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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: | August 31, 2006 | |
| | | | | | | | | |
ITEM 1. REPORTS TO STOCKHOLDERS.
The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):
Funds
Semi-Annual Report
August 31, 2006
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 funds' investment objectives, risks, charges, expenses and other information. This information should be read carefully.
ING Senior Income Fund
SEMI-ANNUAL REPORT
August 31, 2006
Table of Contents
Portfolio Managers' Report | | | 3 | | |
|
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 | | | 26 | | |
|
Portfolio of Investments | | | 27 | | |
|
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ING Senior Income Fund
PORTFOLIO MANAGERS' REPORT
Dear Shareholders:
ING Senior Income Fund (the "Fund") is a continuously offered, diversified and 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 AUGUST 31, 2006 | |
Net Assets | | $ | 2,296,234,188 | | |
Total Assets | | $ | 2,714,291,269 | | |
Assets Invested in Senior Loans | | $ | 2,598,404,611 | | |
Senior Loans Represented | | | 575 | | |
Average Amount Outstanding per Loan | | $ | 4,518,965 | | |
Industries Represented | | | 38 | | |
Average Loan Amount per Industry | | $ | 68,379,069 | | |
Portfolio Turnover Rate (YTD) | | | 57 | % | |
Weighted Average Days to Interest Rate Reset | | | 41 | | |
Average Loan Final Maturity | | | 63 months | | |
Total Leverage as a Percentage of Total Assets | | | 12.75 | % | |
PERFORMANCE SUMMARY
During the six months ended August 31, 2006, the Fund's Class A and Q shares each distributed total dividends from income of $0.50, resulting in an average annualized distribution rate of 6.74%(1) and 6.77%(1), respectively. During the same period, the Fund's Class B and Class C shares each distributed total dividends from income of $0.46, resulting in an average annualized distribution rate of 6.25%(1) for Class B shares and 6.25%(1) for Class C shares.
The Fund's total return for the six months ended August 31, 2006, for each of the share classes, excluding sales charges, ranged from 2.42% on Class A, 2.10% on Class B, 2.10% on Class C and 2.37% on Class Q. The Fund's net returns were slightly less than the returns of the S&P/LSTA Leveraged Loan Index ("LLI"), which had a gross return of 2.79%.
PORTFOLIO OVERVIEW
Underperformance during the period can be traced directly to two mid-second-quarter events. First, a secondary market price correction disproportionately impacted the better-quality, typically lower coupon sub-set of the market, an area that the Fund has historically emphasized based on its lower credit risk profile. Second, the Fund's performance was hurt by reduced bid levels for loans of the Adelphia Communications group of affiliates, due to uncertainty surrounding the distribution of the company's escrowed sale proceeds. Since those events, investor appetite (and thus bid levels) has improved and returns for the Fund have been as expected.
Sector positioning remained relatively stable over the period, which benefited the Fund. Cable and healthcare, the Fund's largest and second largest exposures respectively as of August 31, continue
(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 (in the case of NAV) or the average month-end NYSE Composite closing price (in the case of Market). 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.
3
ING Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
to be two of the best performing sectors in the LLI(2) (despite Adelphia's inclusion in the cable sector). The Fund has for the most part avoided those areas of existing or developing weakness such as auto suppliers and real estate/residential building products.
Credit conditions in the broad market remain steady as evidenced by a stable trailing twelve month default rate LLI(2) to 1.36% at period-end, from 2.08% as of our last fiscal year ended February 28, 2006. The Fund's non-performing assets continue to be insignificant relative to total assets under management. The Fund did not and does not hold any of the defaults in the LLI(2) that have occurred since the beginning of the year.
USE OF LEVERAGE
The Fund seeks to prudently utilize financial leverage in order to increase the yield to shareholders. As of August 31, 2006, the Fund had $346 million in outstanding loans under a $750 million revolving credit facility.
TOP TEN SENIOR LOAN ISSUERS AS OF AUGUST 31, 2006 AS A PERCENTAGE OF: | |
| | TOTAL ASSETS | | NET ASSETS | |
Charter Communications Operating, LLC | | | 2.3 | % | | | 2.7 | % | |
Georgia-Pacific Corporation | | | 2.0 | % | | | 2.3 | % | |
Metro-Goldwyn-Mayer Studios, Inc. | | | 1.9 | % | | | 2.2 | % | |
Cequel Communications, LLC | | | 1.5 | % | | | 1.7 | % | |
NRG Energy, Inc. | | | 1.4 | % | | | 1.7 | % | |
CSC Holdings, Inc. | | | 1.3 | % | | | 1.5 | % | |
Sungard Data Systems, Inc. | | | 1.2 | % | | | 1.5 | % | |
Fidelity National Information Solutions, Inc. | | | 1.2 | % | | | 1.4 | % | |
Targa Resources, Inc. | | | 1.2 | % | | | 1.4 | % | |
Huntsman International, LLC | | | 1.1 | % | | | 1.3 | % | |
Portfolio holdings are subject to change daily.
TOP TEN INDUSTRY SECTORS AS OF AUGUST 31, 2006 AS A PERCENTAGE OF: | |
| | TOTAL ASSETS | | NET ASSETS | |
North American Cable | | | 11.3 | % | | | 13.3 | % | |
Healthcare, Education and Childcare | | | 8.8 | % | | | 10.4 | % | |
Chemicals, Plastics & Rubber | | | 6.4 | % | | | 7.5 | % | |
Oil & Gas | | | 5.2 | % | | | 6.2 | % | |
Printing & Publishing | | | 4.7 | % | | | 5.5 | % | |
Buildings & Real Estate | | | 4.6 | % | | | 5.4 | % | |
Utilities | | | 4.3 | % | | | 5.1 | % | |
Leisure, Amusement, Entertainment | | | 4.0 | % | | | 4.7 | % | |
Automobile | | | 4.0 | % | | | 4.7 | % | |
Retail Stores | | | 3.2 | % | | | 3.8 | % | |
Portfolio holdings are subject to change daily.
(2) The S&P/LSTA Leveraged Loan Index ("LLI")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 too verse as issuers. Standard & Poor's and the Loan Syndications and Trading Association ("LSTA") conceived the LLI to establish a performance benchmark for the syndicated leveraged loan industry. An investor cannot invest directly in an index.
4
ING Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
CURRENT STRATEGY AND OUTLOOK:
Despite uncertainty surrounding upcoming Fed actions, we believe the near-term prognosis for the loan market remains favorable. While new issue spreads have tightened a bit recently (coincident with robust demand), we expect that trend to stall due to a record visible new issue pipeline anchored by several multi-billion dollar transactions. Our strategy is focused on delivering attractive risk-adjusted returns and moderate net asset value volatility. The combination of stable credit conditions, healthy demand (driven largely by collateralized loan obligation issuance) and a constant flow of new transactions coming to market should provide a positive environment for non-investment grade loan performance through the balance of 2006.
| | | |
|
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
October 24, 2006
5
ING Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
| | Average Annual Total Net Returns for the Periods Ended August 31, 2006 | |
| | 1 Year | | 3 Year | | 5 Year | | April 2, 2001 | |
Including Sales Charge: | |
Class A(1) | | | 2.53 | % | | | 3.78 | % | | | 4.34 | % | | | 5.58 | % | |
Class B(2) | | | 1.55 | % | | | 4.31 | % | | | 4.62 | % | | | 5.00 | % | |
Class C(3) | | | 3.59 | % | | | 4.94 | % | | | 4.81 | % | | | 5.03 | % | |
Class Q | | | 5.12 | % | | | 5.44 | % | | | 5.30 | % | | | 5.49 | % | |
Excluding Sales Charge: | |
Class A | | | 5.16 | % | | | 5.48 | % | | | 5.36 | % | | | 5.58 | % | |
Class B | | | 4.51 | % | | | 4.92 | % | | | 4.78 | % | | | 5.00 | % | |
Class C | | | 4.58 | % | | | 4.94 | % | | | 4.81 | % | | | 5.03 | % | |
Class Q | | | 5.12 | % | | | 5.44 | % | | | 5.30 | % | | | 5.49 | % | |
S&P/LSTA Leveraged Loan Index(4) | | | 5.89 | % | | | 5.93 | % | | | 5.11 | % | | | 5.22 | % | |
The table above illustrates the total net return of the Fund against the gross return of the LLI. The LLI Index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund's performance is shown both with and without the imposition of sales charges.
Total 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 LLI Index ("LLI") 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 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 March 31, 2001 for Class A, B, C and Class Q common shares.
6
ING Senior Income Fund
PORTFOLIO MANAGERS' REPORT (continued)
YIELDS AND DISTRIBUTIONS RATES
| | 30-Day SEC Yields(1) | | Average Annualized Distribution Rates(2) | |
| | Class A | | Class B | | Class C | | Class Q | | Class A | | Class B | | Class C | | Class Q | |
August 31, 2006 | | | 6.39 | % | | | 6.05 | % | | | 6.05 | % | | | 6.57 | % | | | 6.74 | % | | | 6.25 | % | | | 6.25 | % | | | 6.77 | % | |
August 31, 2005 | | | 4.70 | % | | | 4.32 | % | | | 4.31 | % | | | 4.79 | % | | | 5.02 | % | | | 4.53 | % | | | 4.52 | % | | | 5.04 | % | |
(1) Yield is calculated by dividing the Fund's net investment income per share for the most recent thirty days by the maximum offering price per share on the last day of the period. Yield calculations are compounded for six months and annualized for a twelve-month period to derive the Fund's yield consistent with the U.S. Securities and Exchange Commission ("SEC") standardized yield formula.
