%, maturing July 03, 2014         4,118,994    
        BCM Ireland Holdings, Ltd.   Ba3   BB-        
EUR 1,312,967    
  Term Loan, 2.293%,
maturing September 30, 2014		  
 
    1,637,584    
EUR 1,313,237    
  Term Loan, 2.543%,
maturing September 30, 2015		  
 
    1,637,920    
        Consolidated Communications, Inc.   B1   B+        
$ 1,000,000       Term Loan, 2.730%,        
   
        maturing December 31, 2014         955,625    
        (1 )   Hawaiian Telcom Communications, Inc.   NR   NR        
  2,876,710       Term Loan, 4.750%, maturing June 01, 2014         2,373,286    
        Kentucky Data Link, Inc.   B1   B-        
  2,729,338    
  Term Loan, 2.479%,
maturing February 26, 2014		  
 
   
2,603,106		    
        Time Warner Telecom Holdings, Inc.   Ba1   B+        
  564    
  Term Loan, 1.980%,
maturing January 07, 2013		  
 
   
552		    
        U.S. Telepacific Corporation   B1   CCC+        
  1,600,000    
  Term Loan, 9.250%,
maturing August 17, 2015		  
 
   
1,606,250		    
      14,933,317    
Personal & Nondurable Consumer Products: 2.2%      
        Advantage Sales & Marketing, Inc.   B1   B        
  3,522,151       Term Loan, 2.258%, maturing March 29, 2013         3,375,394    
        Bushnell, Inc.   Ba3   B-        
  1,690,355    
  Term Loan, 4.501%,
maturing August 24, 2013		  
 
   
1,567,804		    
        Fender Musical Instruments Corporation   B2   B+        
  1,149,167       Term Loan, 2.510%, maturing June 09, 2014         985,410    
  2,275,000       Term Loan, 2.510%, maturing June 09, 2014         1,950,813    
        Huish Detergents, Inc.   Ba2   BB        
  2,230,158       Term Loan, 2.010%, maturing April 26, 2014         2,154,890    
        Information Resources, Inc.   B1   B-        
  286,554       Term Loan, 2.007%, maturing May 16, 2014         275,808    
        Jarden Corporation   Ba1   BB+        
  662,629    
  Term Loan, 2.001%,
maturing January 24, 2012		  
 
   
658,650		    

 

See Accompanying Notes to Financial Statements
41


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Personal & Nondurable Consumer Products: (continued)      
$ 162,457       Term Loan, 2.001%,        
   
          maturing January 24, 2012       $ 160,528    
  1,435,361    
  Term Loan, 3.501%,
maturing January 26, 2015		  
 
   
1,437,149		    
        KIK Custom Products, Inc.   B3   CCC+        
  290,477       Term Loan, 2.500%, maturing June 02, 2014         252,230    
  1,694,447       Term Loan, 2.500%, maturing June 02, 2014         1,471,344    
        Mega Bloks, Inc.   Caa3   C        
  955,000       Term Loan, 9.750%, maturing July 26, 2012         619,158    
        Spectrum Brands, Inc.   B3   B-        
  105,417       Term Loan, 8.000%, maturing June 29, 2012         105,549    
  2,057,055       Term Loan, 8.001%, maturing June 29, 2012         2,059,626    
        Yankee Candle Company, Inc.   Ba3   BB-        
  2,802,838    
  Term Loan, 2.230%,
maturing February 06, 2014		  
 
   
2,701,235		    
      19,775,588    
Personal, Food & Miscellaneous: 2.0%      
        Acosta, Inc.   B1   B        
  3,375,397       Term Loan, 2.480%, maturing July 28, 2013         3,236,162    
        Arbys Restaurant Group, Inc.   Ba2   BB        
  2,396,104       Term Loan, 7.250%, maturing July 25, 2012         2,416,322    
        Culligan International Company   B3   B-        
  1,458,750    
  Term Loan, 2.480%,
maturing November 24, 2012		  
 
   
1,229,909		    
        N.E.W. Customer Services Companies, Inc.   B1   B+        
  4,343,974       Term Loan, 2.729%, maturing May 22, 2014         4,161,527    
        NPC International   Ba3   B+        
  1,105,946       Term Loan, 1.999%, maturing May 03, 2013         1,063,090    
        OSI Restaurant Partners, Inc.   B3   B+        
  511,156       Term Loan, 2.518%, maturing June 14, 2013         455,203    
  5,691,371       Term Loan, 2.563%, maturing June 14, 2014         5,068,370    
        Seminole Hard Rock Entertainment, Inc.   B1   BB        
  1,000,000       Floating Rate Note, maturing March 15, 2014         890,000    
      18,520,583    
Printing & Publishing: 9.4%      
        American Achievement Corporation   B1   B+        
  383,914       Term Loan, 6.258%, maturing March 25, 2011         364,718    
        Black Press, Ltd.   B1   B-        
  1,397,266       (3 )   Term Loan, 2.252%, maturing August 02, 2013         957,127    
  848,340       (3 )   Term Loan, 2.252%, maturing August 02, 2013         581,113    
        Caribe Information Investments, Inc.   B2   CCC+        
  2,716,058       Term Loan, 2.490%, maturing March 31, 2013         2,145,686    
        Cengage Learning, Inc.   B2   B+        
  6,761,184       Term Loan, 2.750%, maturing July 03, 2014         5,895,374    
        Cenveo Corporation   Ba2   BB        
  25,244       Term Loan, 4.753%, maturing June 21, 2013         25,287    
  1,539,970       Term Loan, 4.753%, maturing June 21, 2013         1,542,617    

 

See Accompanying Notes to Financial Statements
42


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Printing & Publishing: (continued)          
        (1 )   Dex Media East, LLC   B1   B+        
$ 2,679,379           Term Loan, 2.753%,        
   
              maturing October 24, 2014       $ 2,443,816    
        (1 )   Dex Media West, LLC   Ba3   B+        
  4,079,943      
    Term Loan, 7.500%,
maturing October 24, 2014		  
 
   
3,914,705		    
            Flint Group Holdings S.A.R.L.   NR   NR        
  353,279      
    Term Loan, 2.889%,
maturing December 31, 2014		  
 
   
340,325		    
  841,151      
    Term Loan, 2.889%,
maturing December 31, 2014		  
 
   
810,309		    
  2,333,333           Term Loan, 2.889%, maturing May 29, 2015         2,247,777    
EUR 666,667           Term Loan, 3.270%, maturing May 29, 2015         879,312    
$ 1,277,104           Term Loan, 2.889%,        
   
            maturing December 31, 2015         1,230,277    
            FM Mergerco, Inc.   B1   B        
  1,837,776       (2 )   Term Loan, 8.750%, maturing June 12, 2012         1,448,779    
            Hanley Wood, LLC   Caa1   CCC        
  2,667,925           Term Loan, 2.529%, maturing March 08, 2014         1,225,023    
            Intermedia Outdoor, Inc.   NR   NR        
  1,940,000      
    Term Loan, 3.251%,
maturing January 31, 2013		  
 
   
1,608,987		    
            Mediannuaire Holding   NR   NR        
EUR 1,771,848           Term Loan, 2.964%,
maturing October 10, 2014		  
 
    1,747,328    
EUR 1,771,635           Term Loan, 3.464%,
maturing October 09, 2015		  
 
    1,747,117    
            Merrill Communications, LLC   B1   CCC+        
$ 5,527,710           Term Loan, 3.238%,        
   
              maturing December 24, 2012         4,850,565    
            Nelson Education Ltd.   B1   B        
  4,887,500           Term Loan, 2.751%, maturing July 05, 2014         4,496,500    
            PagesJaunes Groupe, S.A.   NR   NR        
EUR 1,100,000           Term Loan, 1.923%,
maturing November 22, 2013		  
 
    1,320,818    
            PBL Media Finance Pty Ltd.   B1   NR        
AUD 24,331,191           Term Loan, 6.548%,
maturing February 05, 2013		  
 
    18,768,527    
        (1)     Prism Business Media Holdings/
Penton Media, Inc.		   NR   D        
$ 2,139,500           Term Loan, 2.497%,        
   
              maturing February 01, 2013         1,581,091    
            R.H. Donnelley Corporation   B1   B        
  4,244,619      
    Term Loan, 9.250%,
maturing October 24, 2014		  
 
   
4,184,486		    
            Source Media, Inc.   B2   B        
  3,442,466      
    Term Loan, 5.260%,
maturing November 08, 2011		  
 
   
3,253,131		    
            Springer Science + Business Media, S.A.   B1   B+        
  2,000,000           Term Loan, 6.751%, maturing June 17, 2016         1,996,666    

 

See Accompanying Notes to Financial Statements
43


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Printing & Publishing: (continued)      
        (1 )   SuperMedia, Inc.   B3   NR        
$ 10,991,096       (2 )   Term Loan, 11.000%,        
   
            maturing December 31, 2015       $ 10,074,032    
        (1 )   Tribune Company   NR   NR        
  1,491,225       (2 )   Term Loan, 5.250%, maturing June 04, 2014         914,440    
            Valassis Communications, Inc.   Ba2   BB-        
  493,026           Term Loan, 2.010%, maturing March 02, 2014         484,193    
  503,707           Term Loan, 2.010%, maturing March 02, 2014         494,682    
            Yell Group, PLC   NR   NR        
  1,690,294           Term Loan, 3.979%, maturing July 31, 2014         1,299,111    
      84,873,919    
Radio and TV Broadcasting: 5.8%      
        (1 )   Citadel Broadcasting Corporation   NR   D        
  4,608,208           Term Loan, 1.980%, maturing June 12, 2014         3,832,218    
            CMP KC, LLC   NR   NR        
  2,007,994       (2 )   Term Loan, 6.250%, maturing May 03, 2011         170,679    
            CMP Susquehanna Corporation   Caa3   CCC+        
  4,863,389           Term Loan, 2.250%, maturing May 05, 2013         3,873,996    
            Cumulus Media, Inc.   Caa1   B-        
  4,692,844           Term Loan, 4.229%, maturing June 11, 2014         4,056,377    
            FoxCo Acquisition, LLC   B2   B        
  1,113,931           Term Loan, 7.500%, maturing July 14, 2015         1,073,551    
            Local TV Finance, LLC   B3   B-        
  3,315,000           Term Loan, 2.260%, maturing May 07, 2013         2,889,576    
            Nexstar Broadcasting, Inc.   B1   B        
  2,607,419      
    Term Loan, 5.000%,
maturing October 01, 2012		  
 
   
2,537,887		    
  2,465,011      
    Term Loan, 5.004%,
maturing October 01, 2012		  
 
   
2,399,277		    
            ProSiebenSat.1 Media AG   NR   NR        
EUR 64,583           Term Loan, 2.411%, maturing July 02, 2014         76,841    
EUR 1,410,928           Term Loan, 2.411%, maturing July 02, 2014         1,678,715    
EUR 60,482           Term Loan, 2.536%, maturing July 03, 2015         72,820    
EUR 1,344,256           Term Loan, 2.536%, maturing July 03, 2015         1,618,485    
            Regent Broadcasting, LLC   Caa1   D        
$ 3,758,229       (2 )   Term Loan, 6.000%,        
   
              maturing November 21, 2013         3,006,583    
            Sinclair Television Group, Inc.   Ba2   NR        
  1,400,000      
    Term Loan, 6.500%,
maturing October 29, 2015		  
 
   
1,411,666		    
            Spanish Broadcasting Systems, Inc.   Caa3   CCC+        
  2,339,698           Term Loan, 2.010%, maturing June 11, 2012         2,000,442    
            Univision Communications, Inc.   B2   B-        
  25,263,682      
    Term Loan, 2.501%,
maturing September 29, 2014		  
 
   
21,864,933		    
      52,564,046    

 

See Accompanying Notes to Financial Statements
44


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Retail Stores: 6.8%      
        Amscan Holdings, Inc.   B1   B        
$ 2,061,700       Term Loan, 2.501%, maturing May 25, 2013       $ 1,968,924    
        CBR Fashion GmbH   NR   NR        
EUR 750,000       Term Loan, 2.543%, maturing April 20, 2015           935,593    
EUR 669,705       Term Loan, 2.793%, maturing April 19, 2016         835,428    
        Claires Stores, Inc.   Caa2   B-        
$ 4,467,326       Term Loan, 3.001%, maturing May 29, 2014         3,714,264    
        Dollar General Corporation   Ba3   BB        
  5,975,870       Term Loan, 2.990%, maturing July 07, 2014         5,813,607    
        Dollarama Group, L.P.   Ba1   BB-        
  2,972,482    
  Term Loan, 1.999%,
maturing November 18, 2011		  
 
   
2,942,757		    
        General Nutrition Centers, Inc.   B1   B        
  2,626,467    
  Term Loan, 2.500%,
maturing September 16, 2013		  
 
   
2,509,918		    
        Guitar Center, Inc.   B3   B-        
  5,055,000    
  Term Loan, 3.730%,
maturing October 09, 2014		  
 
   
4,503,161		    
        Harbor Freight Tools USA, Inc.   B1   B+        
  4,374,475       (3 )   Term Loan, maturing February 23, 2016         4,391,789    
        Michaels Stores, Inc.   B3   B        
  1,526,071    
  Term Loan, 2.519%,
maturing October 31, 2013		  
 
   
1,380,856		    
  2,053,746       Term Loan, 4.769%, maturing July 31, 2016         1,964,751    
        Neiman Marcus Group, Inc.   B3   BB-        
  6,140,986       Term Loan, 2.255%, maturing April 06, 2013         5,539,170    
        Petco Animal Supplies, Inc.   B1   B+        
  3,475,106    
  Term Loan, 2.488%,
maturing October 25, 2013		  
 
   
3,401,983		    
        Phones 4U Group, Ltd.   NR   NR        
GBP 337,877    
  Term Loan, 3.025%,
maturing September 22, 2014		  
 
    373,516    
GBP 323,150    
  Term Loan, 3.525%,
maturing September 22, 2015		  
 
    357,236    
        Pilot Travel Centers, LLC   Ba2   BBB-        
$ 1,100,000       (3 )   Term Loan, maturing November 24, 2015         1,109,720    
        Rite Aid Corporation   B3   B+        
  5,907,437       Term Loan, 1.980%, maturing June 04, 2014         5,279,771    
  1,389,962       Term Loan, 6.000%, maturing June 04, 2014         1,328,902    
  1,500,000       Term Loan, 9.500%, maturing June 10, 2015         1,564,125    
  500,000       Term Loan, 9.500%, maturing June 10, 2015         521,375    
        Sally Holding, LLC   B1   BB        
  2,567,841    
  Term Loan, 2.480%,
maturing November 15, 2013		  
 
   
2,529,783		    
        Toys "R" Us, Inc.   B1   BB-        
  4,368,159       Term Loan, 4.479%, maturing July 19, 2012         4,369,968    
        Vivarte, S.A.S.   NR   NR        
EUR 1,924,280       Term Loan, 2.423%, maturing March 09, 2015         2,211,755    
EUR 1,924,280       Term Loan, 2.923%, maturing March 08, 2016         2,211,755    
      61,760,107    

 

See Accompanying Notes to Financial Statements
45


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Telecommunications Equipment: 1.5%      
        CommScope, Inc.   Ba2   BB        
$ 624,698       Term Loan, 2.746%,        
   
          maturing December 26, 2014       $ 617,893    
        Macquarie UK Broadcast Ventures, Ltd.   NR   NR        
GBP 5,357,312    
  Term Loan, 2.541%,
maturing March 10, 2014		  
 
    6,725,663    
        Sorenson Communications, Inc.   Ba2   B+        
$ 2,696,708       Term Loan, 6.000%,        
   
          maturing August 16, 2013         2,617,492    
        TDF, S.A.   NR   NR        
EUR 1,500,000    
  Term Loan, 2.418%,
maturing January 30, 2015		  
 
    1,739,821    
EUR 1,500,000    
  Term Loan, 2.668%,
maturing January 29, 2016		  
 
    1,739,821    
      13,440,690    
Utilities: 5.7%      
        Boston Generating, LLC   Caa2   CCC+        
$ 563,319         Revolver, 2.533%,        
   
          maturing December 20, 2013         455,115    
  790,656    
  Term Loan, 2.501%,
maturing December 20, 2013		  
 
   
638,784		    
  793,458    
  Term Loan, 2.533%,
maturing December 20, 2013		  
 
   
641,048		    
        Calpine Corporation   B2   B+        
  10,549,855       (3 )   Term Loan, 3.135%, maturing March 29, 2014         9,943,871    
        Coleto Creek WLE, L.P.   B1   B+        
  2,342,427       Term Loan, 2.996%, maturing June 28, 2013         2,130,145    
  437,602       Term Loan, 3.001%, maturing June 28, 2013         397,944    
        FirstLight Power Resources, Inc.   B1   B+        
  2,269,643    
  Term Loan, 2.750%,
maturing November 01, 2013		  
 