(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 net asset value ("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.
No Daily Redemptions: The Fund does not redeem its shares on a daily basis and there is no market for its shares. Shareholders can only redeem their shares once a month, and if redemption requests from all shareholders exceed 5% of the Fund's total assets in a particular month, the Fund may reduce such requests pro rata and redeem only an amount equal to 5% of its total assets.
7
ING Senior Income Fund
STATEMENT OF ASSETS AND LIABILITIES as of August 31, 2006 (Unaudited)
ASSETS: | |
Investments in securities at value (Cost $2,605,865,590) | | $ | 2,615,577,803 | | |
Cash | | | 3,532,548 | | |
Foreign currencies at value (Cost $17,573,414) | | | 17,898,875 | | |
Receivables: | |
Investment securities sold | | | 39,854,634 | | |
Fund shares sold | | | 9,773,109 | | |
Interest | | | 27,391,004 | | |
Unrealized appreciation on foreign currency contracts | | | 3,600 | | |
Prepaid expenses | | | 259,571 | | |
Prepaid arrangement fees on notes payable | | | 125 | | |
Total assets | | | 2,714,291,269 | | |
LIABILITIES: | |
Payable for investment securities purchased | | | 61,500,512 | | |
Notes payable | | | 346,000,000 | | |
Accrued interest payable | | | 2,115,176 | | |
Deferred arrangement fees on senior loans | | | 418,963 | | |
Payable to affiliates | | | 2,982,408 | | |
Income distribution payable | | | 4,068,005 | | |
Unrealized depreciation on foreign currency contracts | | | 414,834 | | |
Accrued trustees fees | | | 21,042 | | |
Other accrued expenses and liabilities | | | 536,141 | | |
Total liabilities | | | 418,057,081 | | |
NET ASSETS | | $ | 2,296,234,188 | | |
NET ASSETS CONSIST OF: | |
Paid-in capital | | $ | 2,294,358,486 | | |
Distribution in excess of net investment income | | | (2,150,213 | ) | |
Accumulated net realized loss on investments | | | (5,549,188 | ) | |
Net unrealized appreciation on investments and foreign currency related transactions | | | 9,575,103 | | |
NET ASSETS | | $ | 2,296,234,188 | | |
See Accompanying Notes to Financial Statements
8
ING Senior Income Fund
STATEMENT OF ASSETS AND LIABILITIES as of August 31, 2006 (continued)
Class A: | |
Net assets | | $ | 1,059,009,270 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 68,652,461 | | |
Net asset value and redemption price per share | | $ | 15.43 | | |
Maximum offering price per share (2.50%)(1) | | $ | 15.83 | | |
Class B: | |
Net assets | | $ | 117,767,555 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 7,651,175 | | |
Net asset value and redemption price per share(2) | | $ | 15.39 | | |
Maximum offering price per share | | $ | 15.39 | | |
Class C: | |
Net assets | | $ | 960,799,548 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 62,354,276 | | |
Net asset value and redemption price per share(2) | | $ | 15.41 | | |
Maximum offering price per share | | $ | 15.41 | | |
Class Q: | |
Net assets | | $ | 158,657,815 | | |
Shares authorized | | | unlimited | | |
Par value | | $ | 0.01 | | |
Shares outstanding | | | 10,337,244 | | |
Net asset value and redemption price per share | | $ | 15.35 | | |
Maximum offering price per share | | $ | 15.35 | | |
(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 Six Months Ended August 31, 2006 (Unaudited)
INVESTMENT INCOME: | |
Interest | | $ | 99,576,597 | | |
Arrangement fees earned | | | 494,946 | | |
Other | | | 1,407,515 | | |
Total investment income | | | 101,479,058 | | |
EXPENSES: | |
Investment management fees | | | 10,910,807 | | |
Administration fees | | | 1,363,851 | | |
Distribution and service fees: | |
Class A | | | 1,231,212 | | |
Class B | | | 597,313 | | |
Class C | | | 3,568,652 | | |
Class Q | | | 221,955 | | |
Transfer agent fees: | |
Class A | | | 183,340 | | |
Class B | | | 22,058 | | |
Class C | | | 176,215 | | |
Class Q | | | 32,536 | | |
Shareholder reporting expense | | | 154,350 | | |
Interest expense | | | 13,916,226 | | |
Custody and accounting expense | | | 569,000 | | |
Credit facility fees | | | 3,767 | | |
Professional fees | | | 163,985 | | |
Trustees' fees | | | 46,800 | | |
Registration fees | | | 125,831 | | |
Postage expense | | | 354,850 | | |
Miscellaneous expense | | | 70,770 | | |
Total expenses | | | 33,713,518 | | |
Less: | |
Net recouped fees | | | 126,165 | | |
Net expenses | | | 33,839,683 | | |
Net investment income | | | 67,639,375 | | |
REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS: | | | | | |
Net realized loss on: | |
Investments | | | (94,147 | ) | |
Foreign currency related transactions | | | (466,609 | ) | |
Net realized loss on investments and foreign currency related transactions | | | (560,756 | ) | |
Net change in unrealized appreciation or depreciation on: | |
Investments | | | (17,807,976 | ) | |
Foreign currency related transactions | | | (137,110 | ) | |
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions | | | (17,945,086 | ) | |
Net realized and unrealized loss on investments and foreign currency related transactions | | | (18,505,842 | ) | |
Net increase in net assets resulting from operations | | $ | 49,133,533 | | |
See Accompanying Notes to Financial Statements
10
ING Senior Income Fund
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
| | Six Months Ended August 31, 2006 | | Year Ended February 28, 2006 | |
INCREASE IN NET ASSETS FROM OPERATIONS: | |
Net investment income | | $ | 67,639,375 | | | $ | 95,638,727 | | |
Net realized loss on investments and foreign currency related transactions | | | (560,756 | ) | | | (4,748,860 | ) | |
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions | | | (17,945,086 | ) | | | 3,162,848 | | |
Net increase in net assets resulting from operations | | | 49,133,533 | | | | 94,052,715 | | |
DISTRIBUTIONS TO SHAREHOLDERS: | |
Net investment income | |
Class A | | | (31,218,074 | ) | | | (41,083,708 | ) | |
Class B | | | (3,522,201 | ) | | | (5,430,910 | ) | |
Class C | | | (27,845,507 | ) | | | (40,253,552 | ) | |
Class Q | | | (5,666,020 | ) | | | (9,102,024 | ) | |
Net realized gain on investments | |
Class A | | | — | | | | (222,358 | ) | |
Class B | | | — | | | | (30,632 | ) | |
Class C | | | — | | | | (234,761 | ) | |
Class Q | | | — | | | | (48,368 | ) | |
Total Distributions | | | (68,251,802 | ) | | | (96,406,313 | ) | |
CAPITAL SHARE TRANSACTIONS: | |
Net proceeds from sale of shares | | | 564,704,444 | | | | 945,527,139 | | |
Dividends reinvested | | | 44,825,744 | | | | 63,704,837 | | |
| | | 609,530,188 | | | | 1,009,231,976 | | |
Cost of shares repurchased | | | (441,187,649 | ) | | | (735,409,909 | ) | |
Net increase in net assets resulting from capital share transactions | | | 168,342,539 | | | | 273,822,067 | | |
Net increase in net assets | | | 149,224,270 | | | | 271,468,469 | | |
NET ASSETS: | |
Beginning of period | | | 2,147,009,918 | | | | 1,875,541,449 | | |
End of period | | $ | 2,296,234,188 | | | $ | 2,147,009,918 | | |
Distributions in excess of net investment income at end of period | | $ | (2,150,213 | ) | | $ | (1,537,786 | ) | |
See Accompanying Notes to Financial Statements
11
ING Senior Income Fund
STATEMENT OF CASH FLOWS for the Six Months Ended August 31, 2006 (Unaudited)
INCREASE (DECREASE) IN CASH Cash Flows From Operating Activities: | |
Interest received | | $ | 91,752,823 | | |
Arrangement fee paid | | | 290,409 | | |
Other income received | | | 1,407,515 | | |
Interest paid | | | (13,536,964 | ) | |
Other operating expenses paid | | | (19,244,192 | ) | |
Purchases of investments | | | (944,542,434 | ) | |
Proceeds from disposition of investments | | | 799,374,079 | | |
Net cash used for operating activities | | | (84,498,764 | ) | |
Cash Flows From Financing Activities: | |
Distributions paid to common shareholders | | | (22,335,739 | ) | |
Proceeds from capital shares sold | | | 575,023,062 | | |
Disbursements for capital shares repurchased | | | (441,187,649 | ) | |
Net paydown of notes payable | | | (43,000,000 | ) | |
Net cash flows provided by financing activities | | | 68,499,674 | | |
Net decrease in cash | | | (15,999,090 | ) | |
Cash at beginning of period | | | 19,531,638 | | |
Cash at end of period | | $ | 3,532,548 | | |
Reconciliation Of Net Increase In Net Assets Resulting From Operations To Net Cash Provided By Operating Activities: | | | | | |
Net increase in net assets resulting from operations | | $ | 49,133,533 | | |
Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by operating activities: | | | | | |
Change in unrealized appreciation or depreciation on investments | | | 17,807,976 | | |
Change in unrealized appreciation or depreciation on foreign currencies | | | (274,124 | ) | |
Change in unrealized appreciation or depreciation on foreign currency contracts | | | 411,234 | | |
Net accretion/amortization of discounts on investments | | | (72,915 | ) | |
Realized loss on sale of investments and foreign currency related transactions | | | 560,756 | | |
Purchases of investments | | | (944,542,434 | ) | |
Proceeds on sale of investments | | | 799,374,079 | | |
Increase in interest receivable | | | (7,750,859 | ) | |
Decrease in prepaid arrangement fees on notes payable | | | 3,767 | | |
Decrease in prepaid expenses | | | 3,869 | | |
Decrease in deferred arrangement fees on senior loans | | | (204,537 | ) | |
Increase in accrued interest payable | | | 379,262 | | |
Decrease in reimbursement due from manager | | | 179,283 | | |
Increase in payable to affiliates | | | 412,190 | | |
Increase in accrued trustee fees | | | 4,532 | | |
Increase in accrued expenses | | | 75,624 | | |
Total adjustments | | | (133,632,297 | ) | |
Net cash used for operating activities | | $ | (84,498,764 | ) | |
Non Cash Financing Activities | |
Receivable for shares sold | | $ | 9,773,109 | | |
Reinvestment of dividends | | $ | 44,825,744 | | |
See Accompanying Notes to Financial Statements
12
ING SENIOR INCOME FUND (UNAUDITED) FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each period.