   
2,134,599		    
  558,045    
  Term Loan, 2.813%,
maturing November 01, 2013		  
 
   
524,841		    
        FirstLight Power Resources, Inc.   B3   CCC+        
  610,514       Term Loan, 4.813%, maturing May 01, 2014         565,743    
        Great Point Power, LLC   Ba1   BB+        
  1,000,000       (3 )   Term Loan, maturing December 26, 2016         1,017,500    
        Infrastrux Group, Inc.   B2   B        
  3,986,004    
  Term Loan, 8.000%,
maturing November 05, 2012		  
 
   
3,617,299		    
        MACH Gen, LLC   Ba3   BB-        
  258,928    
  Term Loan, 2.251%,
maturing February 22, 2013		  
 
   
241,321		    
        NRG Energy, Inc.   Baa3   BB+        
  2,161,075    
  Term Loan, 2.001%,
maturing February 01, 2013		  
 
   
2,093,418		    

 

See Accompanying Notes to Financial Statements
46


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

            Bank Loan
Ratings†
(Unaudited)		   Market  
Principal Amount       Borrower/Tranche Description   Moody's   S&P   Value  
Utilities: (continued)      
 
      Texas Competitive Electric
Holdings Company, LLC		  
B1		  
B+		    
   
$ 6,990,000       Term Loan, 3.729%,        
   
          maturing October 10, 2014       $ 5,577,440    
  6,702,048    
  Term Loan, 3.729%,
maturing October 10, 2014		  
 
   
5,415,677		    
  2,897,979    
  Term Loan, 3.729%,
maturing October 10, 2014		  
 
   
2,343,378		    
  7,152,448    
  Term Loan, 3.729%,
maturing October 10, 2014		  
 
   
5,753,658		    
        TPF Generation Holdings, LLC   Ba3   BB        
  1,164,934       Revolver, 2.251%,
maturing December 15, 2011		  
 
   
1,129,743		    
  1,311,970    
  Term Loan, 2.229%,
maturing December 15, 2013		  
 
   
1,272,338		    
  1,284,619    
  Term Loan, 2.251%,
maturing December 15, 2013		  
 
   
1,245,814		    
        TPF Generation Holdings, LLC   B3   B+        
  2,000,000    
  Term Loan, 4.483%,
maturing December 15, 2014		  
 
   
1,772,500		    
        Viridian Group, PLC   NR   NR        
EUR 1,310,694    
  Term Loan, 4.919%,
maturing October 24, 2012		  
 
    1,490,724    
GBP 1,320,000    
  Term Loan, 5.042%,
maturing October 24, 2012		  
 
    1,663,862    
      52,066,762    
    Total Senior Loans
(Cost $1,066,271,855)		             990,345,324    
Other Corporate Debt: 0.4%      
Diversified / Conglomerate Manufacturing: 0.4%      
        Flextronics International, Ltd.   Ba1   BB+        
$ 1,903,938       Unsecured Term Loan, 2.490%,        
   
          maturing October 01, 2014         1,807,155    
  2,259,127    
  Unsecured Term Loan, 2.501%,
maturing October 01, 2014		  
 
   
2,144,289		    
Cargo Transport: 0.0%      
        US Shipping Partners, L.P.   NR   NR        
  297,646    
  Subordinated Loan, 2.500%,
maturing August 07, 2013		  
 
   
93,015		    
    Total Other Corporate Debt
(Cost $4,358,408)		             4,044,459    

 

See Accompanying Notes to Financial Statements
47


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

Equities and Other Assets: 0.7%  
    Description
  Market
Value USD		  
(@), (R)   Ascend Media (Residual Interest)           —    
(@), (R)   Decision One Corporation (417,344 Common Shares)           —    
(@), (R)   Ferretti SPA (Warrants for 0.161% Participation Interest)           —    
(1), (@), (R)   Gainey Corporation (Residual Interest)           —    
(1), (@), (R)   Idearc - Supermedia (48,369 Common Shares)           2,031,498    
(1), (@), (R)   ION Media Networks (10,374 Common Shares)           2,269,313    
(1), (@), (R)   Reader's Digest (83,830 Common Shares)           1,574,327    
(@), (R)   Safelite Realty Corporation (30,003 Common Shares)           158,416    
(@), (R)   US Shipping Partners, L.P. (19,404 Common Shares)           —    
    Total for Equities and Other Assets
(Cost $4,139,175)		             6,033,554    
    Total Investments
(Cost $1,074,769,438)**		     110.4 %   $ 1,000,423,337    
    Other Assets and Liabilities — Net     (10.4 )     (94,119,820 )  
    Net Assets     100.0 %   $ 906,223,517    

 

  *  Senior Loans, while exempt from registration under the Securities Act of 1933, as amended, contain certain restrictions on resale and cannot be sold publicly. These senior loans bear interest (unless otherwise noted) at rates that float periodically at a margin above the London Inter-Bank Offered Rate ("LIBOR") and other short-term rates.

  †  Bank Loans rated below Baa by Moody's Investor Services, Inc. are considered to be below investment grade.

  (1)  The borrower filed for protection under Chapter 11 of the U.S. Federal Bankruptcy code.

  (2)  Loan is on non-accrual basis.

  (3)  Trade pending settlement. Contract rates do not take effect until settlement date.

  (@)  Non-income producing security.

  (R)  Restricted security.

  AUD  Australian Dollar

  EUR  Euro

  GBP  British Pound Sterling

  SEK  Swedish Kronor

  **  For Federal Income Tax purposes cost of investments is $1,075,657,021.

    Net unrealized depreciation consists of the following:

Gross Unrealized Appreciation   $ 9,079,216    
Gross Unrealized Depreciation     (84,312,900 )  
Net Unrealized Depreciation   $ (75,233,684 )  

 

See Accompanying Notes to Financial Statements
48


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of February 28, 2010 in valuing the Fund's assets and liabilities:

    Quoted Prices in
Active Markets
for Identical
Investments
(Level 1)		   Significant Other
Observable
Inputs
(Level 2)		   Significant
Unobservable
Inputs
(Level 3)		   Fair Value
at
2/28/10		  
Asset Table
Investments, at value		  
Senior Loans   $ —     $ 969,681,324     $ 20,664,000     $ 990,345,324    
Other Corporate Debt     —       4,044,459       —       4,044,459    
Equities and Other Assets     —       —       6,033,554       6,033,554    
Total Investments, at value   $ —     $ 973,725,783     $ 26,697,554     $ 1,000,423,337    
Other Financial Instruments+  
Forward foreign currency contracts     —       1,574,915       —       1,574,915    
Total Assets   $ —     $ 975,300,698     $ 26,697,554     $ 1,001,998,252    
Liabilities Table
Other Financial Instruments+		  
Forward foreign currency contracts   $ —     $ (63,977 )   $ —     $ (63,977 )  
Unfunded Commitments     —       (1,547,935 )     —       (1,547,935 )  
Total Liabilities   $ —     $ (1,611,912 )   $ —     $ (1,611,912 )  

 

The following is a reconciliation of the fair valuations using significant unobservable inputs (Level 3) for the Fund's assets and liabilities during the year ended February 28, 2010:

    Beginning
Balance
at 02/28/09		   Purchases   Sales   Accrued
Discounts/
(Premiums)		   Total
Realized
Gain/(Loss)		   Total
Unrealized
Appreciation/
(Depreciation)		  
Senior Loans   $ 29,258,547     $ —     $ (504,813 )   $ 1,352,039     $ (27,091,870 )   $ 17,650,097    
Equities and
Other Assets		     240,024       3,843,640       —       —       (10,046 )     1,959,936    
Total   $ 29,498,571     $ 3,843,640     $ (504,813 )   $ 1,352,039     $ (27,101,916 )   $ 19,610,033    

 

    Transfers
Into
Level 3		   Transfers
Out of
Level 3		   Ending
Balance
at 2/28/10		  
Senior Loans   $ —     $ —     $ 20,664,000    
Equities and
Other Assets		     —       —       6,033,554    
Total   $ —     $ —     $ 26,697,554    

 

As of February 28, 2010, total change in unrealized gain (loss) on Level 3 securities still held at year end and included in the change in net assets was $10,313,890.

  ^  See Note 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

  +  Other Financial Instruments are securities or derivatives not reflected in the Portfolio of Investments and may include open forward foreign currency contracts, futures, swaps,

See Accompanying Notes to Financial Statements
49


ING Senior Income Fund

PORTFOLIO OF INVESTMENTS as of February 28, 2010 (continued)

unfunded committments and written options. Forward foreign currency contracts, futures and unfunded commitments are reported at their unrealized gain/loss at measurement date which represents the amount due to/from the Fund. Swaps and written options are reported at their market value at measurement date.

Transfers in or out of Level 3 represents either the beginning value (for transfer in), or the ending value (for transfers out) of any security or derivative instrument where a change in the pricing level occurred fom the beginning to the end of the period.

At February 28, 2010 the following forward foreign currency contracts were outstanding for ING Senior Income Fund:

Currency   Buy/Sell   Settlement
Date		   In Exchange
For		   Unrealized
Value		   Appreciation/
(Depreciation)		  
Australian Dollar
AUD 21,324,000		   Sell   05/28/10   $ 18,998,404     $ 18,951,114     $ 47,290    
British Pound Sterling
GBP 7,939,000		   Sell   03/31/10     12,365,593       12,102,948       262,645    
British Pound Sterling
GBP 1,772,000		   Sell   04/30/10     2,910,405       2,700,848       209,557    
Euro
EUR 43,998,000		   Sell   03/31/10     60,752,764       59,927,164       825,600    
Euro
EUR 5,000,000		   Sell   04/30/10     7,039,800       6,809,977       229,823    
Euro
EUR 5,393,000		   Sell   05/28/10     7,334,318       7,344,857       (10,539 )  
Sweden Kronor
SEK 23,413,000		   Sell   03/31/10     3,234,954       3,288,392       (53,438 )  
    $ 112,636,238     $ 111,125,300     $ 1,510,938    

 

See Accompanying Notes to Financial Statements
50



ING Senior Income Fund

TAX INFORMATION (Unaudited)

Dividends paid during the year ended February 28, 2010 were as follows:

Class   Type   Per Share
Amount		  
Class A   NII   $ 0.6483    
Class B   NII   $ 0.5943    
Class C   NII   $ 0.5943    
Class I   NII   $ 0.6483    
Class W   NII   $ 0.6483    

 

NII - Net investment income

Pursuant to Internal Revenue Code Section 871(k)(1), the Fund designates 78.97% of net investment income distributions as interest-related dividends.

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.


51


ING Senior Income Fund

TRUSTEE AND OFFICER INFORMATION (Unaudited)

The business and affairs of the Trust are managed under the direction of the Trust's Board. A Trustee who is not an interested person of the Trust, as defined in the 1940 Act, is an independent trustee ("Independent Trustee"). The Trustees and Officers of the Trust are listed below. The Statement of Additional Information includes additional information about trustees of the Trust and is available, without charge, upon request at (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(2) 		   Other
Directorships/
Trusteeships
held by
Trustee		  
Independent Trustees:  
Colleen D. Baldwin
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 49		   Trustee   November
2007 - Present		   Consultant, Glantuam Partners, LLC (January 2009 - Present); President, National Charity League/Canaan Parish Board (April 2005 - March 2009) and Consultant (January 2005 - Present).     136     None.  
John V. Boyer(4)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 56		   Trustee   January
2005 - Present		   President and Chief Executive Officer, Bechtler Arts Foundation (January 2008 - Present). Formerly, Consultant (July 2007 - February 2008); President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - July 2007); and Executive Director, The Mark Twain House & Museum (September 1989 - March 2006).     136     None.  
Patricia W. Chadwick
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 61		   Trustee   January
2006 - Present		   Consultant and President, Ravengate Partners LLC (January 2000 - Present).     136     Wisconsin Energy Corporation (June 2006 - Present) and The Royce Fund (2009 - Present).  
Peter S. Drotch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 68		   Trustee   November
2007 - Present		   Retired partner, PricewaterhouseCoopers, LLP.     136     First Marblehead Corporation (September 2003 - Present).  
J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 64		   Trustee   February
2002 - Present		   Retired. Formerly, President and Chief Executive Officer, Bankers Trust Company, N.A., Des Moines (June 1992 - December 2008).     136     None.  
Patrick W. Kenny
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 67		   Trustee   January
2005 - Present		   Retired. Formerly, President and Chief Executive Officer, International Insurance Society (June 2001 - June 2009).     136     Assured Guaranty Ltd. (April 2004 - Present).  
Sheryl K. Pressler
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 59		   Trustee   January
2006 - Present		   Consultant (May 2001 - Present).     136     Centerra Gold (May 2008 - Present) and Stillwater Mining Company (May 2002 - Present).  
Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 64		   Chairman/ Trustee   February
2002 - Present		   President, Springwell Corporation (March 1989 - Present).     136     UGI Corporation (February 2006 - Present) and UGI Utilities, Inc. (February 2006 - Present).  

 


52


ING Senior Income Fund

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(2) 		   Other
Directorships/
Trusteeships
held by
Trustee		  
Trustees who are "Interested Persons:"  
Robert W. Crispin(5)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63		   Trustee   November
2007 - Present		   Retired. Chairman and Chief Executive Officer, ING Investment Management Co. (July 2001 - December 2007).     136     Intact Financial Corporation (December 2004 - Present).  
Shaun P. Mathews(3)(5)
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54		   Trustee   November
2007 - Present		   President and Chief Executive Officer, ING Investments, LLC(6) (November 2006 - Present). Formerly, Head of ING Mutual Funds and Investment Products (November 2004 - November 2006).     178     ING Retirement Holdings, Inc. (September 1998 - Present); ING Services Holding Company, Inc. (May 2000 - Present);ING Financial Advisers, LLC(8) (April 2002 - Present); Southland Life Insurance Company (June 2002 - Present); and ING Capital Corporation, LLC and ING Funds Distributor, LLC(7) (December 2005 - Present); ING Funds Services, LLC, ING Investments, LLC and ING Pilgrim Funding, Inc. (March 2006 - Present); and Directed Services, LLC (December 2006 - Present).  

 

(1)  The Board is divided into three classes, with the term of one class expiring at each annual meeting of the Fund. At each annual meeting, one class of Trustees is elected to a three-year term and serves until their successors are duly elected and qualified. The tenure of each Trustee is subject to the Board's retirement policy, which states that each duly elected or appointed Trustee who is not an "interested person" of the Fund, as defined in the Investment Company Act of 1940, as amended ("1940 Act") ("Independent Trustees"), shall retire from service as a Trustee at the conclusion of the first regularly scheduled meeting of the Board that is held after the Trustee reaches the age of 72. A unanimous vote of the Board may extend the retirement date of a Trustee for up to one year. An extension may be permitted if the retirement would trigger a requirement to hold a meeting of shareholders of the Fund under applicable law, whether for purposes of appointing a successor to the Trustee or if otherwise necessary under applicable law, in which case the extension would apply until such time as the shareholder meeting can be held or is no longer needed.

(2)  For the purposes of this table (except for Mr. Mathews),"Fund Complex" means the following investment companies: ING Asia Pacific High Dividend Equity Income Fund, ING Equity Trust; ING Funds Trust; ING Global Equity Dividend and Premium Opportunity Fund; ING Global Advantage and Premium Opportunity Fund; ING Infrastructure, Industrials, and Materials Fund; ING International High Dividend Equity Income Fund; ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Partners, Inc.; ING Prime Rate Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING Separate Portfolios Trust; ING Variable Insurance Trust; and ING Variable Products Trust.

(3)  For Mr. Mathews, the Fund Complex also includes the following investment companies: ING Series Fund, Inc.; ING Strategic Allocation Portfolios, Inc.; ING Variable Funds; ING Variable Portfolios, Inc.; ING Balanced Portfolio, Inc.; ING Intermediate Bond Portfolio; and ING Money Market Portfolio.

(4)  Mr. Boyer held a seat on the Board of Directors of The Mark Twain House & Museum from September 1989 to November 2005. ING Groep N.V. makes non-material, charitable contributions to The Mark Twain House & Museum.

(5)  Messrs. Mathews and Crispin are deemed to be "interested persons" of the Fund as defined in the 1940 Act because of their relationship with ING Groep, N.V., the parent corporation of the Manager, ING Investment Manager.

(6)  ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the successor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

(7)  ING Funds Distributor, LLC is the successor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.

(8)  ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the successor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.


53


ING Senior Income Fund

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:  
Shaun P. Mathews(5)
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54		   President and Chief Executive Officer   November 2006 - Present   President and Chief Executive Officer, ING Investments, LLC (November 2006 - Present). Formerly, President, ING Mutual Funds and Investment Products (November 2004 - November 2006).  
Michael J. Roland
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51		   Executive Vice President   February 2002 - Present   Executive Vice President and Chief Operating Officer, ING Investments, LLC(2) and ING Funds Services, LLC(3) (January 2007 - Present). Formerly, Executive Vice President, Head of Product Management (January 2005 - January 2007); Chief Compliance Officer, ING Investments, LLC(2) and Directed Services LLC(6) (October 2004 - December 2005).  
Stanley D. Vyner
230 Park Avenue
New York, New York 10169
Age: 59		   Executive Vice President and Chief Investment Risk Officer   August 2003 - Present
September 2009 - Present		   Executive Vice President, ING Investments, LLC(2) (July 2000 - Present) and Chief Investment Risk Officer, ING Investments, LLC(2) (January 2003 - Present).  
Joseph M. O'Donnell
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 55		   Executive Vice President and Chief Compliance Officer   March 2006 - Present
November 2004 - Present		   Chief Compliance Officer of the ING Funds (November 2004 - Present); Executive Vice President of the ING Funds (March 2006 - Present); Chief Compliance Officer of ING Investments, LLC(2) (March 2006 - July 2008 and October 2009 - Present); and Investment Advisor Chief Compliance Officer, Directed Services LLC(6) (March 2006 - July 2008 and October 2009 - Present). Formerly, Investment Advisor Chief Compliance Officer, ING Life Insurance and Annuity Company (March 2006 - December 2006).  
Todd Modic
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 42		   Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary   March 2005 - Present   Senior Vice President, ING Funds Services, LLC(3) (March 2005 - Present).  
Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45		   Senior Vice President   November 2003 - Present   Senior Vice President, ING Investments, LLC(2) (June 1995 - Present).  
Robert Terris
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 39		   Senior Vice President   May 2006 - Present   Senior Vice President, Head of Division Operations, ING Funds Services, LLC(3) (May 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC(3) (October 2001 - May 2006).  
Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 42		   Vice President   January 2001 - Present   Vice President and Treasurer, ING Funds Services, LLC(3) (November 1995 - Present) and ING Investments, LLC(2) (August 1997 - Present).  
Lauren D. Bensinger
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 56		   Vice President   August 2003 - Present   Vice President and Chief Compliance Officer, ING Funds Distributor, LLC(4) (August 1995 - Present); Vice President, ING Investments, LLC(2) and ING Funds Services, LLC(3) (February 1996 - Present); and Director of Compliance, ING Investments, LLC(2) (October 2004 - Present).  

 


54


ING Senior Income Fund

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		  
William Evans
10 State House Square Hartford,
Connecticut 06103
Age: 37		   Vice President   September 2007 - Present   Vice President, Head of Mutual Fund Advisory Group (April 2007 - Present). Formerly, Vice President, U.S. Mutual Funds and Investment Products (May 2005 - April 2007) and Senior Fund Analyst, U.S. Mutual Funds and Investment Products (May 2002 - May 2005).  
Maria M. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51		   Vice President   September 2004 - Present   Vice President, ING Funds Services, LLC(3) (September 2004 - Present).  
Denise Lewis
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 46		   Vice President   January 2007 - Present   Vice President, ING Funds Services, LLC (December 2006 - Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 - December 2006).  
Kimberly K. Springer
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52		   Vice President   March 2006 - Present   Vice President, ING Funds Services, LLC(3) (March 2006 - Present) and Managing Paralegal Registration Statements (June 2003 - Present). Formerly, Assistant Vice President, ING Funds Services, LLC(3) (August 2004 - March 2006).  
Craig Wheeler
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 40		   Assistant Vice President   May 2008 - Present   Assistant Vice President - Director of Tax, ING Funds Services (March 2008 - Present). Formerly, Tax Manager, ING Funds Services (March 2005 - March 2008).  
Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 46		   Secretary   August 2003 - Present   Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present).  
Theresa K. Kelety
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 47		   Assistant Secretary   August 2003 - Present   Senior Counsel, ING Americas, U.S. Legal Services (April 2008 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (April 2003 - April 2008).  
Kathleen Nichols
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 34		   Assistant Secretary   May 2008 - Present   Counsel, ING Americas, U.S. Legal Services (February 2008 - Present). Formerly, Associate, Ropes & Gray LLP (September 2005 - February 2008)  
Daniel A. Norman
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 52		   Senior Vice President and Treasurer   January 2001 - Present   Senior Vice President and Senior Portfolio Manager in the ING Investment Management Co. (November 1999 - Present).  
Jeffrey A. Bakalar
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 50		   Senior Vice President   January 2001 - Present   Senior Vice President in the ING Investment Management Co. (January 2000 - Present).  
Elliot A. Rosen
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 56		   Senior Vice President   May 2002 - Present   Senior Vice President, ING Investment Management Co. (February 1999 - Present).  
William H. Rivoir III
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 59		   Senior Vice President and Assistant Secretary   January 2001 - Present   Senior Vice President in the ING Investment Management Co. (January 2004 - Present).  

 


55


ING Senior Income Fund

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		  
Curtis F. Lee
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 55		   Senior Vice President and Chief Credit Officer   February 2001 - Present   Senior Vice President and Chief Credit Officer, ING Investment Management Co. (January 2001 - Present).  

 

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

(2)  ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the successor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

(3)  ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the successor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.

(4)  ING Funds Distributor, LLC is the successor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.

(5)  Mr. Mathews commenced services as CEO and President of the ING Funds on November 11, 2006.

(6)  Directed Services LLC is the successor in interest to Directed Services, Inc.


56


ING Senior Income Fund

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited)

BOARD CONSIDERATION AND RE-APPROVAL OF INVESTMENT ADVISORY AND SUB-ADVISORY CONTRACTS

Section 15(c) of the Investment Company Act of 1940, as amended (the "1940 Act") provides that, after an initial period, ING Senior Income Fund's (the "Fund") existing investment advisory and sub-advisory contracts will remain in effect only if the Board of Trustees (the "Board") of the Fund, including a majority of Board members who have no direct or indirect interest in the advisory and sub-advisory contracts, and who are not "interested persons" of the Fund, as such term is defined under the 1940 Act (the "Independent Trustees"), annually review and approve them. Thus, at a meeting held on November 12, 2009, the Board, including a majority of the Independent Trustees, considered whether to renew the investment advisory contract (the "Advisory Contract") between ING Investments, LLC (the "Adviser") and the sub-advisory contract ("Sub-Advisory Contract") with ING Investment Management Co. (the "Sub-Adviser").

The Independent Trustees also held separate meetings on October 13 and November 10, 2009 to consider the renewal of the Advisory Contract and Sub-Advisory Contract. As a result, subsequent references herein to factors considered and determinations made by the Independent Trustees include, as applicable, factors considered and determinations made on those earlier dates by the Independent Trustees.

At its November 12, 2009 meeting, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund. In reaching these decisions, the Board took into account information furnished to it throughout the year at regular meetings of the Board and the Board's committees, as well as information prepared specifically in connection with the annual renewal process. Determinations by the Independent Trustees also took into account various factors that they believed, in light of the legal advice furnished to them by K&L Gates LLP ("K&L Gates"), their independent legal counsel, and their own business judgment, to be relevant. Further, while the Advisory Contract and Sub-Advisory Contract were considered at the same Board meeting, the Trustees considered the Fund's advisory and sub-advisory relationships separately.

Provided below is an overview of the Board's contract approval process in general, as well as a discussion of certain specific factors that the Board considered at its renewal meeting. While the Board gave its attention to the information furnished, at its request, that was most relevant to its considerations, discussed below are a number of the primary factors relevant to the Board's consideration as to whether to renew the Advisory and Sub-Advisory Contracts for the one-year period ending November 30, 2010. Each Board member may have accorded different weight to the various factors in reaching his or her conclusions with respect to the Fund's advisory and sub-advisory arrangements.

Overview of the Contract Renewal and Approval Process

Several years ago, the Independent Trustees instituted a revised process by which they seek and consider relevant information when they decide whether to approve new or existing advisory and sub-advisory arrangements for the investment companies in the ING Funds complex under their jurisdiction, including the Fund's existing Advisory and Sub-Advisory Contracts. Among other actions, the Independent Trustees: retained the services of independent consultants with experience in the mutual fund industry to assist the Independent Trustees in working with the personnel employed by the Adviser or its affiliates who administer the Fund ("Management") to identify the types of information presented to the Board to inform its deliberations with respect to advisory and sub-advisory relationships and to help evaluate that information; established a specific format in which certain requested information is provided to the Board; and determined the process for reviewing such information in connection with advisory and sub-advisory contract renewals and approvals. The end


57


ING Senior Income Fund

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

result was an enhanced process which is currently employed by the Independent Trustees to review and analyze information in connection with their annual renewal of the ING Funds' advisory and sub-advisory contracts, as well as their review and approval of new advisory relationships.

Since the current renewal and approval process was first implemented, the Board's membership has changed substantially through periodic retirements of some Trustees and the appointment and election of new Trustees. In addition, throughout this period the Independent Trustees have reviewed and refined the renewal and approval process at least annually. The Board also established a Contracts Committee and two Investment Review Committees ("IRCs"), including the International/Balanced/Fixed Income Funds Investment Review Committee (the "I/B/F IRC"). Among other matters, the Contracts Committee provides oversight with respect to the contracts renewal process, and the Fund is assigned to the I/B/F IRC, which provides oversight regarding, among other matters, investment performance.

The type and format of the information provided to the Board or to legal counsel for the Independent Trustees in connection with the contract approval and renewal process has been codified in the ING Funds 15(c) Methodology Guide. This Guide was developed under the direction of the Independent Trustees and sets out a blueprint pursuant to which the Independent Trustees request certain information that they deem important to facilitate an informed review in connection with initial and annual approvals of advisory and sub-advisory contracts.

Management provides certain of the information requested by the 15(c) Methodology Guide in Fund Analysis and Comparison Tables ("FACT sheets") prior to the Independent Trustees' review of advisory and sub-advisory arrangements (including the Fund's Advisory and Sub-Advisory Contracts). The Independent Trustees previously retained an independent firm to verify and test the accuracy of certain FACT sheet data for a representative sample of funds in the ING Funds complex. In addition, in 2007, 2008 and 2009, the Contracts Committee employed the services of an independent consultant to assist in its review and analysis of, among other matters, the 15(c) Methodology Guide, the content and format of the FACT sheets, and proposed Selected Peer Group of investment companies ("SPG") to be used by the Fund for certain comparison purposes during the renewal process.

As part of an ongoing process, the Contracts Committee recommends or considers recommendations from Management for refinements to the 15(c) Methodology Guide and other aspects of the review process, and the Board's IRCs, including the I/B/F IRC, review benchmarks used to assess the performance of the funds in the ING Funds complex. The IRCs may apply a heightened level of scrutiny in cases where performance has lagged an ING Fund's relevant benchmark and/or SPG.

The Board employed its process for reviewing contracts when considering the renewals of the Fund's Advisory and Sub-Advisory Contracts that would be effective through November 30, 2010. Set forth below is a discussion of many of the Board's primary considerations and conclusions resulting from this process.

Nature, Extent and Quality of Service

In determining whether to approve the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2010, the Independent Trustees received and evaluated such information as they deemed necessary regarding the nature, extent and quality of services provided to the Fund by the Adviser and Sub-Adviser. This included information regarding the Adviser and Sub-Adviser provided throughout the year at regular meetings of the Board and its committees, as well as information furnished in connection with the contract renewal meetings.

The materials requested by and provided to the Board and/or to K&L Gates prior to the November 12, 2009 Board meeting included,


58


ING Senior Income Fund

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

among other information, the following items for the Fund: (1) FACT sheets that provided information regarding the performance and expenses of the Fund and other similarly managed funds in its SPG, as well as information regarding the Fund's investment portfolio, objective and strategies; (2) reports providing risk and attribution analyses of the Fund; (3) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which the Fund's benchmark and SPG were selected and how profitability was determined; (4) responses from the Adviser and Sub-Adviser to a series of questions posed by K&L Gates on behalf of the Trustees; (5) copies of the forms of Advisory Contract and Sub-Advisory Contract; (6) copies of the Forms ADV for the Adviser and Sub-Adviser; (7) financial statements for the Adviser and Sub-Adviser; (8) a draft of a narrative summary addressing key factors the Board customarily considers in evaluating the renewals of the ING Funds' (including the Fund's) advisory contracts and sub-advisory contract, including a written analysis for the Fund of how performance, fees and expenses compare to its SPG and designated benchmark; (9) independent analyses of Fund performance by the Fund's Chief Investment Risk Officer; (10) information regarding net asset flows into and out of the Fund; and (11) other information relevant to the Board's evaluations.

The Fund's Class A shares were used for purposes of certain comparisons to the funds in its SPG. Class A shares were selected so that the Fund share class with the longest performance history was compared to the analogous class of shares for each SPG fund. The mutual funds included in the Fund's SPG were selected based upon criteria designed to mirror the Fund share class being compared to the SPG.

In arriving at its conclusions with respect to the Advisory Contract, the Board was mindful of the "manager-of-managers" platform of the ING Funds that has been developed by Management. The Board also considered the techniques that the Adviser has developed, at the Board's direction, to screen and perform due diligence on the sub-advisers that are recommended to the Board to manage the investment portfolios of the funds in the ING Funds complex. The Board noted the resources that the Adviser has committed to the Board and the I/B/F IRC to assist the Board and the I/B/F IRC with their assessment of the investment performance of the funds in the ING Funds complex (including the Fund) on an ongoing basis throughout the year. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board and who have developed attribution analyses and other metrics used by the Board's IRCs to analyze the key factors underlying investment performance for the funds in the ING Funds complex. The Board also noted the techniques used by the Adviser to monitor the performance of the Sub-Adviser.

In considering the Fund's Advisory Contract, the Board also considered the extent of benefits provided to the Fund's shareholders, beyond advisory services, from being part of the ING family of funds. The Board also took into account the Adviser's efforts in recent years to reduce the expenses of the ING Funds through renegotiated arrangements with the ING Funds' service providers. In addition, the Board considered the efforts of the Adviser and the expenses that it incurred in recent years to help make the ING Funds complex more efficient by combinations of similar funds.

Further, the Board received periodic reports showing that the investment policies and restrictions for the Fund were consistently complied with and other periodic reports covering matters such as compliance by Adviser and Sub-Adviser personnel with codes of ethics. The Board considered reports from the Fund's Chief Compliance Officer ("CCO") evaluating whether the regulatory compliance systems and procedures of the Adviser and Sub-Adviser are reasonably designed to assure compliance with the federal securities laws, including those related to, among others, late trading and market timing, best execution, fair


59


ING Senior Income Fund

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

value pricing, proxy voting and trade allocation practices. The Board also took into account the CCO's annual and periodic reports and recommendations with respect to service provider compliance programs. In this regard, the Board also considered the policies and procedures developed by the CCO in consultation with the Board's Compliance Committee that guide the CCO's compliance oversight function.

The Board reviewed the level of staffing, quality and experience of the Fund's portfolio management team. The Board took into account the respective resources and reputations of the Adviser and Sub-Adviser, and evaluated the ability of the Adviser and Sub-Adviser to attract and retain qualified investment advisory personnel. The Board also considered the adequacy of the resources committed to the Fund (and other relevant funds in the ING Funds complex) by the Adviser and Sub-Adviser, and whether those resources are commensurate with the needs of the Fund and are sufficient to sustain appropriate levels of performance and compliance needs. In this regard, the Board considered the financial stability of the Adviser and Sub-Adviser.

Based on their deliberations and the materials presented to them, the Board concluded that the advisory and related services provided by the Adviser and Sub-Adviser are appropriate in light of the Fund's operations, the competitive landscape of the investment company business, and investor needs, and that the nature and quality of the overall services provided by the Adviser and Sub-Adviser were appropriate.

Fund Performance

In assessing the advisory and sub-advisory relationships, the Board placed emphasis on the net investment returns of the Fund. While the Board considered the performance reports and discussions with portfolio managers at Board and committee meetings during the year, particular attention in assessing performance was given to the FACT sheets furnished in connection with the renewal process. The FACT sheet prepared for the Fund included its investment performance compared to the Fund's Morningstar category median, Lipper category median, SPG and primary benchmark. The FACT sheet performance data was as of June 30, 2009. In addition, the Board also considered at its November 12, 2009 meeting certain additional data regarding performance and the Fund's asset level as of September 30, 2009.