| | Class A | |
| | Six Months Ended August 31, | | Year Ended February 28 or 29, | | April 2, 2001(1) to February 28, | |
| | 2006 | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
Per Share Operating Performance: | |
Net asset value, beginning of period | | $ | 15.56 | | | | 15.59 | | | | 15.47 | | | | 14.83 | | | | 14.92 | | | | 15.00 | | |
Income (loss) from investment operations: | |
Net investment income | | $ | 0.50 | | | | 0.78 | | | | 0.55 | | | | 0.61 | | | | 0.69 | | | | 0.81 | | |
Net realized and unrealized gain (loss) on investments | | $ | (0.13 | ) | | | (0.03 | ) | | | 0.18 | | | | 0.69 | | | | (0.09 | ) | | | (0.09 | ) | |
Total income from investment operations | | $ | 0.37 | | | | 0.75 | | | | 0.73 | | | | 1.30 | | | | 0.60 | | | | 0.72 | | |
Less distributions from: | |
Net investment income | | $ | 0.50 | | | | 0.78 | | | | 0.56 | | | | 0.64 | | | | 0.69 | | | | 0.80 | | |
Net realized gain on investments | | $ | — | | | | — | | | | 0.05 | | | | 0.02 | | | | — | | | | — | | |
Total distributions | | $ | 0.50 | | | | 0.78 | | | | 0.61 | | | | 0.66 | | | | 0.69 | | | | 0.80 | | |
Net asset value, end of period | | $ | 15.43 | | | | 15.56 | | | | 15.59 | | | | 15.47 | | | | 14.83 | | | | 14.92 | | |
Total Investment Return(2) | | % | 2.42 | | | | 4.96 | | | | 4.80 | | | | 8.93 | | | | 4.15 | | | | 4.92 | | |
Ratios/Supplemental Data: | |
Net assets, end of period (000's) | | $ | 1,059,009 | | | | 918,621 | | | | 736,740 | | | | 172,975 | | | | 11,106 | | | | 2,411 | | |
Average borrowings (000's)(3) | | $ | 490,038 | | | | 325,044 | | | | 34,767 | | | | 20,771 | | | | 17,655 | | | | 19,797 | | |
Asset coverage per $1,000 of debt | | $ | 7,637 | | | | 6,519 | | | | 1,251 | | | | — | * | | | 689 | | | | 3,220 | | |
Ratios to average net assets after reimbursement/recoupment: | |
Expenses (before interest and other fees related to revolving credit facility)(4)(5) | | % | 1.54 | | | | 1.50 | | | | 1.34 | | | | 1.36 | | | | 1.42 | | | | 1.47 | | |
Expenses (with interest and other fees related to revolving credit facility)(4)(5) | | % | 2.79 | | | | 2.20 | | | | 1.45 | | | | 1.43 | | | | 1.63 | | | | 1.73 | | |
Net investment income(4)(5) | | % | 6.31 | | | | 4.98 | | | | 3.49 | | | | 3.84 | | | | 4.88 | | | | 5.58 | | |
Ratios to average net assets before reimbursement/recoupment: | |
Expenses (before interest and other fees related to revolving credit facility)(4)(5) | | % | 1.52 | | | | 1.48 | | | | 1.35 | | | | 1.46 | | | | 1.57 | | | | 1.82 | | |
Expenses (with interest and other fees related to revolving credit facility)(4)(5) | | % | 2.77 | | | | 2.18 | | | | 1.46 | | | | 1.53 | | | | 1.78 | | | | 2.07 | | |
Net investment income(4)(5) | | % | 6.33 | | | | 5.00 | | | | 3.48 | | | | 3.74 | | | | 4.73 | | | | 5.26 | | |
Portfolio turnover rate | | % | 31 | | | | 82 | | | | 82 | | | | 72 | | | | 60 | | | | 65 | | |
Shares outstanding at end of period (000's) | | | 68,652 | | | | 59,029 | | | | 47,252 | | | | 11,180 | | | | 749 | | | | 162 | | |
| | Class B | |
| | Six Months Ended August 31, | | Year Ended February 28 or 29, | | April 2, 2001(1) to February 28, | |
| | 2006 | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
Per Share Operating Performance: | |
Net asset value, beginning of period | | $ | 15.53 | | | | 15.57 | | | | 15.45 | | | | 14.82 | | | | 14.92 | | | | 15.00 | | |
Income (loss) from investment operations: | |
Net investment income | | $ | 0.45 | | | | 0.70 | | | | 0.47 | ** | | | 0.53 | | | | 0.62 | | | | 0.75 | | |
Net realized and unrealized gain (loss) on investments | | $ | (0.13 | ) | | | (0.04 | ) | | | 0.18 | ** | | | 0.69 | | | | (0.10 | ) | | | (0.10 | ) | |
Total income from investment operations | | $ | 0.32 | | | | 0.66 | | | | 0.65 | | | | 1.22 | | | | 0.52 | | | | 0.65 | | |
Less distributions from: | |
Net investment income | | $ | 0.46 | | | | 0.70 | | | | 0.48 | | | | 0.57 | | | | 0.62 | | | | 0.73 | | |
Net realized gain on investments | | $ | — | | | | — | | | | 0.05 | | | | 0.02 | | | | — | | | | — | | |
Total distributions | | $ | 0.46 | | | | 0.70 | | | | 0.53 | | | | 0.59 | | | | 0.62 | | | | 0.73 | | |
Net asset value, end of period | | $ | 15.39 | | | | 15.53 | | | | 15.57 | | | | 15.45 | | | | 14.82 | | | | 14.92 | | |
Total Investment Return(2) | | % | 2.10 | | | | 4.37 | | | | 4.28 | | | | 8.33 | | | | 3.57 | | | | 4.45 | | |
Ratios/Supplemental Data: | |
Net assets, end of period (000's) | | $ | 117,768 | | | | 120,254 | | | | 125,200 | | | | 62,852 | | | | 17,648 | | | | 12,776 | | |
Average borrowings (000's)(3) | | $ | 490,038 | | | | 325,044 | | | | 34,767 | | | | 20,771 | | | | 17,655 | | | | 19,797 | | |
Asset coverage per $1,000 of debt | | $ | 7,637 | | | | 6,519 | | | | 1,251 | | | | — | * | | | 689 | | | | 3,220 | | |
Ratios to average net assets after reimbursement/recoupment: | |
Expenses (before interest and other fees related to revolving credit facility)(4)(5) | | % | 2.04 | | | | 1.99 | | | | 1.87 | | | | 1.87 | | | | 1.91 | | | | 1.96 | | |
Expenses (with interest and other fees related to revolving credit facility)(4)(5) | | % | 3.29 | | | | 2.69 | | | | 1.94 | | | | 1.97 | | | | 2.09 | | | | 2.23 | | |
Net investment income(4)(5) | | % | 5.79 | | | | 4.45 | | | | 2.93 | | | | 3.47 | | | | 4.12 | | | | 5.19 | | |
Ratios to average net assets before reimbursement/recoupment: | |
Expenses (before interest and other fees related to revolving credit facility)(4)(5) | | % | 2.27 | | | | 1.97 | | | | 2.13 | | | | 2.22 | | | | 2.31 | | | | 2.29 | | |
Expenses (with interest and other fees related to revolving credit facility)(4)(5) | | % | 3.52 | | | | 2.67 | | | | 2.19 | | | | 2.31 | | | | 2.49 | | | | 2.54 | | |
Net investment income(4)(5) | | % | 5.56 | | | | 4.47 | | | | 2.67 | | | | 3.13 | | | | 3.72 | | | | 4.89 | | |
Portfolio turnover rate | | % | 31 | | | | 82 | | | | 82 | | | | 72 | | | | 60 | | | | 65 | | |
Shares outstanding at end of period (000's) | | | 7,651 | | | | 7,742 | | | | 8,043 | | | | 4,068 | | | | 1,191 | | | | 856 | | |
(1) Commencement of operations.