The Fund's performance was compared to its Morningstar category median and its primary benchmark, a broad-based securities market index that appears in the Fund's prospectus. With respect to Morningstar quintile rankings, the first quintile represents the highest (best) performance and the fifth quintile represents the lowest performance.

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for the Fund, the Board considered that, based on performance data for the periods ended June 30, 2009: (1) the Fund underperformed its Morningstar category median for all periods presented, with the exception of the most recent calendar quarter and year-to-date periods, during which it outperformed; (2) the Fund underperformed its primary benchmark for all periods presented, with the exception of the most recent calendar quarter and year-to-date periods, during which it outperformed; and (3) the Fund is ranked in the first (highest) quintile of its Morningstar category for the most recent calendar quarter and year-to-date periods, the fourth quintile for the three-year and five-year periods, and the fifth (lowest) quintile for the one-year period.

In analyzing this performance data, the Board took into consideration: (1) that in July 2008, the Fund's portfolio management team was modified; (2) Management's representations regarding the current portfolio management team's expertise in managing assets in this asset class; (3) Management's expectation that the Fund's longer-term investment performance will improve; and (4) that Management would continue to monitor, and the Board or its IRC would periodically review, the Fund's investment performance.


60


ING Senior Income Fund

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

Economies of Scale

When evaluating the reasonableness of advisory fee rates, the Board also considered whether economies of scale will be realized by the Adviser as the Fund grows larger and the extent to which any such economies are reflected in contractual fee rates. In this regard, the Board considered the compensation under an Advisory Contract with level fees that does not include breakpoints, taking into account that the Fund is a closed-end fund. The Board also considered the extent to which economies of scale could be realized through waivers, reimbursements or expense reductions.

In evaluating economies of scale, the Independent Trustees also considered prior periodic management reports and industry information on this topic, and the Independent Trustees who were Board members at that time also considered a November 2006 evaluation and analysis presented to them by an independent consultant regarding fee breakpoint arrangements and economies of scale.

The Board also considered that the Fund had experienced material declines in assets, especially during October 2008, due to general market declines precipitated by the credit crises and other generally adverse market developments. As a result of this asset decline, the Board considered that there were fewer opportunities to realize economies of scale.

Information Regarding Services to Other Clients

The Board requested and considered, information regarding the nature of services and fee rates offered by the Adviser and Sub-Adviser to other clients, including other registered investment companies and institutional accounts. The Board also noted that the fee rates charged to the Fund and other institutional clients of the Adviser or the Sub-Adviser (including other investment companies) may differ materially due to, among other reasons: differences in services; different regulatory requirements associated with registered investment companies, such as the Fund, as compared to non-registered investment company clients; market differences in fee rates that existed when the Fund first was organized; differences in the original sponsors of the Fund that now are managed by the Adviser; investment capacity constraints that existed when certain contracts were first agreed upon or that might exist at present; and different pricing structures that are necessary to be competitive in different marketing channels.

Fee Rates and Profitability

The Board reviewed and considered the contractual investment advisory fee rate payable by the Fund to the Adviser. The Board also considered the contractual sub-advisory fee rates payable by the Adviser to the Sub-Adviser for sub-advisory services for the Fund. In addition, the Board considered fee waivers and expense limitations applicable to the fees payable by the Fund.

The Board considered: (1) the fee structure of the Fund as it relates to the services provided under the contracts; and (2) the potential fall-out benefits to the Adviser and Sub-Adviser and their respective affiliates from their association with the Fund. For the Fund, the Board determined that the fees payable to the Adviser and Sub-Adviser are reasonable for the services that each performs, which were considered in light of the nature and quality of the services that each has performed and is expected to perform.

The Board considered information on revenues, costs and profits realized by the Adviser, which was prepared by Management in accordance with the allocation methodology (including related assumptions) specified in the 15(c) Methodology Guide. In analyzing the profitability of the Adviser in connection with its services to the Fund, the Board took into account the sub-advisory fee rate payable by the Adviser to the Sub-Adviser. The Board also considered information that it requested and was provided by Management with respect to the profitability of service providers affiliated with the Adviser, as well as information


61


ING Senior Income Fund

ADVISORY CONTRACT APPROVAL DISCUSSION (Unaudited) (continued)

provided by the Sub-Adviser with respect to its profitability. Further, the Board considered that the decline in the Fund's asset levels caused by recent adverse economic conditions was likely to cause a similar decline in any profits realized by the Adviser and Sub-Adviser.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for the Fund, the Board took into account the factors described above and also considered: (1) the fairness of the compensation under an Advisory Contract with level fees that does not include breakpoints; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Fund, as compared to its SPG, including that: (a) the management fee rate (inclusive of a 0.10% administration fee) for the Fund is above the median and the average management fees of the funds in its SPG; and (b) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its SPG.

In analyzing this fee data, the Board took into account Management's representations that closed-end funds have unique distribution characteristics and their pricing structures are highly driven by the market and competitive environment at the time of their initial offering when their fee structures were established.

The Board recognized that analysis of the Adviser's profitability is not an exact science and there is no uniform methodology for determining profitability for this purpose. In this context, the Board realized that Management's calculations regarding its costs incurred in establishing the infrastructure necessary for the Fund's operations may not be fully reflected in the expenses allocated to the Fund in determining profitability, and that the information presented may not portray all of the costs borne by Management or capture Management's entrepreneurial risk associated with offering and managing a mutual fund complex in the current regulatory and market environment. In addition, the Board recognized that the use of different methodologies for purposes of calculating profit data can give rise to dramatically different profit and loss results.

Conclusion

After its deliberation, the Board reached the following conclusions: (1) the Fund's management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund's expense ratio is reasonable in the context of all factors considered by the Board; (3) taking into account that the Fund's portfolio management team was modified in 2008 and that Management would continue to monitor, and the Board or its IRC would periodically review, the Fund's investment performance, the Board will permit the Fund to establish a longer performance record for purposes of evaluating performance; and (4) the sub-advisory fee rate payable by the Adviser to the Sub-Adviser is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for the year ending November 30, 2010. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.


62



Investment Adviser

ING Investments, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Sub-Adviser

ING Investment Management Co.
230 Park Avenue
New York, New York 10169

Administrator

ING Funds Services, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Independent Registered Public
Accounting Firm

KPMG LLP
99 High Street
Boston, Massachusetts 02110

Institutional Investors and Analysts

Call ING Senior Income Fund
1-800-336-3436

Written Requests

Please mail all account inquiries and other comments to:
ING Senior Income Fund
c/o ING Funds Services, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Distributor

ING Funds Distributor, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258

Transfer Agent

PNC Global Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809

Custodian

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, Missouri 64105

Legal Counsel

Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006

Toll-Free Shareholder Information

Call us from 9:00 a.m. to 7:00 p.m. Eastern time on any business day for account or other information, at (800) 992-0180

For more complete information, or to obtain a prospectus on any ING fund, please call your Investment Professional or ING Funds Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the fund's investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the fund.

PRAR-USIF

(0210-042110)



 

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 J. Michael Earley and Peter S. Drotch are an audit committee financial experts, as defined in Item 3 of Form N-CSR.  Mr. Earley and Mr. Drotch are “independent” for purposes of Item 3 of Form N-CSR.

 

Item 4.  Principal Accountant Fees and Services.

 

(a)           Audit Fees:  The aggregate fees billed for each of the last two fiscal years for professional services rendered by KPMG LLP (“KPMG”), the principal accountant for the audit of the registrant’s annual financial statements, for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $66,000 for the year ended February 28, 2010 and $66,000 for the year ended February 28, 2009.

 

(b)           Audit-Related Fees:  The aggregate fees billed in each of the last two fiscal years for assurance and related services by KPMG that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item were $2,150 for the year ended February 28, 2010 and $4,225 for the year ended February 28, 2009.

 

(c)           Tax Fees:  The aggregate fees billed in each of the last two fiscal years for professional services rendered by KPMG for tax compliance, tax advice, and tax planning were $5,315 for the year ended February 28, 2010 and $2,554 for the year ended February 28, 2009.  Such services included review of excise distribution calculations (if applicable), preparation of the Funds’ federal, state and excise tax returns, tax services related to mergers and routine consulting.

 

(d)           All Other Fees:  None.

 

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

 

2


 

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.

 

Effective April 23, 2008, the KPMG LLP (“KPMG”) audit team for the ING Funds accepted the global responsibility for monitoring the auditor independence for KPMG relative to the ING Funds.  Using a proprietary system called Sentinel, the audit team is able to identify and manage potential conflicts of interest across the member firms of the KPMG International Network and prevent the provision of prohibited services to the ING entities that would impair KPMG independence with the respect to the ING Funds.  In addition to receiving pre-approval from the ING Funds Audit Committee for services provided to the ING Funds and for services for ING entities in the Investment Company Complex, the audit team has developed a process for periodic notification via email to the ING Funds’ Audit Committee Chairpersons regarding requests to provide services to ING Groep NV and its affiliates from KPMG offices worldwide.   Additionally, KPMG provides a quarterly summary of the fees for services that have commenced for ING Groep NV and Affiliates at each Audit Committee Meeting.

 

4


 

Last Approved:  November 13, 2008

 

5


 

Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2009 through December 31, 2009

 

Service

 

The Fund(s)

 

Fee Range

 

 

 

 

 

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

 

x

 

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.

 

x

 

Not to exceed $9,750 per filing

 

 

 

 

 

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

 

x

 

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

 

x

 

Not to exceed $12,600 per audit

 

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

 

6


 

Appendix B
Pre-Approved Audit-Related Services for the Pre-Approval Period January 1, 2009 through December 31, 2009

 

Service

 

The Fund(s)

 

Fund Affiliates

 

Fee Range

 

 

 

 

 

 

 

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

 

x

 

x

 

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.]

 

x

 

 

 

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

 

 

 

 

 

 

 

Review of the Funds’ semi-annual financial statements

 

x

 

 

 

Not to exceed $2,200 per set of financial statements per fund

 

 

 

 

 

 

 

Reports to regulatory or government agencies related to the annual engagement

 

x

 

 

 

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

 

 

 

 

 

 

 

Regulatory compliance assistance

 

x

 

x

 

Not to exceed $5,000 per quarter

 

 

 

 

 

 

 

Training courses

 

 

 

x

 

Not to exceed $2,000 per course

 

 

 

 

 

 

 

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

 

x

 

 

 

Not to exceed $9,450 per quarter

 

 

 

 

 

 

 

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

 

x

 

 

 

Not to exceed $21,000 per fund per year

 

7


 

Appendix C
Pre-Approved Tax Services for the Pre-Approval Period January 1, 2009 through December 31, 2009

 

Service

 

The Fund(s)

 

Fund
Affiliates

 

Fee Range

 

 

 

 

 

 

 

Preparation of federal and state income tax returns and federal excise tax returns for the Funds including assistance and review with excise tax distributions

 

x

 

 

 

As presented to Audit Committee(2)

 

 

 

 

 

 

 

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

 

x

 

 

 

As presented to Audit Committee(2)

 

 

 

 

 

 

 

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

 

x

 

 

 

As presented to Audit Committee(2)

 

 

 

 

 

 

 

Tax assistance and advice regarding statutory, regulatory or administrative developments

 

x

 

x

 

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.

 

8


 

Service

 

The Fund(s)

 

Fund
Affiliates

 

Fee Range

 

 

 

 

 

 

 

Tax training courses

 

 

 

x

 

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

 

 

 

 

 

 

 

Tax services associated with Fund mergers

 

x

 

x

 

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

 

 

 

 

 

 

 

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

 

x

 

 

 

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

 

9


 

Appendix D
Pre-Approved Other Services for the Pre-Approval Period January 1, 2009 through December 31, 2009

 

Service

 

The Fund(s)

 

Fund Affiliates

 

Fee Range

 

 

 

 

 

 

 

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

 

 

 

x

 

Not to exceed $60,000 during the Pre-Approval Period

 

 

 

 

 

 

 

Security counts performed pursuant to Rule 17f-2 of the 1940 Act (i.e., counts for Funds holding securities with affiliated sub-custodians)
Cost to be borne 50% by the Funds and 50% by ING Investments, LLC.

 

x

 

x

 

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

 

 

 

 

 

 

 

Agreed upon procedures for 15 (c) FACT Books

 

x

 

 

 

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

 

10


 

Appendix E

 

Prohibited Non-Audit Services
Dated:    January 1, 2009

 

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

 

·                  Financial information systems design and implementation

 

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

 

·                  Actuarial services

 

·                  Internal audit outsourcing services

 

·                  Management functions

 

·                  Human resources

 

·                  Broker-dealer, investment adviser, or investment banking services

 

·                  Legal services

 

·                  Expert services unrelated to the audit

 

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

 

11


 

EXHIBIT A

 

ING EQUITY TRUST

ING FUNDS TRUST

ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND

ING RISK MANAGED NATURAL RESOURCES FUND

ING INVESTORS TRUST

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING SENIOR INCOME FUND

ING SEPARATE PORTFOLIOS TRUST

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS

 


 

(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 for each of the last two fiscal years of the registrant were $2,011,031 for the year ended February 28, 2010 and $1,637,485 for the year ended February 28, 2009.

 

(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.

 

Item 5.  Audit Committee of Listed Registrants.

 

a.             The registrant has a separately-designated standing audit committee.  The members are J. Michael Earley, Patricia W. Chadwick and Peter S. Drotch.

 

b.             Not applicable.

 

Item 6.  Schedule of Investments

 

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

 

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

 

11


 
ING FUNDS
 

 

PROXY VOTING PROCEDURES AND GUIDELINES

 

Effective Date:  July 10, 2003

Revision Date:  March 25, 2010

 

 

I.              INTRODUCTION

 

The following are the Proxy Voting Procedures and Guidelines (the “Procedures and Guidelines”) of the ING Funds set forth on Exhibit 1 attached hereto and each portfolio or series thereof, except for any “Sub-Adviser-Voted Series” identified on Exhibit 1 and further described in Section III below (each non-Sub-Adviser-Voted Series hereinafter referred to as a “Fund” and collectively, the “Funds”).  The purpose of these Procedures and Guidelines is to set forth the process by which each Fund subject to these Procedures and Guidelines will vote proxies related to the equity assets in its investment portfolio (the “portfolio securities”).  The term “proxies” as used herein shall include votes in connection with annual and special meetings of equity stockholders but not those regarding bankruptcy matters and/or plans of reorganization.  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.                                     COMPLIANCE COMMITTEE

 

The Boards hereby delegate to the Compliance Committee of each Board (each a “Committee” and collectively, the “Committees”) the authority and responsibility to oversee the implementation of these Procedures and Guidelines, and where applicable, to make determinations on behalf of the Board with respect to the voting of proxies on behalf of each Fund.  Furthermore, the Boards hereby delegate to each Committee the authority to review and approve material changes to proxy voting procedures of any 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

 

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

 

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

 


 

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

 

III.                                 DELEGATION OF VOTING AUTHORITY

 

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

 

A Board may elect to delegate the voting of proxies to the Sub-Adviser of a portfolio or series of the ING Funds.  In so doing, the Board shall also approve the Sub-Adviser’s proxy policies for implementation on behalf of such portfolio or series (a “Sub-Adviser-Voted Series”).  Sub-Adviser-Voted Series shall not be covered under these Procedures and Guidelines but rather shall be covered by such Sub-Adviser’s proxy policies, provided that the Board, including a majority of the independent Trustees/Directors(1), has approved them on behalf of such Sub-Adviser-Voted Series, and ratifies any subsequent changes at the next regularly scheduled meeting of the Compliance Committee and the Board.

 

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.  However, the Adviser shall use best efforts to recall or restrict specific securities from loan for the purpose of facilitating a “material” vote as described in the Adviser Procedures.

 

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

 

A fund that is a “feeder” fund in a master-feeder structure does not echo vote.  Rather, it passes votes requested by the underlying master fund to its shareholders.  This means that, if the feeder

 

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

 

2


 

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 Compliance Committee prior to implementation; however, the President or Chief Financial Officer of a Fund may make such non-material changes as they deem appropriate, subject to ratification by the Board or the Compliance Committee at its next regularly scheduled meeting.

 

V.                                    VOTING PROCEDURES AND GUIDELINES

 

The Guidelines that are set forth in Exhibit 3 hereto specify the manner in which the Funds generally will vote with respect to the proposals discussed therein.

 

Unless otherwise noted, the defined terms used hereafter shall have the same meaning as defined in the Adviser Procedures

 

A.                                   Routine Matters
 

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

 

B.            Matters Requiring Case-by-Case Consideration

 

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Coordinator where the Guidelines have noted “case-by-case” consideration.

 

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or

 

3


 

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”).

 

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.  Except as provided for herein, no Conflicts Report (as such term is defined for purposes of the Adviser Procedures) is required in connection with Within-Guidelines Votes.

 

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

 

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

 

4


 

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

 

If Counsel determines that a conflict of interest appears to exist with respect to the Agent, any member of the Proxy Group or the participating Investment Professional(s), the Proxy Coordinator will then contact the Compliance Committee(s) and forward to such Committee(s) all information relevant to their review, including the following materials or a summary thereof:  the applicable Procedures and Guidelines, the recommendation of the Agent, where applicable, the recommendation of the Investment Professional(s), where applicable, any resources used by the Proxy Group in arriving at its recommendation, the Conflicts Report and any other written materials establishing whether a conflict of interest exists, and findings of Counsel (as such term is defined for purposes of the Adviser Procedures).  Upon 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.

 

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4.               Referrals to a Fund’s Compliance Committee

 

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

 

The Proxy Coordinator shall use best efforts to timely refer matters to a 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, in which case no action shall be taken on such matter (i.e., a “Non-Vote”).

 

The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a 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 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.  The proxy voting record for each Fund will also be available on Form N-PX in the EDGAR database on the SEC’s website.  For any Fund that is a feeder in a master/feeder structure, no proxy voting record related to the portfolio securities owned by the master fund will be posted on the ING Funds’ website or included in the Fund’s Form N-PX; however, a cross-reference to the master fund’s proxy voting record as filed in the SEC’s EDGAR database will be included in the Fund’s Form N-PX and posted on the ING Funds’ website.  If any feeder fund was solicited for vote by its underlying

 

6


 

master fund during the reporting period, a record of the votes cast by means of the pass-through process described in Section III above will be included on the ING Funds’ website and in the Fund’s Form N-PX.

 

7


 

EXHIBIT 1

to the

ING Funds

Proxy Voting Procedures

 

ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

ING EQUITY TRUST

ING FUNDS TRUST

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND

ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND

ING INVESTORS TRUST(1)

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING RISK MANAGED NATURAL RESOURCES FUND

ING SENIOR INCOME FUND

ING SEPARATE PORTFOLIOS TRUST

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

 

(1)           Sub-Adviser-Voted Series:  ING Franklin Mutual Shares Portfolio

 


 

EXHIBIT 2

to the

ING Funds

Proxy Voting Procedures

 

ING INVESTMENTS, LLC,

ING INVESTMENT MANAGEMENT CO.

AND

DIRECTED SERVICES LLC

 

 

PROXY VOTING PROCEDURES

 

 

I.                                         INTRODUCTION

 

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

 

The Advisers will abide by the proxy voting guidelines adopted by a 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, ING Investment Management Co. and Directed Services LLC (the “Adviser Procedures”) with respect to the voting of proxies on behalf of their client Funds as approved by the respective Board of each Fund.

 

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

 


 

II.                                     ROLES AND RESPONSIBILITIES

 

A.                                   Proxy Coordinator

 

The Proxy Coordinator identified in Appendix 1 will assist in the coordination of the voting of each 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 ISS Governance Services, a unit of RiskMetrics Group, Inc.  The Agent is responsible for coordinating with the Funds’ custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion.  To the extent applicable, the Agent is required to vote and/or refer all proxies in accordance with these Adviser Procedures.  The Agent will retain a record of all proxy votes handled by the Agent.  Such record must reflect all the information required to be disclosed in a 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 Compliance Committee (“Committee”).

 

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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.  A member of the Proxy Group may abstain from voting on any given matter, provided that quorum is not lost for purposes of taking action and that the abstaining member still participates in any conflict of interest processes required in connection with the matter.  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

 

11


 

instructions do not contravene any requirements of these Adviser Procedures or a Fund’s Procedures and Guidelines.

 

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 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 the vote be deemed “material” in the context of the portfolio(s) they manage, such that lending activity on behalf of such portfolio(s) with respect to the relevant security should be reviewed by the Proxy Group and considered for recall and/or

 

12


 

restriction.  Input from the relevant sub-advisers and/or portfolio managers shall be given primary consideration in the Proxy Group’s determination of whether a given proxy vote is to be deemed material and the associated security accordingly restricted from lending.  The determination that a vote is material in the context of a Fund’s portfolio shall not mean that such vote is considered material across all Funds voting that meeting.  In order to recall or restrict shares timely for material voting purposes, the Proxy Group shall use best efforts to consider, and when deemed appropriate, to act upon, such requests timely, and requests to review lending activity in connection with a potentially material vote may be initiated by any relevant Investment Professional and submitted for the Proxy Group’s consideration at any time.

 

III.                                 VOTING PROCEDURES

 

A.                                   In all cases, the Adviser shall follow the voting procedures as set forth in the Procedures and Guidelines of the Fund on whose behalf the Adviser is exercising delegated authority to vote.

 

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.

 

13


 

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.  Except as provided for herein, no Conflicts Report (as such term is defined herein) is required in connection with Within-Guidelines Votes.

 

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

 

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

 

14


 

silent, or the Agent’s recommendation on a matter 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 Compliance Committee, all applicable recommendations, analysis, research and Conflicts Reports.

 

IV.                                ASSESSMENT OF THE AGENT AND CONFLICTS OF INTEREST

 

In furtherance of the Advisers’ fiduciary duty to the Funds and their beneficial owners, the Advisers shall establish the following:

 

A.                                   Assessment of the Agent

 

The Advisers shall establish that the Agent (1) is independent from the Advisers, (2) has resources that indicate it can competently provide analysis of proxy issues and (3) can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners.  The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do not less than annually as well as prior to engaging the services of any new proxy service.  The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the 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

 

15


 

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 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, or for which a recommendation contrary to that of the Agent or the Guidelines has been received from an Investment Professional and is to be utilized, the Proxy Coordinator will implement the procedures for handling such votes as adopted by the Fund’s Board, including completion of such Conflicts Reports as may be required under the Fund’s Procedures.  Completed Conflicts Reports should be provided to the Proxy Coordinator within two (2) business days and may be submitted to the Proxy Coordinator verbally, provided the Proxy Coordinator documents the Conflicts Report in writing.  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

 

16


 

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, ING Investment Management Co. and Directed Services LLC:

 

Name

 

Title or Affiliation

 

 

 

Stanley D. Vyner

 

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

 

 

 

Todd Modic

 

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

 

 

 

Maria Anderson

 

Vice President of Fund Compliance, ING Funds Services, LLC

 

 

 

Karla J. Bos

 

Proxy Coordinator for the ING Funds and Assistant Vice President — Proxy Voting, ING Funds Services, LLC

 

 

 

Julius A. Drelick III, CFA

 

Vice President, Platform Product Management and Project Management, ING Funds Services, LLC

 

 

 

Harley Eisner

 

Vice President of Financial Analysis, ING Funds Services, LLC

 

 

 

Theresa K. Kelety, Esq.

 

Senior Counsel, ING Americas US Legal Services

 

Effective as of January 1, 2010

 

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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, ISS Governance Services, a unit of RiskMetrics Group, Inc.

 

Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote in accordance with the Agent’s recommendation in cases in which such recommendation aligns with the recommendation of the relevant issuer’s management or management has made no recommendation.  However, this policy shall not apply to CASE-BY-CASE proposals for which a contrary recommendation from the Investment Professional for the relevant Fund has been received and is to be utilized, provided that incorporation of any such recommendation shall be subject to the conflict of interest review process required under the Procedures.

 

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

 

Except as otherwise provided for herein, it shall generally be the policy of the Funds not to support proposals that would impose a negative impact on existing rights of the Funds to the extent that any positive impact would not be deemed sufficient to outweigh removal or diminution of such rights.

 

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

 

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

 

1.                                      The Board of Directors

 

Voting on Director Nominees in Uncontested Elections

 

Unless otherwise provided for herein, the Agent’s standards with respect to determining director independence shall apply.  These standards generally provide that, to be considered completely

 

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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.  Votes on director nominees not subject to specific policies described herein should be made on a CASE-BY-CASE basis.

 

Where applicable and except as otherwise provided for herein, it shall be the policy of the Funds to lodge disagreement with an issuer’s policies or practices by withholding support from a proposal for the relevant policy or practice rather than the director nominee(s) to which the Agent assigns a correlation.  Support shall be withheld from culpable nominees as appropriate, but if they are not standing for election (e.g., the board is classified), support shall generally not be withheld from others in their stead.

 

If application of the policies described herein would result in withholding votes from the majority of independent outside directors sitting on a board, or removal of such directors is likely to negatively impact majority board independence, primary consideration shall be given to retention of such independent outside director nominees unless the concerns identified are of such grave nature as to merit removal of the independent directors.

 

Where applicable and except as otherwise provided for herein, generally vote FOR nominees in connection with issues raised by the Agent if the nominee did not serve on the board or relevant committee during the majority of the time period relevant to the concerns cited by the Agent.

 

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

 

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

 

Provided that a nominee served on the board during the relevant time period, WITHHOLD support from a nominee who has failed to implement a shareholder proposal that was approved by (1) a majority of the 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 vote FOR a nominee in such cases if the company has already implemented a policy that should reasonably prevent abusive use of the pill.

 

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If a nominee has not acted upon negative votes (WITHHOLD or AGAINST, as applicable based on the issuer’s election standard) representing a majority of the votes cast at the previous annual meeting, consider such nominee on a CASE-BY-CASE basis.  Generally, vote FOR nominees when:

 

(1)                      The issue relevant to the majority negative vote has been adequately addressed or cured (issuers with nominees receiving majority negative votes related to adoption of poison pills without shareholder approval will be expected to provide compelling rationale if they do not elect to redeem the pill or put it to a vote), or

 

(2)                      The Funds’ Guidelines or voting record do not support the relevant issue causing the majority negative vote.

 

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

 

Vote FOR 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.

 

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

 

Compensation Practices:

 

It shall generally be the policy of the Funds that matters of compensation are best determined by an independent board and compensation committee.  Votes on director nominees in connection with compensation practices should be considered on a CASE-BY-CASE basis, and generally:

 

(1)                      Where applicable and except as otherwise provided for herein, vote FOR nominees who did not serve on the compensation committee, or board, as applicable based on the Agent’s analysis, during the majority of the time period relevant to the concerns cited by the Agent.

 

(2)                      In cases in which the Agent has identified a “pay for performance” disconnect, or internal pay disparity, as such issues are defined by the Agent, DO NOT WITHHOLD support from director nominees.  However, generally do WITHHOLD support from nominees cited by the Agent for structuring or increasing equity compensation in a manner intended to deliver a consistent dollar value without regard to performance measures.

 

(3)                      If the Agent recommends withholding support from nominees in connection with overly liberal change in control provisions, including those lacking a double trigger, vote FOR such nominees if mitigating provisions or board actions (e.g., clawbacks) are present but generally WITHHOLD support if they are not.

 

(4)                      If the Agent recommends withholding support from nominees in connection with potential change in control payments or tax-gross-ups on change in control payments,

 

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vote FOR the nominees if the amount appears reasonable and no material governance concerns exist.  Generally WITHHOLD support if the amount is so significant (individually or collectively) as to potentially influence an executive’s decision to enter into a transaction or to effectively act as a poison pill.

 

(5)                      If the Agent recommends withholding support from nominees in connection with their failure to seek a shareholder vote on plans to reprice, replace, buy back or exchange options, generally WITHHOLD support from such nominees, except that cancellation of options would not be considered an exchange unless the cancelled options were regranted or expressly returned to the plan reserve for reissuance.

 

(6)                      If the Agent recommends withholding support from nominees that have approved compensation that is ineligible for tax benefits to the company (e.g., under Section 162(m) of OBRA), vote FOR such nominees if the company has provided adequate rationale or disclosure or the plan itself is being put to shareholder vote at the same meeting.  If the plan is up for vote, the provisions under Section 8., OBRA-Related Compensation Proposals, shall apply.

 

(7)                      If the Agent recommends withholding support from nominees in connection with director compensation in the form of perquisites, generally vote FOR the nominees if the cost is reasonable in the context of the directors’ total compensation and the perquisites themselves appear reasonable given their purpose, the directors’ duties and the company’s line of business.

 

(8)                      Generally WITHHOLD support from nominees in connection with long-term incentive plans, or total executive compensation packages, inadequately aligned with shareholders because they are overly cash-based/lack an appropriate equity component, except that such cases will be considered CASE-BY-CASE in connection with executives already holding significant equity positions.  Generally consider nominees on a CASE-BY-CASE basis in connection with short-term incentive plans over which the nominee has exercised discretion to exclude extraordinary items, and WITHHOLD support if treatment of such items has been inconsistent (e.g., exclusion of losses but not gains).

 

(9)                      If the Agent recommends withholding support from nominees in connection with executive compensation practices related to tax gross-ups, perquisites, provisions related to retention or recruitment, including contract length or renewal provisions, “guaranteed” awards, pensions/SERPs, severance or termination arrangements, vote FOR such nominees if the issuer has provided adequate rationale and/or disclosure, factoring in any overall adjustments or reductions to the compensation package at issue.  Generally DO NOT WITHHOLD support solely due to such practices if the total compensation appears reasonable, but consider on a CASE-BY-CASE basis compensation packages representing a combination of such provisions and deemed by the Agent to be excessive, and generally WITHHOLD support in such cases when named executives have material input into setting their own compensation.

 

(10)                If the Agent has raised issues of options backdating, consider members of the compensation committee, or board, as applicable, as well as company executives nominated as directors, on a CASE-BY-CASE basis.

 

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(11)                If shareholders have been provided with an advisory vote on executive compensation (say on pay), and practices not supported under these Guidelines have been identified, it shall generally be the policy of the Funds to align with the Agent when a vote AGAINST the say on pay proposal has been recommended in lieu of withholding support from certain nominees for compensation concerns.  Issuers receiving negative recommendations on both director nominees and say on pay regarding issues not otherwise supported by these Guidelines will be considered on a CASE-BY-CASE basis.

 

(12)                If the Agent has raised other considerations regarding poor compensation practices, consider nominees on a CASE-BY-CASE basis.

 

Accounting Practices:

 

(1)                      Generally, vote FOR independent outside director nominees serving on the audit committee.

 

(2)                      Where applicable and except as otherwise provided for herein, generally vote FOR nominees serving on the audit committee, or the company’s CEO or CFO if nominated as directors, who did not serve on that committee or have responsibility over the relevant financial function, as applicable, during the majority of the time period relevant to the concerns cited by the Agent.

 

(3)                      If the Agent has raised concerns regarding poor accounting practices, consider the company’s CEO and CFO, if nominated as directors, and nominees serving on the audit committee on a CASE-BY-CASE basis.  Generally vote FOR nominees if the company has taken adequate steps to remediate the concerns cited, which would typically include removing or replacing the responsible executives, and if the concerns are not re-occurring and/or the company has not yet had a full year to remediate the concerns since the time they were identified.

 

(4)                      If total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, the provisions under Section 3., Auditor Ratification, shall apply.

 

Board Independence:

 

It shall generally be the policy of the Funds that a board should be majority independent and therefore to consider inside director or affiliated outside director nominees in cases in which the full board is not majority independent on a CASE-BY-CASE basis.  Generally:

 

(1)                      WITHHOLD support from the fewest directors whose removal would achieve majority independence across the remaining board, except that support may be withheld from additional nominees whose relative level of independence cannot be differentiated.

 

(2)                      WITHHOLD support from all non-independent nominees, including the founder, chairman or CEO, if the number required to achieve majority independence is equal to or greater than the number of non-independent nominees.

 

(3)                      Except as provided above, vote FOR non-independent nominees in the role of CEO, and when appropriate, founder or chairman, and determine support for other non-independent nominees based on the qualifications and contributions of the nominee as well as the Funds’ voting precedent for assessing relative independence to

 

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management, e.g., insiders holding senior executive positions are deemed less independent than affiliated outsiders with a transactional or advisory relationship to the company, and affiliated outsiders with a material transactional or advisory relationship are deemed less independent than those with lesser relationships.

 

(4)                      Non-voting directors (e.g., director emeritus or advisory director) shall be excluded from calculations with respect to majority board independence.

 

(5)                      When conditions contributing to a lack of majority independence remain substantially similar to those in the previous year, it shall generally be the policy of the Funds to vote on nominees in a manner consistent with votes cast by the Fund(s) in the previous year.