(2) Total investment returns are not annualized for periods of less than one year and do not include sales load.
(3) Based on the active days of borrowing.
(4) Annualized for periods less than one year.
(5) 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 ING Investments, LLC 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 Q – 0.90% of Managed Assets plus 0.45% of average daily net assets
* There were no loans outstanding at period end.
** Per share numbers have been calculated using the monthly average share method, which more appropriately represents the per share data for the period.
See Accompanying Notes to Financial Statements
13
ING SENIOR INCOME FUND (UNAUDITED) (CONTINUED) FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each period.
| | Class C | |
| | Six Months Ended August 31, | | Year Ended February 28 or 29, | | April 2, 2001(1) to February 28, | |
| | 2006 | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
Per Share Operating Performance: | |
Net asset value, beginning of period | | $ | 15.55 | | | | 15.58 | | | | 15.46 | | | | 14.82 | | | | 14.92 | | | | 15.00 | | |
Income (loss) from investment operations: | |
Net investment income | | $ | 0.46 | | | | 0.70 | | | | 0.47 | | | | 0.53 | | | | 0.62 | | | | 0.75 | | |
Net realized and unrealized gain (loss) on investments | | $ | (0.14 | ) | | | (0.03 | ) | | | 0.18 | | | | 0.70 | | | | (0.10 | ) | | | (0.10 | ) | |
Total income from investment operations | | $ | 0.32 | | | | 0.67 | | | | 0.65 | | | | 1.23 | | | | 0.52 | | | | 0.65 | | |
Less distributions from: | |
Net investment income | | $ | 0.46 | | | | 0.70 | | | | 0.48 | | | | 0.57 | | | | 0.62 | | | | 0.73 | | |
Net realized gain on investments | | $ | — | | | | — | | | | 0.05 | | | | 0.02 | | | | — | | | | — | | |
Total distributions | | $ | 0.46 | | | | 0.70 | | | | 0.53 | | | | 0.59 | | | | 0.62 | | | | 0.73 | | |
Net asset value, end of period | | $ | 15.41 | | | | 15.55 | | | | 15.58 | | | | 15.46 | | | | 14.82 | | | | 14.92 | | |
Total Investment Return(2) | | % | 2.10 | | | | 4.44 | | | | 4.28 | | | | 8.40 | | | | 3.57 | | | | 4.45 | | |
Ratios/Supplemental Data: | |
Net assets, end of period (000's) | | $ | 960,780 | | | | 923,549 | | | | 830,584 | | | | 275,849 | | | | 32,647 | | | | 19,391 | | |
Average borrowings (000's)(3) | | $ | 490,038 | | | | 325,044 | | | | 34,767 | | | | 20,771 | | | | 17,655 | | | | 19,797 | | |
Asset coverage per $1,000 of debt | | $ | 7,637 | | | | 6,519 | | | | 1,251 | | | | — | * | | | 689 | | | | 3,220 | | |
Ratios to average net assets after reimbursement/recoupment: | |
Expenses (before interest and other fees related to revolving credit facility)(4)(5) | | % | 2.04 | | | | 1.99 | | | | 1.83 | | | | 1.86 | | | | 1.91 | | | | 1.96 | | |
Expenses (with interest and other fees related to revolving credit facility)(4)(5) | | % | 3.29 | | | | 2.69 | | | | 1.94 | | | | 1.94 | | | | 2.09 | | | | 2.23 | | |
Net investment income(4)(5) | | % | 5.79 | | | | 4.46 | | | | 2.88 | | | | 3.38 | | | | 4.19 | | | | 5.20 | | |
Ratios to average net assets before reimbursement/recoupment: | |
Expenses (before interest and other fees related to revolving credit facility)(4)(5) | | % | 2.02 | | | | 1.97 | | | | 1.83 | | | | 1.96 | | | | 2.06 | | | | 2.29 | | |
Expenses (with interest and other fees related to revolving credit facility)(4)(5) | | % | 3.27 | | | | 2.67 | | | | 1.95 | | | | 2.04 | | | | 2.24 | | | | 2.54 | | |
Net investment income(4)(5) | | % | 5.82 | | | | 4.48 | | | | 2.87 | | | | 3.28 | | | | 4.04 | | | | 4.89 | | |
Portfolio turnover rate | | % | 31 | | | | 82 | | | | 82 | | | | 72 | | | | 60 | | | | 65 | | |
Shares outstanding at end of period (000's) | | | 62,354 | | | | 59,402 | | | | 53,316 | | | | 17,841 | | | | 2,202 | | | | 1,300 | | |
| | Class Q | |
| | Six Months Ended August 31, | | Year Ended February 28 or 29, | | April 2, 2001(1) to February 28, | |
| | 2006 | | 2006 | | 2005 | | 2004 | | 2003 | | 2002 | |
Per Share Operating Performance: | |
Net asset value, beginning of period | | $ | 15.49 | | | | 15.52 | | | | 15.41 | | | | 14.79 | | | | 14.89 | | | | 15.30 | | |
Income (loss) from investment operations: | |
Net investment income | | $ | 0.50 | | | | 0.78 | | | | 0.52 | | | | 0.63 | | | | 0.69 | | | | 0.81 | | |
Net realized and unrealized gain (loss) on investments | | $ | (0.14 | ) | | | (0.03 | ) | | | 0.20 | | | | 0.65 | | | | (0.10 | ) | | | (0.32 | ) | |
Total income from investment operations | | $ | 0.36 | | | | 0.75 | | | | 0.72 | | | | 1.28 | | | | 0.59 | | | | 0.49 | | |
Less distributions from: | |
Net investment income | | $ | 0.50 | | | | 0.78 | | | | 0.56 | | | | 0.64 | | | | 0.69 | | | | 0.90 | | |
Net realized gain on investments | | $ | — | | | | — | | | | 0.05 | | | | 0.02 | | | | — | | | | — | | |
Total distributions | | $ | 0.50 | | | | 0.78 | | | | 0.61 | | | | 0.66 | | | | 0.69 | | | | 0.90 | | |
Net asset value, end of period | | $ | 15.35 | | | | 15.49 | | | | 15.52 | | | | 15.41 | | | | 14.79 | | | | 14.89 | | |
Total Investment Return(2) | | % | 2.37 | | | | 4.97 | | | | 4.75 | | | | 8.82 | | | | 4.09 | | | | 3.73 | | |
Ratios/Supplemental Data: | |
Net assets, end of period (000's) | | $ | 158,658 | | | | 184,586 | | | | 183,017 | | | | 157,051 | | | | 215,341 | | | | 215,029 | | |
Average borrowings (000's)(3) | | $ | 490,038 | | | | 325,044 | | | | 34,767 | | | | 20,771 | | | | 17,655 | | | | 19,797 | | |
Asset coverage per $1,000 of debt | | $ | 7,637 | | | | 6,519 | | | | 1,251 | | | | — | * | | | 689 | | | | 3,220 | | |
Ratios to average net assets after reimbursement/recoupment: | |
Expenses (before interest and other fees related to revolving credit facility)(4)(5) | | % | 1.54 | | | | 1.49 | | | | 1.34 | | | | 1.40 | | | | 1.41 | | | | 1.43 | | |
Expenses (with interest and other fees related to revolving credit facility)(4)(5) | | % | 2.79 | | | | 2.19 | | | | 1.45 | | | | 1.54 | | | | 1.59 | | | | 1.63 | | |
Net investment income(4)(5) | | % | 6.27 | | | | 4.96 | | | | 3.39 | | | | 4.17 | | | | 4.69 | | | | 5.94 | | |
Ratios to average net assets before reimbursement/recoupment: | |
Expenses (before interest and other fees related to revolving credit facility)(4)(5) | | % | 1.52 | | | | 1.47 | | | | 1.34 | | | | 1.48 | | | | 1.56 | | | | 1.70 | | |
Expenses (with interest and other fees related to revolving credit facility)(4)(5) | | % | 2.77 | | | | 2.17 | | | | 1.45 | | | | 1.62 | | | | 1.74 | | | | 1.90 | | |
Net investment income(4)(5) | | % | 6.30 | | | | 4.98 | | | | 3.38 | | | | 4.09 | | | | 4.54 | | | | 5.67 | | |
Portfolio turnover rate | | % | 31 | | | | 82 | | | | 82 | | | | 72 | | | | 60 | | | | 65 | | |
Shares outstanding at end of period (000's) | | | 10,337 | | | | 11,918 | | | | 11,789 | | | | 10,188 | | | | 14,559 | | | | 14,439 | | |
(1) Commencement of operations.
(2) Total investment returns are not annualized for periods of less than one year and do not include sales load.
(3) Based on the active days of borrowing.
(4) Annualized for periods less than one year.
(5) 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 ING Investments, LLC 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 Q – 0.90% of Managed Assets plus 0.45% of average daily net assets
(6) Effective March 30, 2001, the Management of the Fund effectuated a reverse stock split of 0.6656 of a Share for one Share. Prior period amounts have been restated to reflect the reverse stock split.