 

Generally vote FOR nominees without regard to “over-boarding” issues raised by the Agent unless other concerns requiring CASE-BY-CASE consideration have been raised.

 

Generally, when the Agent recommends withholding support due to assessment that a nominee acted in bad faith or against shareholder interests in connection with a major transaction, such as a merger or acquisition, or if the Agent recommends withholding support due to other material failures or egregious actions, consider on a CASE-BY-CASE basis, factoring in the merits of the nominee’s performance and rationale and disclosure provided.  If the Agent cites concerns regarding actions in connection with a candidate’s service on another board, vote FOR the nominee if the issuer has provided adequate rationale regarding the board’s process for determining the appropriateness of the nominee to serve on the board under consideration.

 

Performance Test for Directors

 

Consider nominees failing the Agent’s performance test, which includes market-based and operating performance measures, on a CASE-BY-CASE basis.  Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to such proposals.

 

Support will generally be WITHHELD from nominees receiving a negative recommendation from the Agent due to sustained poor stock performance (measured by one- and three-year total shareholder returns) combined with multiple takeover defenses/entrenchment devices if the issuer:

 

(1)                      Has a non-shareholder-approved poison pill in place, without provisions to redeem or seek approval in a reasonable period of time, and

 

(2)                      Maintains a dual class capital structure, has authority to issue blank check preferred stock, or is a controlled company.

 

Nominees receiving a negative recommendation from the Agent due to sustained poor stock performance combined with other takeover defenses/entrenchment devices will be considered on a CASE-BY-CASE basis.

 

Proposals Regarding Board Composition or Board Service

 

Generally, except as otherwise provided for herein, vote AGAINST shareholder proposals to impose new board structures or policies, including those requiring that the positions of chairman and CEO be held separately, except support proposals in connection with a binding agreement or other legal requirement to which an issuer has or reasonably may expect to become subject, and

 

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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.

·                  Asking that board compensation and/or nominating committees be composed exclusively of independent directors.

·                  Limiting the number of public company boards on which a director may serve.

·                  Seeking to redefine director independence or directors’ specific roles (e.g., responsibilities of the lead director).

·                  Requesting creation of additional board committees or offices, except as otherwise provided for herein.

·                  Limiting the tenure of outside directors or impose a mandatory retirement age for outside directors (unless the proposal seeks to relax existing standards), but generally vote FOR management proposals in this regard.

 

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).

 

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.

 

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2.                                      Proxy Contests

 

These proposals should generally be analyzed on a CASE-BY-CASE basis.  Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to proposals in connection with proxy contests being considered on behalf of that Fund.

 

Voting for Director Nominees in Contested Elections

 

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis.

 

Reimburse Proxy Solicitation Expenses

 

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis, generally voting FOR if associated nominees are also supported.

 

3.                                      Auditors

 

Ratifying Auditors

 

Generally, except in cases of poor accounting practices or high non-audit fees, vote FOR management proposals to ratify auditors.  Consider management proposals to ratify auditors on a CASE-BY-CASE basis if the Agent cites poor accounting practices.  If fees for non-audit services exceed 50 percent of total auditor fees as described below, consider on a CASE-BY-CASE basis, voting AGAINST management proposals to ratify auditors only if concerns exist that remuneration for the non-audit work is so lucrative as to taint the auditor’s independence.  For purposes of this review, fees deemed to be reasonable, generally non-recurring, exceptions to the non-audit fee category (e.g., those related to an IPO) shall be excluded.  If independence concerns exist or an issuer has a history of questionable accounting practices, also vote FOR shareholder proposals asking the issuer to present its auditor annually for ratification, but in other cases generally vote AGAINST.

 

Auditor Independence

 

Generally, consider shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services) on a CASE-BY-CASE basis.

 

Audit Firm Rotation:

 

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

 

4.                                      Proxy Contest Defenses

 

Presentation of management and shareholder proposals on the same matter on the same agenda shall not require a Fund to vote FOR one and AGAINST the other.

 

Board Structure: Staggered vs. Annual Elections

 

Generally, vote AGAINST proposals to classify the board or otherwise restrict shareholders’ ability to vote upon directors and FOR proposals to repeal classified boards and to elect all directors annually.

 

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Shareholder Ability to Remove Directors

 

Generally, vote AGAINST proposals that provide that directors may be removed only for cause.

 

Generally, vote FOR proposals to restore shareholder ability to remove directors with or without cause.

 

Generally, vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

 

Generally, vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

 

Cumulative Voting

 

If the company maintains a classified board of directors, generally, vote AGAINST management proposals to eliminate cumulative voting, except that such proposals may be supported irrespective of classification in furtherance of an issuer’s plan to adopt a majority voting standard and vote FOR shareholder proposals to restore or permit cumulative voting.

 

Time-Phased Voting

 

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

 

Shareholder Ability to Call Special Meetings or to Act by Written Consent

 

Generally, vote FOR management or shareholder proposals that provide shareholders with the ability to call special meetings or to take action by written consent.  Consider on a CASE-BY-CASE basis management proposals about which the Agent has cited anti-takeover concerns.

 

Shareholder Ability to Alter the Size of the Board

 

Generally, vote FOR proposals that seek to fix the size of the board or designate a range for its size.

 

Generally, vote AGAINST proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

 

5.                                      Tender Offer Defenses

 

Poison Pills

 

Generally, vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification, or to redeem its pill in lieu thereof, unless (1) shareholders have approved adoption of the plan, (2) a policy has already been implemented by the company that should reasonably prevent abusive use of the pill, or (3) the board had determined that it was in the best interest of shareholders to adopt a pill without delay, provided that such plan would be put to shareholder vote within twelve months of adoption or expire, and if not approved by a majority of the votes cast, would immediately terminate.

 

Review on a CASE-BY-CASE basis shareholder proposals to redeem a company’s poison pill.

 

Review on a CASE-BY-CASE basis management proposals to approve or ratify a poison pill or any plan that can reasonably be construed as an anti-takeover measure, with voting decisions generally based on the Agent’s approach to evaluating such proposals, considering factors such

 

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as rationale, trigger level and sunset provisions.  Votes will generally be cast in a manner that seeks to preserve shareholder value and the right to consider a valid offer, voting AGAINST management proposals in connection with poison pills or anti-takeover activities that do not meet the Agent’s standards.

 

Fair Price Provisions

 

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

 

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

 

Greenmail

 

Generally, vote FOR proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

 

Review on a CASE-BY-CASE basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

 

Pale Greenmail

 

Review on a CASE-BY-CASE basis restructuring plans that involve the payment of pale greenmail.

 

Unequal Voting Rights

 

Generally, vote AGAINST dual-class exchange offers and dual-class recapitalizations.

 

Supermajority Shareholder Vote Requirement

 

Generally, vote AGAINST proposals to require a supermajority shareholder vote.

 

Generally, vote FOR management or shareholder proposals to lower supermajority shareholder vote requirements, unless the proposal also asks the issuer to mount a solicitation campaign or similar form of comprehensive commitment to obtain passage of the proposal, or, for companies with shareholder(s) with significant ownership levels, the Agent recommends retention of existing supermajority requirements in order to protect minority shareholder interests.

 

White Squire Placements

 

Generally, vote FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.

 

6.                                      Miscellaneous

 

Amendments to Corporate Documents

 

Except to align with legislative or regulatory changes or when support is recommended by the Agent or Investment Professional (including, for example, as a condition to a major transaction such as a merger), generally, vote AGAINST proposals seeking to remove shareholder approval requirements or otherwise remove or diminish shareholder rights, e.g., by (1) adding restrictive provisions, (2) removing provisions or moving them to portions of the charter not requiring shareholder approval, or (3) in corporate structures such as holding companies, removing provisions

 

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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 or may be used as an anti-takeover device, particularly if the proposal is bundled or the board is classified.

 

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

 

Consider proposals seeking charter or bylaw amendments not addressed under these Guidelines on a CASE-BY-CASE basis.

 

Confidential Voting

 

Generally, vote FOR shareholder proposals that request companies to adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows:

 

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

·                  If the dissidents agree, the policy remains in place.

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

 

Generally, vote FOR management proposals to adopt confidential voting.

 

Proxy Access

 

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

 

Majority Voting Standard

 

Except as otherwise provided for herein, it shall generally be the policy of the Funds to extend discretion to issuers to determine when it may be appropriate to adopt a majority voting standard.  Generally, vote FOR management proposals, irrespective of whether the proposal contains a plurality carve-out for contested elections, but AGAINST shareholder proposals unless also supported by management, seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders, including amendments to corporate documents or other actions in furtherance of such standard, and provided such standard when supported does not conflict with state law in which the company is incorporated.  For issuers with a history of board malfeasance or pervasive corporate governance concerns, consider such proposals on a CASE-BY-CASE basis.

 

Bundled Proposals

 

Except as otherwise provided for herein, review on a CASE-BY-CASE basis bundled or “conditioned” proxy proposals, generally voting AGAINST bundled proposals containing one or more items not supported under these Guidelines if the Agent or an Investment Professional deems the negative impact, on balance, to outweigh any positive impact.

 

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Shareholder Advisory Committees

 

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

 

Reimburse Shareholder for Expenses Incurred

 

Voting to reimburse expenses incurred in connection with shareholder proposals should be analyzed on a CASE-BY-CASE basis.

 

Other Business

 

In connection with proxies of U.S. issuers, generally vote FOR management proposals for Other Business, except in connection with a proxy contest in which a Fund is not voting in support of management.

 

Quorum Requirements

 

Review on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.

 

Advance Notice for Shareholder Proposals

 

Generally, vote FOR management proposals related to advance notice period requirements, provided that the period requested is in accordance with applicable law and no material governance concerns have been identified in connection with the issuer.

 

Multiple Proposals

 

Multiple proposals of a similar nature presented as options to the course of action favored by management may all be voted FOR, provided that support for a single proposal is not operationally required, no one proposal is deemed superior in the interest of the Fund(s), and each proposal would otherwise be supported under these Guidelines.

 

7.                                      Capital Structure

 

Analyze on a CASE-BY-CASE basis.

 

Common Stock Authorization

 

Review proposals to increase the number of shares of common stock authorized for issuance 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 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 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 (e.g., in support of a merger or acquisition proposal).

 

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·                  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.

·                  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 a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines.

·                  Nonspecific proposals authorizing excessive discretion to a board.

 

Consider management proposals to make changes to the capital structure not otherwise addressed under these Guidelines CASE-BY-CASE, generally voting with the Agent’s recommendation unless a contrary recommendation has been received from the Investment Professional for the relevant Fund and is to be utilized.

 

Dual Class Capital Structures

 

Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual class capital structures, but consider CASE-BY-CASE if (1) bundled with favorable proposal(s), (2) approval of such proposal(s) is a condition of such favorable proposal(s), or (3) part of a recapitalization for which support is recommended by the Agent or an Investment Professional.

 

Generally, vote AGAINST management proposals to create or perpetuate dual class capital structures with unequal voting rights, and vote FOR shareholder proposals to eliminate them, in cases in which the relevant Fund owns the class with inferior voting rights, but generally vote FOR management proposals and AGAINST shareholder proposals in cases in which the relevant Fund owns the class with superior voting rights.  Consider CASE-BY-CASE if bundled with favorable proposal(s), (2) approval of such proposal(s) is a condition of such favorable proposal(s), or (3) part of a recapitalization for which support is recommended by the Agent or an Investment Professional.

 

Consider management proposals to eliminate or make changes to dual class capital structures CASE-BY-CASE, generally voting with the Agent’s recommendation unless a contrary recommendation has been received from the Investment Professional for the relevant Fund and is to be utilized.

 

Stock Distributions: Splits and Dividends

 

Generally, vote FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares falls within the 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.

 

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Reverse Stock Splits

 

Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split.  In the event the split constitutes a capital increase effectively exceeding the Agent’s allowable threshold because the request does not proportionately reduce the number of shares authorized, vote FOR the split if management has provided adequate rationale and/or disclosure.

 

Preferred Stock

 

Review proposals to increase the number of shares of preferred stock authorized for issuance on a CASE-BY-CASE basis, and except where otherwise indicated, generally utilize the Agent’s approach for evaluating such proposals.  This approach incorporates both qualitative and quantitative measures, including a review of past performance (e.g., board governance, shareholder returns and historical share usage) and the current request (e.g., rationale, whether shares are blank check and declawed, and dilutive impact as determined through the Agent’s proprietary model for assessing appropriate thresholds).

 

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

 

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

 

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

 

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

 

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Debt Restructurings

 

Review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.

 

Share Repurchase Programs

 

Generally, vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms, but vote AGAINST plans with terms favoring selected, non-Fund parties.

 

Generally, vote FOR management proposals to cancel repurchased shares.

 

Generally, vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or exceeding appropriate volume or duration parameters for the market.

 

Consider shareholder proposals seeking share repurchase programs on a CASE-BY-CASE basis, with input from the Investment Professional(s) for a given Fund to be given primary consideration.

 

Tracking Stock

 

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

 

8.                                      Executive and Director Compensation

 

Except as otherwise provided for herein, votes with respect to compensation and employee benefit plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s 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, except that plans above the cap may be supported if so recommended by the Agent or Investment Professional as a condition to a major transaction such as a merger.

·                  Generally, vote AGAINST plans if the Agent suggests cost or dilution assessment may not be possible due to the method of disclosing shares allocated to the plan(s), except that such concerns arising in connection with evergreen provisions shall be considered CASE-BY-CASE, voted FOR if the company has provided a reasonable rationale and/or adequate disclosure regarding the plan as a whole.

·                  Generally, vote FOR plans with costs within the cap if the primary considerations raised by the Agent pertain to matters that would not result in a negative vote under these Guidelines on the relevant board or committee member(s), or equity compensation burn rate or pay for performance as defined by Agent.

·                  Generally, vote AGAINST plans administered by potential grant recipients.

·                  Generally, vote AGAINST proposals to eliminate existing shareholder approval requirements for material plan changes, unless the company has provided a reasonable rationale and/or adequate disclosure regarding the requested changes.

·                  Generally vote AGAINST long-term incentive plans that are inadequately aligned with shareholders because they lack an appropriate equity component, except that such cases

 

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will be considered CASE-BY-CASE in connection with executives already holding significant equity positions.

·                  Generally, vote AGAINST plans that contain an overly liberal change in control definition (e.g., does not result in actual change in control).

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

 

Restricted Stock or Stock Option Plans

 

Consider proposals for restricted stock or stock option plans, or the issuance of shares in connection with such plans, on a CASE-BY-CASE basis, considering factors such as level of disclosure and adequacy of vesting or performance requirements.  Plans that do not meet the Agent’s criteria in this regard may be supported, but vote AGAINST if no disclosure is provided regarding either vesting or performance requirements.

 

Management Proposals Seeking Approval to Reprice Options

 

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

 

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

 

Director Compensation

 

Votes on stock-based plans for directors are made on a CASE-BY-CASE basis, with voting decisions generally based on the 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, and capital issuances in support of such plans, should be made on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, except that negative recommendations by the Agent due to evergreen provisions will be reviewed CASE-BY-CASE, voted FOR if the company has provided a reasonable rationale and/or adequate disclosure regarding the plan as a whole.

 

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OBRA-Related Compensation Proposals

 

Votes on plans intended to qualify for favorable tax treatment under the provisions of Section 162(m) of OBRA should be evaluated irrespective of the Agent’s assessment of board independence, provided that the board meets the independence requirements of the relevant listing exchange and no potential recipient under the plan(s) sits on the committee that exercises discretion over the related compensation awards.  Unless the issuer has provided a compelling rationale, generally vote with the Agent’s recommendations AGAINST plans that deliver excessive compensation that fails to qualify for favorable tax treatment.

 

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

 

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

 

Amendments to Add Performance-Based Goals

 

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

 

Amendments to Increase Shares and Retain Tax Deductions Under OBRA

 

Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) should be evaluated on a CASE-BY-CASE basis, generally voting FOR such plans that do not raise any negative concerns under these Guidelines.

 

Approval of Cash or Cash-and-Stock Bonus Plans

 

Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA, with primary consideration given to management’s assessment that such plan meets the requirements for exemption of performance-based compensation.

 

Shareholder Proposals Regarding Executive and Director Pay

 

Regarding the remuneration of individuals other than senior executives and directors, generally, vote AGAINST shareholder proposals that seek to expand or restrict disclosure or require shareholder approval beyond regulatory requirements and market practice.  Vote AGAINST shareholder proposals that seek disclosure of executive or director compensation if providing it would be out of step with market practice and potentially disruptive to the business.