* There were no loans outstanding at period end.
See Accompanying Notes to Financial Statements
14
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited)
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 assets plus the amount of any borrowings, in U.S. dollar denominated, floating rate secured senior loans, which generally are not registered under the Securities Act of 1933, as amended (the "1933 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. During the period December 15, 2000 through March 30, 2001, the Fund issued 19,933,953 Class Q common shares to an affiliate of the Fund's investment adviser, ING Investments, LLC (the "Investment Adviser") in exchange for $200,000,00 0. Effective April 2, 2001, the Fund commenced the offering of Class A, Class B, Class C and Class Q common shares to the public.
The Fund currently has four classes of common shares: A, B, C and Q. Class A common shares are subject to a sales charge of up to 2.50%. Class A common shares purchased in the amount of $1,000,000 or more 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 common shares are issued upon conversion of Class B common shares eight years after purchase or through an exchange of Class A common shares of certain ING Funds. Class B common shares are subject to an EWC of up to 3% over the five-year period after purchase and Class C common 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 currently anticipates offerings to repurchase 5% of its outstanding common shares each month. The Fund may not repurchase more than 25% 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 share holder 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 mean of the means of one or more bid and asked quotations obtained from a pricing service or other sources determined by the Fund's Board of Trustees ("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 va lues under this proxy procedure.
15
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
It is expected that most of the loans held by the Fund will be valued with reference to quotations from the independent pricing service or with reference to the proxy procedure described above. As of August 31, 2006, 98.97% of total investments were valued based on these procedures.
Prices from a pricing service may not be available for all loans and the Investment Adviser or ING Investment Management Co. ("ING IM" or "Sub-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 or Sub-Adviser that it 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 determined in good faith under procedures established by the Fund's Board and in accordance with the provisions of the 1940 Act. Under these procedures, fair value is determined by the Investment Adviser or Sub-Adviser and monitored by the Fund's Board through its Valuation, Proxy and Brokerage 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 quotat ions 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. Investments in securities maturing in 60 days or less from the date of valuation are valued at amortized cost, which, when combined with accrued interest, 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 p rospectuses for those investment companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.
B. 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, at least, 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.
C. 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 discontinued when, in the opinion of management, there is an indication that the borrower may be unable to meet payments as they become due. Upon such discontinuance, all unpaid accrued interest is reversed. Cash collections on non-accrual 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
16
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
determined by the effective yield method 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.
D. Foreign Currency Translation. The books and records of the Fund is maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:
(1) Market value of investment securities, other assets and liabilities — at the exchange rates prevailing at the end of the day.
(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.
Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at 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 liq uid and prices more volatile than those of comparable U.S. companies and U.S. government securities.
E. 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 S tatement 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
17
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
forward foreign currency contracts are presented following the respective Portfolio of Investments.
F. Federal Income Taxes. It is the Fund's policy to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of its net investment income and net realized capital gains to its shareholders. Therefore, no federal income tax provision is required. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expire.
G. Use of Estimates. Management of the Fund has made certain estimates and assumptions relating to the reporting of assets, liabilities, revenues, expenses and contingencies to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America for investment companies. Actual results could differ from these estimates.
NOTE 3 — INVESTMENTS
For the six months ended August 31, 2006, the cost of purchases and the proceeds from principal repayment and sales of investments, excluding short-term investments, totaled $868,310,977 and $839,972,754, respectively. At August 31, 2006, the Fund held senior loans valued at $2,598,404,611 representing 99.4% 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 without registration under the 1933 Act, or without an exemption under the 1933 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 | |
Decision One Corporation (371,025 Common Shares) | | 06/03/05 | | $ | 295,535 | | |
Neoplan USA Corporation (1,627 Common Shares) | | 08/31/04 | | | — | | |
Neoplan USA Corporation (170,180 Series B Preferred Shares) | | 08/29/03 | | | — | | |
Neoplan USA Corporation (101,690 Series C Preferred Shares) | | 08/29/03 | | | 40,207 | | |
Neoplan USA Corporation (330,600 Series D Preferred Shares) | | 08/29/03 | | | 330,600 | | |
New World Restaurant Group, Inc. (5,105 Common Shares) | | 02/20/02 | | | 5,230 | | |
Norwood Promotional Products, Inc. (48,177 Common Shares) | | 08/23/04 | | | 10,046 | | |
Safelite Glass Corporation (395,186 Common Shares) | | 06/21/01 | | | 184,913 | | |
Safelite Realty Corporation (26,675 Common Shares) | | 06/21/01 | | | — | | |
Total restricted securities excluding senior loans (market value of $8,601,067 was 0.4% of net assets at August 31, 2006). | | | | $ | 866,531 | | |
18
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 4 — MANAGEMENT AND ADMINISTRATION AGREEMENTS
The Fund has entered into an investment advisory agreement ("Investment Advisory Agreement") with the Investment Adviser, an Arizona limited liability company, to provide advisory and management services. The Investment Advisory 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 and the liquidation preference of any outstanding preferred shares) ("Managed Assets"). The Fund is sub-advised by ING IM, a Connecticut Corporation. 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 one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individual and institutional investors.
The Fund has also entered into an Administration Agreement with ING Funds Services, LLC (the "Administrator"), an indirect, wholly-owned subsidiary of ING Groep, 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.
NOTE 5 — DISTRIBUTION AND SERVICE FEES
Each share class of the Fund 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 reimbursed or compensated (depending on the class of shares) 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 an d/or Service Fee based on average daily net assets at the following annual rates:
Class A | | Class B | | Class C | | Class Q | |
| 0.25 | % | | | 1.00 | % | | | 0.75 | % | | | 0.25 | % | |
During the six months ended August 31, 2006, 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 Q | | | — | | | 0.90% of Managed Assets plus 0.45% of average daily net assets | |
|
As of August 31, 2006, the Fund has no waived and reimbursed fees that are subject to possible recoupment by the Investment Adviser.
19
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 7 — COMMITMENTS
The Fund has entered into a one-year revolving credit agreement, collateralized by assets of the Fund, to borrow up to $750 million which matured on April 30, 2006 and has been extended to June 14, 2007. Borrowing rates under this agreement are based on a commercial paper pass through rate plus 0.25% on the funded portion. A facility fee of 0.15% is charged on the entire facility. There was $346 million of borrowings outstanding at August 31, 2006 at a rate of 5.73%, excluding other fees related to the entire facility. Average borrowings for the six months ended August 31, 2006 were $490,038,043 and the average annualized interest rate was 5.63%, excluding other fees related to the entire facility.
NOTE 8 — SENIOR LOAN COMMITMENTS
At August 31, 2006, the Fund had unfunded loan commitments pursuant to the terms of the following loan agreements:
Aftermarket Technology Corporation | | $ | 1,750,000 | | |
Alon USA, Inc. | | | 222,222 | | |
Atrium Companies, Inc. | | | 175,059 | | |
Babcock & Wilcox Company | | | 2,000,000 | | |
Baker & Taylor, Inc. | | | 2,500,000 | | |
Baker Tanks, Inc. | | | 510,000 | | |
Builders Firstsource, Inc. | | | 1,500,000 | | |
Federal-Mogul Corporation | | | 2,730,000 | | |
Hearthstone Housing Partners II, LLC | | | 3,044,118 | | |
Interstate Bakeries Corp. | | | 2,500,000 | | |
Kerasotes Theatres, Inc. | | | 1,125,000 | | |
LSP GEN Finance Co. LLC | | | 11,944 | | |
Lucite International US Finco Limited | | | 2,001,038 | | |
MEG Energy Corporation | | $ | 4,200,000 | | |
Norwood Promotional Products Holdings, Inc. | | | 2,287,500 | | |
Oglebay Norton Company | | | 400,000 | | |
Primedia, Inc. | | | 2,187,294 | | |
Riverstone C/R GS Holdings I | | | 678,788 | | |
Syniverse Holding, LLC | | | 1,500,000 | | |
Trump Entertainment Resorts Holdings, L.P. | | | 1,732,500 | | |
United States Shipping, LLC | | | 838,710 | | |
Venetian Macau, Ltd. | | | 2,400,000 | | |
Wastequip, Inc. | | | 210,785 | | |
| | $ | 36,504,958 | | |
NOTE 9 — TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
At August 31, 2006, 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 | |
$ | 1,818,494 | | | $ | 227,312 | | | $ | 936,602 | | | $ | 2,982,408 | | |
The Fund has adopted a Retirement Policy covering all independent trustees of the Fund who will have served as an independent trustee for at least five years at the time of retirement. Benefits under this plan are based on an annual rate as defined in the plan agreement, as amended.
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 earning credits for the six months ended August 31, 2006.
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. Subject to the aggregate 20% limit on other investments, the Fund may invest up to 20% of its total assets, in unsecured floating rate loans, notes and other debt instruments and 5% of its total assets in floating rate subordinated loans. As of August 31, 2006, the Fund held 0.4% of its total assets in subordinated loans and unsecured loans.
20
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 12 — CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
| | Class A Shares | | Class B | |
| | Six Months Ended August 31, 2006 | | Year Ended February 28, 2006 | | Six Months Ended August 31, 2006 | | Year Ended February 28, 2006 | |
Number of Shares | |
Shares sold | | | 21,002,915 | | | | 31,514,689 | | | | 575,671 | | | | 1,200,449 | | |
Dividends reinvested | | | 1,442,282 | | | | 1,898,903 | | | | 155,454 | | | | 239,725 | | |
Shares redeemed | | | (12,822,032 | ) | | | (21,636,099 | ) | | | (822,096 | ) | | | (1,741,409 | ) | |
Net increase in shares outstanding | | | 9,623,165 | | | | 11,777,493 | | | | (90,971 | ) | | | (301,235 | ) | |
Dollar Amount ($) | |
Shares sold | | $ | 325,296,968 | | | $ | 489,981,974 | | | $ | 8,906,802 | | | $ | 18,629,961 | | |
Dividends reinvested | | | 21,935,189 | | | | 28,952,268 | | | | 2,371,983 | | | | 3,673,529 | | |
Shares redeemed | | | (198,542,574 | ) | | | (336,384,874 | ) | | | (12,716,232 | ) | | | (27,037,514 | ) | |
Net increase | | $ | 148,689,583 | | | $ | 182,549,368 | | | $ | (1,437,447 | ) | | $ | (4,734,024 | ) | |
| | Class C | | Class Q | |
| | Six Months Ended August 31, 2006 | | Year Ended February 28, 2006 | | Six Months Ended August 31, 2006 | | Year Ended February 28, 2006 | |
Number of Shares | |
Shares sold | | | 12,390,406 | | | | 21,990,018 | | | | 2,509,126 | | | | 6,157,327 | | |
Dividends reinvested | | | 1,304,842 | | | | 1,896,487 | | | | 48,448 | | | | 139,868 | | |
Shares redeemed | | | (10,742,788 | ) | | | (17,801,097 | ) | | | (4,138,180 | ) | | | (6,168,276 | ) | |
Net increase (decrease) in shares outstanding | | | 2,952,460 | | | | 6,085,408 | | | | (1,580,606 | ) | | | 128,919 | | |
Dollar Amount ($) | |
Shares sold | | $ | 191,799,555 | | | $ | 341,614,102 | | | $ | 38,701,119 | | | $ | 95,301,102 | | |
Dividends reinvested | | | 19,823,995 | | | | 29,009,463 | | | | 694,577 | | | | 2,069,577 | | |
Shares redeemed | | | (166,240,845 | ) | | | (276,458,120 | ) | | | (63,687,998 | ) | | | (95,529,401 | ) | |
Net increase (decrease) | | $ | 45,382,705 | | | $ | 94,165,445 | | | $ | (24,292,302 | ) | | $ | 1,841,278 | | |
NOTE 13 — FEDERAL INCOME TAXES
The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as distributions of paid-in capital.
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:
| | Six Months Ended August 31, 2006 | | Year Ended February 28, 2006 | |
| | Ordinary Income | | Ordinary Income | | Long-Term Capital Gains | |
| | $ | 68,251,801 | | | $ | 96,285,686 | | | $ | 120,627 | | |
21
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 13 — FEDERAL INCOME TAXES (continued)
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, 2006 were:
Undistributed Ordinary Income | | Unrealized Appreciation/ Depreciation | | Post-October Capital Losses Deferred | | Capital Loss Carryforwards | | Expiration Dates | |
$ | 1,439,901 | | | $ | 26,867,090 | | | $ | (1,560,405 | ) | | $ | (2,774,928 | ) | | | 2014 | | |
NOTE 14 — OTHER ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation 48 (FIN 48), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective as of the beginning of the first fiscal year beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date.
On September 15, 2006, the FASB issued Statement of Financial Accounting Standard No. 157 ("SFAS No. 157"), Fair Value Measurements. The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date ( an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observ able inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of August 31, 2006, the Fund is currently assessing the impact, if any, that will result from adopting Fin 48 and SFAS No. 157.
NOTE 15 — INFORMATION REGARDING TRADING OF ING'S US MUTUAL FUNDS
In 2004, ING Investments reported to the Boards of Directors/Trustees (the "Boards") of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates had received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.
In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep, including ING Investments (collectively, "ING"), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. ING's internal review related to mutual fund trading is now substantially completed. ING has reported that, of the
22
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 15 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)
millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING's variable insurance and mutual fund products, and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.
ING Investments has advised the Boards that most of the identified arrangements were initiated prior to ING's acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.
Based on the internal review, ING Investments has advised the Boards that the identified arrangements do not represent a systemic problem in any of the companies that were involved.
In September 2005, ING Funds Distributor, LLC ("IFD"), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding three arrangements, dating from 1995, 1996 and 1998, under which the administrator to the then-Pilgrim Funds, which subsequently became part of the ING Funds, entered into formal and informal arrangements that permitted frequent trading. Under the terms of the Letter of Acceptance, Waiver and Consent ("AWC") with the NASD, under which IFD neither admitted nor denied the allegations or findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING Funds for losses attributable to excessive trading described in the AWC; and (iv) agreement to make certification to NASD regarding the review and establishment of certain procedures.
In addition to the arrangements discussed above, in 2004 ING Investments reported to the Boards that, at that time, these instances include the following, in addition to the arrangements subject to the AWC discussed above:
• Aeltus Investment Management, Inc. (a predecessor entity to ING Investment Management Co.) identified two investment professionals who engaged in extensive frequent trading in certain ING Funds. One was subsequently terminated for cause and incurred substantial financial penalties in connection with this conduct and the second has been disciplined.
• ReliaStar Life Insurance Company ("ReliaStar") entered into agreements seven years ago permitting the owner of policies issued by the insurer to engage in frequent trading and to submit orders until 4pm Central Time. In 2001 ReliaStar also entered into a selling agreement with a broker-dealer that engaged in frequent trading. Employees of ING affiliates were terminated and/or disciplined in connection with these matters.
• In 1998, Golden American Life Insurance Company entered into arrangements permitting a broker-dealer to frequently trade up to certain specific limits in a fund available in an ING variable annuity product. No employee responsible for this arrangement remains at the company.
For additional information regarding these matters, you may consult the Form 8-K and Form 8-K/A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the SEC on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SEC's Web site at http://www.sec.gov. Despite the extensive internal review conducted through independent special counsel and a
23
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 15 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)
national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Boards are the only instances of such trading respecting the ING Funds.
ING Investments reported to the Boards that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Boards that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING's acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, ING Investments reported that given ING's refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.
• ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING's internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. ING Investments reported to the Boards that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business.
• ING updated its Code of Conduct for employees reinforcing its employees' obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements.
• The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.
• ING instituted excessive trading policies for all customers in its variable insurance and retirement products and for shareholders of the ING Funds sold to the public through financial intermediaries. ING does not make exceptions to these policies.
• ING reorganized and expanded its U.S. Compliance Department, and created an Enterprise Compliance team to enhance controls and consistency in regulatory compliance.
Other Regulatory Matters
The New York Attorney General (the "NYAG") and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request. In connection with one such investigation, affiliates of ING Investments were named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation (the "NH Bureau") concerning their administration of the New Hampshire state employees deferred compensation plan.
On October 10, 2006, an affiliate of ING Investments entered into an assurance of discontinuance with the NYAG (the "NYAG Agreement") regarding the endorsement of its products by the
24
ING Senior Income Fund
NOTES TO FINANCIAL STATEMENTS as of August 31, 2006 (Unaudited) (continued)
NOTE 15 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)
New York State United Teachers Union Member Benefits Trust ("NYSUT") and the sale of their products to NYSUT members. Under the terms of the NYAG Agreement, the affiliate of ING Investments, without admitting or denying the NYAG's findings, will distribute $30 million to NYSUT members, and/or former NYSUT members, who participated in the NYSUT-endorsed products at any point between January 1, 2001 and June 30, 2006. The affiliate also agreed with the NYAG's office to develop a one-page disclosure that will further improve transparency and disclosure regarding retirement product fees (the "One-Page Disclosure"). Pursuant to the terms of the NYAG Agreement, the affiliate has agreed for a five year period to provide its retirement product customers with the One-Page Disclosure.
In addition, on the same date, these affiliates of ING Investments entered into a consent agreement with the NH Bureau (the "NH Agreement") to resolve this petition for relief and cease and desist order. Under the terms of the NH Agreement, these affiliates of ING Investments, without admitting or denying the NH Bureau's claims, have agreed to pay $3 million to resolve the matter, and for a five year period to provide their retirement product customers with the One-Page Disclosure described above.
Other federal and state regulators could initiate similar actions in this or other areas of ING's businesses.
These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged.
In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate.
At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.
There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.
NOTE 16 — SUBSEQUENT EVENTS
DIVIDENDS DECLARED
Subsequent to August 31, 2006, the Fund declared the following dividends:
Per Share Amount | | Type | | Declaration Date | | Record Date | | Payable Date | |
$ | 0.08827 | (A) | | NII | | Daily | | Daily | | September 1, 2006 | |
$ | 0.08174 | (B) | | NII | | Daily | | Daily | | September 1, 2006 | |
NII — Net Investment Income
(A) — For Class A and Q common shares.
(B) — For Class B and C common shares.