 

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

 

Severance and Termination Payments

 

Generally, vote FOR shareholder proposals to have parachute arrangements submitted for shareholder ratification (with “parachutes” defined as compensation arrangements related to

 

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termination that specify change in control events) and provided that the proposal does not include unduly restrictive or arbitrary provisions such as advance approval requirements.

 

Generally vote AGAINST shareholder proposals to submit executive severance agreements for shareholder ratification, unless such proposals specify change in control events, Supplemental Executive Retirement Plans, or deferred executive compensation plans, or ratification is required by the listing exchange.

 

Review on a CASE-BY-CASE basis all proposals to approve, ratify or cancel executive severance or termination arrangements, including those related to executive recruitment or retention, generally voting FOR such compensation arrangements if the issuer has provided adequate rationale and/or disclosure or support is recommended by the Agent or Investment Professional (e.g., as a condition to a major transaction such as a merger).  However, vote in accordance with the Agent’s recommendations FOR new or materially amended plans, contracts or payments that require change in control provisions to be double-triggered and defined to require an actual change in control, except that plans, contracts or payments not meeting such standards may be supported if mitigating provisions or board actions (e.g., clawbacks) are present.

 

Employee Stock Ownership Plans (ESOPs)

 

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

 

401(k) Employee Benefit Plans

 

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

 

Holding Periods

 

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

 

Advisory Votes on Executive Compensation (Say on Pay)

 

Generally, management proposals seeking ratification of the company’s compensation program will be voted FOR unless the program includes practices or features not supported under these Guidelines and the proposal receives a negative recommendation from the Agent.  Unless otherwise provided for herein, proposals not receiving the Agent’s support due to concerns regarding severance/termination payments, incentive structures or vesting or performance criteria not otherwise supported by these Guidelines will be considered on a CASE-BY-CASE basis, factoring in whether the issuer has made improvements to its overall compensation program and generally voting FOR if the company has provided a reasonable rationale and/or adequate disclosure regarding the matter(s) under consideration.  For say on pay proposals not supported by the Agent and referencing incentive plan concerns:

 

(1)                      Long-term incentive plans:  Proposals will be voted AGAINST if they cite long-term incentive plans that are inadequately aligned with shareholders because they are cash-based or lack an appropriate equity component, except that such cases will be

 

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considered CASE-BY-CASE in connection with executives already holding significant equity positions.

 

(2)                      Short-term incentive plans:  Proposals will be considered on a CASE-BY-CASE basis if they cite short-term incentive plans over which the board has exercised discretion to exclude extraordinary items, and voted AGAINST if treatment of such items has been inconsistent (e.g., exclusion of losses but not gains).

 

Generally, vote AGAINST proposals when named executives have material input into setting their own compensation.

 

Generally, vote AGAINST proposals presented by issuers subject to Troubled Asset Relief Program (TARP) provisions if there is inadequate discussion of the process for ensuring that incentive compensation does not encourage excessive risk-taking.

 

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, anti-greenmail 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 supporting management proposals not assessed as a potential takeover defense, but if so assessed, weighing management’s rationale for the change.  Generally, vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported.  Generally, vote AGAINST shareholder reincorporation proposals not also supported by the company.

 

10.                               Mergers and Corporate Restructurings

 

Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to proposals regarding business combinations, particularly those between otherwise unaffiliated parties, or other corporate restructurings being considered on behalf of that Fund.

 

Generally, vote FOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR is accordingly recommended by the Agent or an Investment Professional.

 

Mergers and Acquisitions

 

Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis.

 

Corporate Restructuring

 

Votes on corporate restructuring proposals, including demergers, minority squeezeouts, leveraged buyouts, spinoffs, liquidations, dispositions, divestitures and asset sales, should be

 

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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.

 

11.                               Mutual Fund Proxies

 

Approving New Classes or Series of Shares

 

Generally, vote FOR the establishment of new classes or series of shares.

 

Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval

 

Generally, vote FOR these proposals.

 

Master-Feeder Structure

 

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

 

Establish Director Ownership Requirement

 

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

 

The matters below should be examined on a CASE-BY-CASE basis:

 

·                  Election of Directors

·                  Converting Closed-end Fund to Open-end Fund

·                  Proxy Contests

·                  Investment Advisory Agreements

·                  Preferred Stock Proposals

·                  1940 Act Policies

·                  Changing a Fundamental Restriction to a Nonfundamental Restriction

·                  Change Fundamental Investment Objective to Nonfundamental

·                  Name Rule Proposals

·                  Disposition of Assets/Termination/Liquidation

·                  Changes to the Charter Document

·                  Changing the Domicile of a Fund

·                  Change in Fund’s Subclassification

 

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·                  Distribution Agreements

·                  Mergers

·                  Reimburse Shareholder for Expenses Incurred

·                  Terminate the Investment Advisor

 

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 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.

 

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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

 

Consider proposals seeking authority to call shareholder meetings on less than 21 days’ notice on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to consider whether the issuer has provided clear disclosure of its compliance with any hurdle conditions for the authority imposed by applicable law and has historically limited it use of such authority to time-sensitive matters.

 

Discharge of Management/Supervisory Board Members

 

Generally, vote FOR management proposals seeking the discharge of management and supervisory board members, unless the Agent recommends AGAINST due to concern about the past actions of the company’s auditors or directors or legal action is being taken against the board by other shareholders, including when the proposal is bundled.  Generally do not withhold support from such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the issuer or its board.

 

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.

 

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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.  Further, unless otherwise provided for herein, 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, with primary consideration in contested elections given to input from the Investment Professional(s) for a given Fund.

 

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

 

For issuers in all markets, including those in tax haven markets and those in Japan that have adopted the U.S.-style board-with-committees structure, vote AGAINST non-independent nominees to the audit committee, or, if the slate of nominees is bundled, vote AGAINST the slate.  If the slate is bundled and audit committee membership is unclear or proposed as a separate agenda item, vote FOR if the Agent otherwise recommends support.  For Canadian issuers, the Funds’ U.S. Guidelines with respect to audit committees shall apply; in addition, nominees (or slates of nominees) will be voted AGAINST if they do not comply with regulatory requirements to disclose audit fees broken down by category.

 

Negative recommendations from the Agent on slate ballots of nominees at Canadian issuers will be considered on a CASE-BY-CASE basis if the board is classified or the Agent cites other concerns not otherwise supported by these Guidelines, generally voting AGAINST when concerns relate to dual class capital structures or other anti-takeover/entrenchment devices.

 

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.

 

Vote FOR non-independent directors who sit on the compensation or nominating committees if such committee meets 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 the 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.

 

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For issuers in tax haven markets, generally withhold support (AGAINST or ABSTAIN, as appropriate) from bundled slates of nominees if the board is non-majority independent.  For issuers in Canada and other global markets, generally follow the Agent’s standards for withholding support from bundled slates or non-independent directors (typically excluding the CEO), as applicable, if the board does not meet the Agent’s independence standards or the board’s independence cannot be ascertained due to inadequate disclosure.

 

For issuers in Japan, generally follow the Agent’s recommendations in furtherance of greater board independence and minority shareholder protections.  Specifically, at listed subsidiary companies with publicly-traded parent companies, generally vote AGAINST reelection of top executives if the board after the shareholder meeting does not include at least two directors deemed independent under the Agent’s standards.  At listed subsidiaries with the U.S.-style board-with-committees, generally also vote AGAINST nominating committee members who are insiders or affiliated outsiders if the board after the shareholder meeting does not include at least two directors deemed independent under the Agent’s standards.  However, so that companies may have time to identify and recruit qualified candidates, for 2010, generally DO NOT VOTE AGAINST the reelection of executives if the company has at least one independent director.

 

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

 

·                  Bundled slates of nominees (e.g., France, Hong Kong or Spain);

·                  Simultaneous reappointment of retiring directors (e.g., South Africa);

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

·                  Nominees whose names are not disclosed in advance of the meeting (e.g., Austria, Philippines, Hong Kong or South Africa) or far enough in advance relative to voting deadlines (e.g., Italy) to make an informed voting decision.

 

Such criteria will not generally provide grounds for withholding support in countries in which they may be identified as best practice but such legislation or market practice is not yet applicable, unless specific governance shortfalls identified by the Agent (e.g., director terms longer than four years) indicate diminished accountability to shareholders and so dictate that less latitude should be extended to the issuer.

 

Generally vote FOR nominees without regard to recommendations that the position of chairman should be separate from that of CEO or otherwise required to be independent, unless other concerns requiring CASE-BY-CASE consideration have been raised.  The latter would include former CEOs proposed as board chairmen in markets such as the United Kingdom for which best practice and the Agent recommend against such practice.

 

In cases in which cumulative or net voting applies, generally vote with Agent’s recommendation to support nominees asserted by the issuer to be independent, even if independence disclosure or criteria fall short of Agent’s standards.

 

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Consider nominees for whom the Agent has raised concerns regarding scandals or internal controls on a CASE-BY-CASE basis, generally withholding support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of nominees when:

 

·                  The scandal or shortfall in controls took place at the company, or an affiliate, for which the nominee is being considered;

·                  Culpability can be attributed to the nominee (e.g., nominee manages or audits relevant function), and

·                  The nominee has been directly implicated, with resulting arrest and criminal charge or regulatory sanction.

 

Consider non-independent nominees on a CASE-BY-CASE basis when the Agent has raised concerns regarding diminished shareholder value as evidenced by a significant drop in share price, generally voting with Agent’s recommendation AGAINST such nominees when few, if any, outside directors are present on the board and:

 

·                  The founding family has retained undue influence over the company despite a history of scandal or problematic controls;

·                  The nominees have engaged in protectionist activities such as introduction of a poison pill or preferential and/or dilutive share issuances; or

·                  Evidence exists regarding compliance or accounting shortfalls.

 

If the Agent recommends withholding support due to other material failures or egregious actions, the Funds’ U.S. Guidelines with respect such issues shall apply.

 

Consider nominees serving on the remuneration committee on a CASE-BY-CASE basis if the Agent recommends withholding support from nominees in connection with remuneration practices not otherwise supported by these Guidelines, including cases in which the issuer has not followed market practice by submitting a resolution on executive compensation.

 

For markets such as the tax havens, Australia, Canada, Hong Kong, Malaysia, Singapore and South Africa (and for outside directors in South Korea) in which nominees’ attendance records are adequately disclosed, the Funds’ U.S. Guidelines with respect to director attendance shall apply.  The same two-year attendance policy shall be applied regarding attendance by directors and statutory auditors of Japanese companies if year-over-year data can be tracked by nominee.  For issuers in Canada, generally vote AGAINST a slate of nominees if one or more nominees fail the attendance Guideline, unless the Agent cites compelling reasons for supporting the slate (e.g., the issuer’s commitment to replace slate elections with individual elections within a year).

 

Consider self-nominated director candidates on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such candidates, except that (1) an unqualified candidate will generally not be supported simply to effect a “protest vote” and (2) cases of multiple self-nominated candidates may be considered as a proxy contest if similar issues are raised (e.g., potential change in control).

 

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Generally vote FOR nominees without regard to “over-boarding” issues raised by the Agent unless other concerns requiring CASE-BY-CASE consideration have been raised.

 

In cases where a director holds more than one board seat and corresponding votes, manifested as one seat as a physical person plus an additional seat as a representative of a legal entity, generally vote with the Agent’s recommendation to withhold support (AGAINST or ABSTAIN, as appropriate) from the legal entity and vote on the physical person.

 

Generally, vote with the Agent’s recommendation to withhold support (AGAINST or ABSTAIN, as appropriate) from nominees for whom support has become moot since the time the individual was nominated (e.g., due to death, disqualification or determination not to accept appointment).

 

Generally, vote with the Agent’s recommendation when more candidates are presented than available seats and no other provisions under these Guidelines apply.

 

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

 

Board Structure

 

Generally, vote FOR proposals to fix board size, but also support proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations.  Proposed article amendments in this regard shall be considered on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals.

 

Director and Officer Indemnification and Liability Protection

 

Generally, vote in accordance with the Agent’s standards for indemnification and liability protection for officers and directors, voting AGAINST overly broad provisions.

 

Independent Statutory Auditors

 

With respect to Japanese companies that have not adopted the U.S.-style board-with-committees structure, vote AGAINST any nominee to the position of “independent statutory auditor” whom the Agent considers affiliated, e.g., if the nominee has worked a significant portion of his career for the company, its main bank or one of its top shareholders.  Where shareholders are forced to vote on multiple nominees in a single resolution, vote AGAINST all nominees.  In cases in which multiple slates of statutory auditors are presented, generally vote with the Agent’s recommendation, typically to support nominees deemed to be more independent and/or aligned with interests of minority shareholders.

 

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

 

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Key Committees

 

Generally, vote AGAINST proposals that permit non-board members to serve on the audit, compensation or nominating committee, provided that bundled slates may be supported if no slate nominee serves on the relevant committee(s).  If not otherwise addressed under these Guidelines, consider other negative recommendations from the Agent regarding committee members on a CASE-BY-CASE basis.

 

Director and Statutory Auditor Remuneration

 

Consider director compensation plans on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals, while also factoring in the merits of the rationale and disclosure provided.

 

Generally, vote FOR proposals to approve the remuneration of directors and auditors as long as the amount is not excessive (e.g., significant increases should be supported by adequate rationale and disclosure), there is no evidence of abuse, the recipient’s overall compensation appears reasonable, and the board and/or responsible committee meets exchange or market standards for independence.

 

For European issuers, vote AGAINST non-executive director remuneration if:

 

·                  The advance general meeting documents do not specify fees paid to non-executive directors;

·                  The company seeks to excessively increase the fees relative to market or sector practices without providing a reasonable rationale for the increase; or

·                  It provides for granting of stock options or similarly structured equity-based compensation.

 

For Toronto Stock Exchange (TSX) issuers, the Agent’s limits with respect to equity awards to non-employee directors shall apply.

 

Bonus Payments

 

With respect to Japanese companies, generally vote FOR retirement bonus proposals if all payments are for directors and auditors who have served as executives of the company.  Generally vote AGAINST such proposals if one or more payments are for non-executive, affiliated directors or statutory auditors when one or more of the individuals to whom the grants are being proposed (1) has not served in an executive capacity for the company for at least three years or (2) has been designated by the company as an independent statutory auditor, regardless of the length of time he/she has served.  In all markets, if issues have been raised regarding a scandal or internal controls, generally vote AGAINST bonus proposals for retiring directors or continuing directors or auditors when culpability can be attributed to the nominee (e.g., if a Fund is also voting AGAINST the nominee under criteria herein regarding issues of scandal or internal controls), unless bundled with bonuses for a majority of directors or auditors a Fund is voting FOR.

 

Stock Option Plans for Independent Internal Statutory Auditors

 

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

 

46


 

Compensation Plans

 

Unless otherwise provided for herein, votes with respect to compensation plans, and awards thereunder or capital issuances in support thereof, should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, considering quantitative or qualitative factors as appropriate for the market.

 

Amendment Procedures for Equity Compensation Plans and ESPPs

 

For TSX issuers, votes with respect to amendment procedures for security-based compensation arrangements and employee share purchase plans shall generally be cast in a manner designed to preserve shareholder approval rights, with voting decisions generally based on the Agent’s recommendation.

 

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 or participation in company offerings such as IPOs or private placements), the issuance of shares in connection with such plans, or related management proposals (e.g., article amendments) that:

 

·                  Exceed Agent’s recommended dilution limits, including cases in which the Agent suggests dilution cannot be fully assessed (e.g., due to inadequate disclosure);

·                  Provide deep or near-term discounts (or the equivalent, such as dividend equivalents on unexercised options) to executives or directors, unless discounts to executives are adequately mitigated by other requirements such as long-term vesting (e.g., Japan) or broad-based employee participation otherwise meeting the Agent’s standards (e.g., France);

·                  Are administered with discretion by potential grant recipients, unless such discretion is deemed acceptable due to market practice or other mitigating provisions;

·                  Provide for retirement benefits or equity incentive awards to outside directors if not in line with market practice (e.g., Australia, Belgium, The Netherlands);

·                  Permit financial assistance in the form of non-recourse (or essentially non-recourse) loans in connection with executive’s participation;

·                  For matching share plans, do not meet the Agent’s standards, considering holding period, discounts, dilution, participation, purchase price and performance criteria;

·                  Provide for vesting upon change in control if deemed to evidence a conflict of interest or anti-takeover device or if the change in control definition is too liberal (e.g., does not result in actual change in control);

·                  Provide no disclosure regarding vesting or performance criteria (provided that proposals providing disclosure in one or both areas, without regard to Agent’s criteria for such disclosure, shall be supported provided they otherwise satisfy these Guidelines);

·                  Permit post-employment vesting if deemed inappropriate by the Agent;

 

47


 

·                  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; or

·                  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 retesting is de minimis as a percentage of overall compensation or is acceptable relative to market practice, or (3) the issuer has committed to cease retesting within a reasonable period of time.