25
ING Senior Income Fund
ADDITIONAL INFORMATION (Unaudited)
PROXY VOTING INFORMATION
A description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at 1-800-992-0180; (2) on the Fund's website at www.ingfunds.com; and (3) on the SEC's website at www.sec.gov. Information regarding how the Fund voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Fund's website at www.ingfunds.com and on the SEC's website at www.sec.gov.
QUARTERLY PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available on the SEC's website at www.sec.gov. The Fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330; and is available upon request from the Fund by calling Shareholder Services toll-free at 1-800-992-0180.
26
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited)
Senior Loans*: 113.1% | | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Aerospace & Defense: 1.5% | | | |
| | | | | (1 | ) | | Delta Air Lines, Inc. | | Ba3 | | B+ | | | | | |
$ | 2,000,000 | | | | | Debtor in Possession Term Loan, | | | | | | |
| | |
| | | | | | 10.023%, maturing March 16, 2008 | | | | | | $ | 2,050,782 | | |
| | | | | | Dyncorp, Inc. | | Ba3 | | BB- | | | | | |
| 3,951,650 |
| |
| | Term Loan, 7.813% - 8.313%, maturing February 11, 2011 | |
| |
| | | 3,973,878 | | |
| | | | | | Hexcel Corporation | | Ba3 | | BB- | | | | | |
| 1,230,219 |
| | | | Term Loan, 7.063% - 7.250%, maturing March 01, 2012 | |
| |
| | | 1,233,294 | | |
| | | | | | IAP Worldwide Services, Inc. | | B2 | | B | | | | | |
| 1,990,000 |
| | | | Term Loan, 8.500%, maturing December 30, 2012 | |
| |
| | | 2,002,024 | | |
| | | | | | K&F Industries, Inc. | | B2 | | B+ | | | | | |
| 5,895,833 |
| | | | Term Loan, 7.330%, maturing November 18, 2012 | |
| |
| | | 5,910,573 | | |
| | | | | | Spirit Aerosystems, Inc. | | B1 | | BB- | | | | | |
| 1,155,000 |
| | | | Term Loan, 7.750%, maturing December 31, 2011 | |
| |
| | | 1,162,074 | | |
| | | | | | Transdigm, Inc. | | B1 | | B+ | | | | | |
| 3,500,000 | | | | | Term Loan, 7.449%, maturing June 23, 2013 | | | | | | | 3,517,500 | | |
| | | | | | United Air Lines, Inc. | | B1 | | B+ | | | | | |
| 995,000 |
| | | | Term Loan, 9.080%, maturing February 01, 2012 | |
| |
| | | 1,009,925 | | |
| 4,975,000 |
| | | | Term Loan, 9.250%, maturing February 01, 2012 | |
| |
| | | 5,049,625 | | |
| | | | | | US Airways Group, Inc. | | B2 | | B | | | | | |
| 5,500,000 |
| | | | Term Loan, 8.999%, maturing March 31, 2011 | |
| |
| | | 5,533,231 | | |
| | | | | | Wyle Holdings, Inc. | | NR | | B+ | | | | | |
| 1,897,200 |
| | | | Term Loan, 8.220%, maturing January 28, 2011 | |
| |
| | | 1,907,872 | | |
| | | 33,350,778 | | |
Automobile: 4.7% | | | |
| | | | | | Accuride Corporation | | B1 | | B+ | | | | | |
| 5,594,545 | | | | | Term Loan, 7.313%, maturing January 31, 2012 | |
| |
| | | 5,615,525 | | |
| | | | | | American Axle & Manufacturing, Inc. | | Ba3 | | BB | | | | | |
| 500,000 | | | | | Term Loan, 9.500%, maturing April 02, 2010 | | | | | | | 499,688 | | |
| 1,500,000 | | | | | Term Loan, 9.813%, maturing April 12, 2010 | | | | | | | 1,499,063 | | |
| | | | | | Arvinmeritor, Inc. | | Ba1 | | BB+ | | | | | |
| 625,000 | | | | | Term Loan, 7.250%, maturing June 23, 2006 | | | | | | | 626,172 | | |
| | | | | | Avis Budget Holdings, LLC | | Ba2 | | BBB- | | | | | |
| 3,914,286 | | | | | Term Loan, 6.750%, maturing April 19, 2012 | | | | | | | 3,894,460 | | |
| | | | | (1 | ) | | Dana Corporation | | B3 | | BB- | | | | | |
| 3,800,000 |
| | | | Debtor in Possession Term Loan, 7.650%, maturing April 13, 2008 | |
| |
| | | 3,808,075 | | |
See Accompanying Notes to Financial Statements
27
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Automobile: (continued) | |
| | | (1 | ) | | Federal-Mogul Corporation | | NR | | BBB+ | | | | | |
$ | 1,500,000 | | | | | Debtor in Possession Term Loan, | | | | | | |
| | |
| | | | 7.500%, maturing December 09, 2006 | | | | | | $ | 1,504,688 | | |
| 2,270,000 |
| |
| | Revolver, 7.625% - 7.688%, maturing December 09, 2006 | |
| |
| | | 2,271,419 | | |
| | | | Goodyear Tire & Rubber Company | | Ba3 | | BB | | | | | |
| 5,500,000 | | | | | Term Loan, 7.041%, maturing April 30, 2010 | | | | | | | 5,511,787 | | |
| | | | Goodyear Tire & Rubber Company | | B2 | | B+ | | | | | |
| 12,384,000 | | | | | Term Loan, 7.954%, maturing April 30, 2010 | | | | | | | 12,497,883 | | |
| | | | Hertz Corporation | | Ba2 | | BB | | | | | |
| 1,500,000 |
| |
| | Term Loan, 5.424%, maturing December 21, 2012 | |
| |
| | | 1,511,117 | | |
| 9,456,828 |
| |
| | Term Loan, 7.620% - 7.730%, maturing December 21, 2012 | |
| |
| | | 9,526,913 | | |
| | | | Keystone Automotive Industries, Inc. | | B2 | | B+ | | | | | |
| 766,555 |
| |
| | Term Loan, 7.896% - 7.990%, maturing October 30, 2009 | |
| |
| | | 767,513 | | |
| 1,492,500 |
| |
| | Term Loan, 7.990%, maturing October 30, 2010 | |
| |
| | | 1,494,366 | | |
| | | | Lear Corporation | | B2 | | B+ | | | | | |
| 6,600,000 |
| |
| | Term Loan, 7.904% - 7.999%, maturing April 25, 2012 | |
| |
| | | 6,537,439 | | |
| | | | Motorsport Aftermarket Group, Inc. | | B2 | | B | | | | | |
| 1,961,488 |
| |
| | Term Loan, 8.500%, maturing December 15, 2011 | |
| |
| | | 1,967,618 | | |
| | | (1 | ) | | RJ Tower Corporation | | Ba3 | | BBB | | | | | |
| 9,000,000 |
| |
| | Debtor in Possession Term Loan, 8.250%, maturing February 02, 2007 | |
| |
| | | 9,101,250 | | |
| | | | Safelite Glass Corporation | | B3 | | B+ | | | | | |
| 3,985,853 |
| |
| | Term Loan, 8.830%, maturing September 30, 2007 | |
| |
| | | 3,965,923 | | |
| 13,420,128 |
| |
| | Term Loan, 9.330%, maturing September 30, 2007 | |
| |
| | | 13,353,028 | | |
| | | | TRW Automotive Acquisitions Corporation | | Ba2 | | BB+ | | | | | |
| 7,387,500 |
| |
| | Term Loan, 6.750%, maturing October 31, 2010 | |
| |
| | | 7,382,883 | | |
| 3,980,000 | | | | | Term Loan, 6.813%, maturing June 30, 2012 | | | | | | | 3,981,246 | | |
| 957,595 | | | | | Term Loan, 7.188%, maturing June 30, 2012 | | | | | | | 957,661 | | |
| | | | United Components, Inc. | | B2 | | BB- | | | | | |
| 1,618,595 | | | | | Term Loan, 7.700%, maturing June 30, 2012 | | | | | | | 1,626,688 | | |
| | | | Vanguard Car Rental USA Holdings, Inc. | | B2 | | B+ | | | | | |
| 5,500,000 | | | | | Term Loan, 8.319%, maturing June 14, 2013 | | | | | | | 5,513,063 | | |
| | | | Visteon Corporation | | B1 | | B+ | | | | | |
| 1,833,333 | | | | | Term Loan, 8.610%, maturing June 20, 2007 | | | | | | | 1,831,729 | | |
| | | 107,247,197 | | |
Beverage, Food & Tobacco: 2.4% | |
| | | | Bolthouse Farms, Inc. | | B2 | | B+ | | | | | |
| 5,970,000 |
| |
| | Term Loan, 7.813%, maturing December 16, 2012 | |
| |
| | | 6,023,479 | | |
See Accompanying Notes to Financial Statements
28
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Beverage, Food & Tobacco: (continued) | |