 

Generally, vote FOR such plans/awards or the related issuance of shares that (1) do not suffer from the defects noted above, or (2) otherwise meet the Agent’s tests if the considerations raised by the Agent pertain primarily to performance hurdles, contract or notice periods, severance/termination payments relative to multiples of annual compensation, discretionary bonuses, recruitment awards, retention incentives, non-compete payments or vesting upon change in control (other than addressed above), if:

 

(1)                      The company has provided adequate disclosure and/or a reasonable rationale regarding the relevant plan/award, practice or participation;

 

(2)                      The recipient’s overall compensation appears reasonable;

 

(3)                      Potential payments or awards are not so significant (individually or collectively) as to potentially influence an executive’s decision-making (e.g., to enter into a transaction that will result in a change of control payment) or to effectively act as a poison pill; and

 

(4)                      The board and/or responsible committee meets exchange or market standards for independence.

 

Unless otherwise provided for herein, market practice of the primary country in which a company does business, or in which an employee is serving, as applicable, shall supersede that of the issuer’s domicile.

 

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

 

Remuneration Reports (Advisory Votes on Executive Compensation)

 

Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of concerns identified by the Agent) from remuneration reports/advisory votes on compensation that include compensation plans that:

 

(1)                      Permit practices or features not supported under these Guidelines, including financial assistance under the conditions described above;

 

(2)                      Permit retesting excessive relative to market practice (irrespective of the Agent’s support for the report as a whole);

 

(3)                      Cite long-term incentive plans deemed to be inadequately based on equity awards (e.g., cash-based plans or plans lacking an appropriate equity component);

 

(4)                      Cite equity award valuation methods triggering a negative recommendation from the Agent;

 

(5)                      For issuers in the United Kingdom, include components, metrics or rationales that have not been adequately disclosed;

 

48


 

(6)                      For issuers in Australia, permit open market purchase of shares in support of equity grants in lieu of seeking shareholder approval, but only if the issuer has a history of significant negative votes when formally seeking approval for such grants; or

 

(7)                      Include provisions for retirement benefits or equity incentive awards to outside directors if not in line with market practice, except that reports will generally be voted FOR if contractual components are reasonably aligned with market practices on a going-forward basis (e.g., existing obligations related to retirement benefits or terms contrary to evolving standards would not preclude support for the report).

 

Reports receiving the Agent’s support and not triggering the concerns cited above will generally be voted FOR.  Unless otherwise provided for herein, reports not receiving the Agent’s support due to concerns regarding severance/termination payments, “leaver” status, incentive structures and vesting or performance criteria not otherwise supported by these Guidelines shall be considered on a CASE-BY-CASE basis, generally voted FOR if:

 

(1)                      The company has provided a reasonable rationale and/or adequate disclosure regarding the matter(s) under consideration;

 

(2)                      The recipient’s overall compensation appears reasonable, and;

 

(3)                      The board and/or responsible committee meets exchange or market standards for independence.

 

Reports with typically unsupported features may be voted FOR in cases in which the Agent recommends their initial support as the issuer or market transitions to better practices (e.g., having committed to new regulations or governance codes).

 

Shareholder Proposals Regarding Executive and Director Pay

 

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

 

General Share Issuances

 

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s practice to determine support for general issuance requests (with or without preemptive rights), or related requests to repurchase and reissue shares, based on their amount relative to currently issued capital, appropriate volume and duration parameters, and market-specific considerations (e.g., priority right protections in France, reasonable levels of dilution and discount in Hong Kong).  Requests to reissue repurchased shares will not be supported unless a related general issuance request is also supported.

 

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

 

Generally, vote AGAINST proposals to issue shares (with or without preemptive rights), convertible bonds or warrants, to grant rights to acquire shares, or to amend the corporate charter relative to such issuances or grants in cases in which concerns have been identified by the Agent with respect to inadequate disclosure, inadequate restrictions on discounts, failure to meet the Agent’s standards for general issuance requests, or authority to refresh share issuance amounts without prior shareholder approval.

 

Generally, vote AGAINST nonspecific proposals authorizing excessive discretion to a board.

 

49


 

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

·                  Vote FOR specific proposals to increase authorized capital, unless:

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

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

·                  Vote AGAINST proposals to adopt unlimited capital authorizations.

·                  The Agent’s market-specific exceptions to the above parameters (e.g., The Netherlands, due to hybrid market controls) shall be applied.

 

Preferred Stock

 

Unless otherwise provided for herein, voting decisions should generally be based on the 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 activities (e.g., disclosure requirements or issuances, transfers or repurchases) that do not meet the Agent’s standards.  Generally vote in accordance with Agent’s recommendation to withhold support from a nominee in connection with poison pill or anti-takeover considerations when culpability for the actions can be specifically attributed to the nominee.  Generally DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations raised by the Agent.

 

Waiver on Tender-Bid Requirement

 

Generally, consider proposals on a CASE-BY-CASE basis seeking a waiver for a major shareholder from the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of a creeping takeover exists and the company has provided a reasonable rationale for the request.

 

50


 

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, which, in the case of related party transactions, would include concerns raised by the Agent regarding consulting agreements with non-executive directors but not severance/termination payments exceeding the Agent’s standards for multiples of annual compensation, provided the recipient’s overall compensation appears reasonable and the board and/or responsible committee meets exchange or market standards for independence.  Unless otherwise provided for herein, reports not receiving the Agent’s support due to other concerns regarding severance/termination payments not otherwise supported by these Guidelines shall be considered on a CASE-BY-CASE basis, factoring in the merits of the rationale or disclosure provided and generally voted FOR if the overall compensation package and/or program at issue appears reasonable.  Generally, vote AGAINST board-issued reports receiving a negative recommendation from the Agent due to concerns regarding independence of the board or the presence of non-independent directors on the audit committee.  However, generally do not withhold support from such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the issuer or its board.

 

Remuneration of Auditors

 

Generally, vote FOR proposals to authorize the board to determine the remuneration of auditors, unless there is evidence of excessive compensation relative to the size and nature of the company.

 

Indemnification of Auditors

 

Generally, vote AGAINST proposals to indemnify auditors.

 

Ratification of Auditors and Approval of Auditors’ Fees

 

For Canadian issuers, the Funds’ U.S. Guidelines with respect to auditors and auditor fees shall apply.

 

For other markets, generally, follow the Agent’s standards for proposals seeking auditor ratification or approval of auditors’ fees, which indicate a vote FOR such proposals for European companies in the MSCI EAFE index, provided the level of disclosure and independence meet the Agent’s standards.  However, if fees for non-audit services (excluding significant, one-time events) exceed 50 percent of total auditor fees, consider on a CASE-BY-CASE basis, and vote FOR ratification of auditors or approval of auditors’ fees if it appears that remuneration for the non-audit work is not so lucrative as to taint the auditor’s independence.

 

In other cases, generally vote FOR such proposals unless there are material concerns raised by the Agent about the auditor’s practices or independence.

 

Audit Commission

 

Consider nominees to the audit commission on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such candidates.

 

51


 

Allocation of Income and Dividends

 

With respect to Japanese companies, consider management proposals concerning allocation of income and the distribution of dividends, including adjustments to reserves to make capital available for such purposes, on a CASE-BY-CASE basis, generally voting with the Agent’s recommendations to support such proposals unless:

 

·                  The dividend payout ratio has been consistently below 30 percent without adequate explanation; or

·                  The payout is excessive given the company’s financial position.

 

Generally vote FOR such proposals by issuers in other markets.  In any markets, in the event management offers multiple dividend proposals on the same agenda, primary consideration shall be given to input from the relevant Investment Professional(s) and voted with the Agent’s recommendation if no input is received.

 

Stock (Scrip) Dividend Alternatives

 

Generally, vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

 

Debt Instruments

 

Generally, vote AGAINST proposals authorizing excessive discretion to a board to issue or set terms for debt instruments (e.g., commercial paper).

 

Debt Issuance Requests

 

When evaluating a debt issuance request, the issuing 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, or for which inadequate disclosure precludes calculation of the gearing level, comparing any such proposed debt issuance to industry and market standards, and with voting decisions generally based on the Agent’s approach to evaluating such requests.

 

Financing Plans

 

Generally, vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.

 

Related Party Transactions

 

Consider related party transactions on a CASE-BY-CASE basis.  Generally, vote FOR approval of such transactions unless the agreement requests a strategic move outside the company’s

 

52


 

charter or contains unfavorable or high-risk terms (e.g., deposits without security interest or guaranty).

 

Approval of Donations

 

Generally, vote AGAINST such proposals unless adequate, prior disclosure of amounts is provided; if so, single- or multi-year authorities may be supported.

 

Capitalization of Reserves

 

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

 

Investment of Company Reserves

 

These proposals should generally be analyzed on a CASE-BY-CASE basis, with primary consideration given to input from the Investment Professional(s) for a given Fund.

 

Article Amendments

 

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

 

Generally, vote FOR an article amendment if:

 

·                  It is editorial in nature;

·                  Shareholder rights are protected;

·                  There is negligible or positive impact on shareholder value;

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

·                  It seeks to discontinue and/or delist a form of the issuer’s securities in cases in which the relevant Fund does not hold the affected security type; or

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

 

Generally, vote AGAINST an article amendment if:

 

·                  It removes or lowers quorum requirements for board or shareholder meetings below levels recommended by the Agent;

·                  It reduces relevant disclosure to shareholders;

·                  It seeks to align the articles with provisions of another proposal not supported by these Guidelines;

·                  It is not supported under these Guidelines, is presented within a bundled proposal, and the negative impact, on balance, outweighs any positive impact; or

·                  It imposes a negative impact on existing shareholder rights, including rights of the Funds, or diminishes accountability to shareholders to the extent that any positive impact would not be deemed to be sufficient to outweigh removal or diminution of such rights.

 

With respect to article amendments for Japanese companies:

 

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

 

53


 

·                  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 or to otherwise align them with provisions of a takeover defense.

·                  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.

 

54


 

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:

 

Daniel A. Norman. Mr. Norman is Senior Vice President and Senior Portfolio Manager in the Senior Debt Group, and has served in that capacity since November 1999. Prior to that, Mr. Norman was Senior Vice President and Portfolio Manager in the Senior Debt Group (since April 1995). Mr. Norman also serves as Senior Vice President and Treasurer of the Fund (since January 2001), and he serves as Senior Vice President and Treasurer of ING Prime Rate Trust, another closed-end fund sub-advised by ING IM that invests primarily in Senior Loans. Mr. Norman has co-managed the Fund with Jeffrey A. Bakalar and Curtis F. Lee since April of 2001.

 

Jeffrey A. Bakalar. Mr. Bakalar is Senior Vice President and Senior Portfolio Manager in the Senior Debt Group, and has served in that capacity since November 1999. Prior to that, Mr. Bakalar was Senior Vice President and Portfolio Manager in the Senior Debt Group (since January 1998). Before joining ING Groep, Mr. Bakalar was Vice President of The First National Bank of Chicago (from 1994 to 1998). Mr. Bakalar also serves as Senior Vice President of the Fund (since January 2001) and as Senior Vice President of ING Prime Rate Trust, another closed-end fund sub-advised by ING IM that invests primarily in Senior Loans. Mr. Bakalar co-managed the Fund with Mr. Norman and Mr. Lee since April of 2001.

 

(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 as of February 28, 2009.

 

 

 

Registered Investment
Companies

 

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

 

Daniel A. Norman

 

2

 

$

2.14

 

10

 

$

7.22

 

0

 

0

 

Jeffrey A. Bakalar

 

2

 

$

2.14

 

10

 

$

7.22

 

0

 

0

 

 

*  Of these other accounts, none have an advisory fee based on performance.

 


 

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

 

A portfolio manager may be subject to potential conflicts of interest because the portfolio manager is responsible for other accounts in addition to a Portfolio.  These other accounts may include, among others, other mutual funds, separately managed advisory accounts, commingled trust accounts, insurance separate accounts, wrap fee programs and hedge funds.  Potential conflicts may arise out of the implementation of differing investment strategies for the portfolio manager’s various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by the portfolio manager’s accounts. 

 

A potential conflict of interest may arise as a result of the portfolio manager’s responsibility for multiple accounts with similar investment guidelines.  Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity.  Similar conflicts may arise when multiple accounts seek to dispose of the same investment.

 

A portfolio manager may also manage accounts whose objectives and policies differ from those of the Portfolio.  These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the portfolio manager may have adverse consequences for another account managed by the portfolio manager.  For example, if an account were to sell a significant position in a security, which could cause the market price of that security to decrease, while the Portfolio maintained its position in that security.

 

A potential conflict may arise when a portfolio manager is responsible for accounts that have different advisory fees – the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to particularly appealing investment opportunities.  This conflict may be heightened where an account is subject to a performance-based fee. 

 

As part of its compliance program, ING IM has adopted policies and procedures reasonably designed to address the potential conflicts of interest described above.  Finally, a potential conflict of interest may arise because the investment mandates for certain other accounts, such as hedge funds, may allow extensive use of short sales, which, in theory, could allow them to enter into short positions in securities where other accounts hold long positions. ING IM has policies and procedures reasonably designed to limit and monitor short sales by the other accounts to avoid harm to the Portfolios.

 

(a) (3) Compensation

 

Compensation consists of (a) fixed base salary; (b) bonus which is based on ING IM’s performance, one- and three- year pre-tax performance of the accounts the portfolio managers are primarily and jointly responsible for relative to account benchmarks and peer universe performance, and revenue growth of the accounts they are responsible for; and (c) long-term equity awards tied to the performance of our parent company, ING Groep.

 

Portfolio managers are also eligible to participate in an annual cash incentive plan.  The overall design of the ING IM annual incentive plan was developed to closely tie pay to performance, structured in such a way as to drive performance and promote retention of top talent.  As with base salary compensation, individual target awards are determined and set based on external market data and internal comparators.  Investment performance is measured on both relative and absolute performance in all areas.  ING IM has a defined index, the Standard & Poor’s (“S&P’s”) LSTA Leveraged Loan Index and, where applicable, peer groups including but not limited to Russell, Morningstar, Lipper and Lehman and set performance goals to appropriately reflect requirements for each investment team.  The measures for each team are outlined on a “scorecard” that is reviewed on an annual basis.  These scorecards reflect a comprehensive approach to measuring investment performance versus both benchmarks and peer groups over one and three year periods

 


 

and year-to-date net cash flow (changes in the accounts’ net assets not attributable to changes in the value of the accounts’ investments) for all accounts managed by the team.  The results for overall IIM scorecards are calculated on an asset weighted performance basis of the individual team scorecards.   

 

Investment professionals’ performance measures for bonus determinations are weighted by 25% being attributable to the overall ING IM performance and 75% attributable to their specific team results (60% investment performance and 15% revenue).

 

Based on job function, internal comparators and external market data, portfolio managers participate in the ING Long-Term Incentive Plan.  Plan awards are based on the current year’s performance as defined by the ING IM component of the annual incentive plan.  The awards vest in three years and are paid in a combination of ING restricted stock, stock options and restricted performance units.

 

Portfolio managers whose fixed base salary compensation exceeds a particular threshold may participate in ING’s deferred compensation plan.  The plan provides an opportunity to invest deferred amounts of compensation in mutual funds, ING stock or at an annual fixed interest rate.  Deferral elections are done on an annual basis and the amount of compensation deferred is irrevocable.

 

(a) (4) Ownership of Securities

 

The following table shows the dollar range of shares of the Fund owned by each team member as of February 28, 2010, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans.

 

Portfolio Manager

 

Dollar Range of Fund Shares Owned

 

Daniel A. Norman

 

none

 

Jeffrey A. Bakalar

 

none

 

 

(b)                                 Not applicable.

 


 

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.

 

 

 


 

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 Senior Income Fund

 

 

By

/s/ Shaun P. Mathews

 

Shaun P. Mathews

 

President and Chief Executive Officer

 

Date: May 7, 2010

 

 

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

 

 

By

/s/ Shaun P. Mathews

 

Shaun P. Mathews

 

President and Chief Executive Officer

 

Date: May 7, 2010

 

 

By

/s/ Todd Modic

 

Todd Modic

 

Senior Vice President and Chief Financial Officer

 

Date: May 7, 2010