| | | | Bumble Bee Foods, LLC. | | Ba3 | | B+ | | | | | |
$ | 1,800,000 | | | | | Term Loan, 7.039% - 7.250%, | | | | | | |
| | |
| | | | maturing May 02, 2012 | | | | | | $ | 1,802,250 | | |
| | | | Commonwealth Brands, Inc. | | B1 | | B+ | | | | | |
| 11,247,000 |
| |
| | Term Loan, 7.750%, maturing December 22, 2012 | |
| |
| | | 11,328,541 | | |
| | | | Constellation Brands, Inc. | | Ba2 | | BB | | | | | |
| 416,667 |
| |
| | Term Loan, 6.813% - 7.000%, maturing June 05, 2013 | |
| |
| | | 418,490 | | |
| | | | Gate Gourmet Borrower, LLC | | B2 | | B | | | | | |
| 254,521 |
| |
| | Term Loan, 8.249%, maturing March 09, 2012 | |
| |
| | | 257,384 | | |
| 834,077 |
| |
| | Term Loan, 8.249%, maturing March 09, 2012 | |
| |
| | | 836,162 | | |
| | | | Golden State Foods Corporation | | B1 | | B+ | | | | | |
| 4,398,750 |
| |
| | Term Loan, 7.250%, maturing February 28, 2011 | |
| |
| | | 4,398,750 | | |
| | | | Keystone Foods Holdings, LLC | | Ba3 | | B+ | | | | | |
| 4,118,706 |
| |
| | Term Loan, 7.125% - 7.250%, maturing June 16, 2011 | |
| |
| | | 4,134,151 | | |
| | | | Le-Natures, Inc. | | B1 | | B | | | | | |
| 308,435 | | | | | Term Loan, 8.480%, maturing June 23, 2010 | | | | | | | 308,628 | | |
| 686,537 |
| |
| | Term Loan, 7.880% - 10.250%, maturing June 23, 2010 | |
| |
| | | 686,966 | | |
| | | | Michael Foods, Inc. | | B1 | | B+ | | | | | |
| 3,728,909 |
| |
| | Term Loan, 7.032% - 7.553%, maturing November 21, 2010 | |
| |
| | | 3,742,117 | | |
| | | | Nutro Products, Inc. | | B1 | | B | | | | | |
| 2,572,000 | | | | | Term Loan, 7.265%, maturing April 26, 2013 | | | | | | | 2,576,823 | | |
| | | | Pierre Foods, Inc. | | B1 | | B+ | | | | | |
| 5,743,333 | | | | | Term Loan, 6.930%, maturing June 30, 2010 | | | | | | | 5,763,079 | | |
| | | | Reynolds American, Inc. | | Ba1 | | BBB- | | | | | |
| 10,000,000 |
| |
| | Term Loan, 7.188% - 7.313%, maturing May 31, 2012 | |
| |
| | | 10,055,470 | | |
| | | | Sturm Foods, Inc. | | B1 | | B | | | | | |
| 2,000,000 | | | | | Term Loan, 7.750%, maturing May 26, 2011 | | | | | | | 2,007,500 | | |
| | | 54,339,790 | | |
Buildings & Real Estate: 5.4% | |
| | | | Atrium Companies, Inc. | | B2 | | B | | | | | |
| 758,275 |
| |
| | Term Loan, 8.080% - 8.250%, maturing May 31, 2012 | |
| |
| | | 735,526 | | |
| | | | Builders Firstsource, Inc. | | B1 | | BB- | | | | | |
| 888,889 |
| |
| | Term Loan, 8.008%, maturing August 11, 2011 | |
| |
| | | 891,111 | | |
| | | | Building Materials Holding Corporation | | Ba2 | | BB | | | | | |
| 2,910,000 | | | | | Term Loan, 7.250%, maturing June 30, 2010 | | | | | | | 2,930,006 | | |
| | | | Capital Automotive REIT | | Ba1 | | BB+ | | | | | |
| 17,582,148 |
| |
| | Term Loan, 7.160%, maturing December 16, 2010 | |
| |
| | | 17,632,204 | | |
See Accompanying Notes to Financial Statements
29
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Buildings & Real Estate: (continued) | |
| | | | Champion Home Builders Company | | B1 | | B+ | | | | | |
$ | 1,625,000 | | | | | Term Loan, 5.399%, maturing | | | | | | |
| | |
| | | | October 31, 2012 | | | | | | $ | 1,632,109 | | |
| 1,736,875 |
| |
| | Term Loan, 7.830%, maturing October 31, 2012 | |
| |
| | | 1,744,474 | | |
| | | | Contech Construction Products, Inc. | | B1 | | B+ | | | | | |
| 2,737,778 |
| |
| | Term Loan, 7.330% - 7.500%, maturing January 31, 2013 | |
| |
| | | 2,743,768 | | |
| | | | Custom Building Products, Inc. | | B1 | | B+ | | | | | |
| 4,964,660 |
| |
| | Term Loan, 7.749%, maturing October 29, 2011 | |
| |
| | | 4,996,722 | | |
| | | | Headwaters, Inc. | | Ba3 | | BB- | | | | | |
| 5,613,302 |
| |
| | Term Loan, 7.330% - 7.500%, maturing April 30, 2011 | |
| |
| | | 5,644,877 | | |
| | | | Hearthstone Housing Partners II, LLC | | NR | | NR | | | | | |
| 4,455,882 |
| |
| | Revolver, 7.330%, maturing December 01, 2007 | |
| |
| | | 4,444,742 | | |
| | | | John Maneely Company | | Ba3 | | B | | | | | |
| 2,889,052 |
| |
| | Term Loan, 8.511%, maturing March 24, 2013 | |
| |
| | | 2,914,932 | | |
| | | | Lion Gables Realty, L.P. | | Ba2 | | BB+ | | | | | |
| 1,855,733 |
| |
| | Term Loan, 7.120%, maturing September 30, 2006 | |
| |
| | | 1,857,859 | | |
| | | | LNR Property Corporation | | B2 | | B+ | | | | | |
| 2,000,000 | | | | | Term Loan, 8.220%, maturing July 12, 2011 | | | | | | | 2,015,000 | | |
| | | | Maguire Properties, Inc. | | Ba2 | | BB+ | | | | | |
| 1,484,444 |
| |
| | Term Loan, 7.080%, maturing March 15, 2010 | |
| |
| | | 1,489,083 | | |
| | | | Masonite International Corporation | | B2 | | BB- | | | | | |
| 6,650,585 |
| |
| | Term Loan, 7.490% - 7.499%, maturing April 05, 2013 | |
| |
| | | 6,555,814 | | |
| 6,661,915 |
| |
| | Term Loan, 7.490% - 7.499%, maturing April 05, 2013 | |
| |
| | | 6,566,983 | | |
| | | | NCI Building Systems, Inc. | | Ba2 | | BB | | | | | |
| 3,130,352 | | | | | Term Loan, 6.710%, maturing June 18, 2010 | | | | | | | 3,132,309 | | |
| | | | Newkirk Master, L.P. | | Ba2 | | BB+ | | | | | |
| 1,234,534 |
| |
| | Term Loan, 7.152%, maturing August 11, 2008 | |
| |
| | | 1,236,849 | | |
| 961,763 |
| |
| | Term Loan, 7.152% - 8.750%, maturing August 11, 2008 | |
| |
| | | 963,567 | | |
| | | | Nortek, Inc. | | B2 | | B | | | | | |
| 9,782,937 |
| |
| | Term Loan, 7.360%, maturing August 27, 2011 | |
| |
| | | 9,760,006 | | |
| | | | PGT Industries, Inc. | | B2 | | B+ | | | | | |
| 2,123,256 |
| |
| | Term Loan, 8.410%, maturing February 14, 2012 | |
| |
| | | 2,135,199 | | |
| | | | Ply Gem Industries, Inc. | | B1 | | BB- | | | | | |
| 249,141 |
| |
| | Term Loan, 7.580% - 7.650%, maturing August 15, 2011 | |
| |
| | | 248,206 | | |
| 3,737,109 |
| |
| | Term Loan, 7.580% - 7.650%, maturing August 15, 2011 | |
| |
| | | 3,723,095 | | |
See Accompanying Notes to Financial Statements
30
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Buildings & Real Estate: (continued) | |
| | | | Shea Capital I, LLC | | Ba2 | | BB- | | | | | |
$ | 1,000,000 | | | | | Term Loan, 7.490%, maturing | | | | | | |
| | |
| | | | October 27, 2011 | | | | | | $ | 997,500 | | |
| | | | Spanish Peaks, LLC | | B1 | | B+ | | | | | |
| 287,541 |
| |
| | Term Loan, 2.850%, maturing August 09, 2011 | |
| |
| | | 284,307 | | |
| 271,348 |
| |
| | Term Loan, 7.790% - 8.198%, maturing August 09, 2011 | |
| |
| | | 268,295 | | |
| | | | St. Marys Cement, Inc. | | Ba3 | | BB- | | | | | |
| 5,369,849 |
| |
| | Term Loan, 7.499%, maturing December 04, 2009 | |
| |
| | | 5,383,274 | | |
| | | | Standard Pacific Corporation | | Ba2 | | BB | | | | | |
| 2,250,000 | | | | | Term Loan, 6.926%, maturing May 05, 2013 | | | | | | | 2,219,063 | | |
| | | | Trizec Properties, Inc. | | NR | | BB+ | | | | | |
| 18,600,000 | | | | | Term Loan, 6.775%, maturing May 02, 2007 | | | | | | | 18,597,098 | | |
| | | | Trustreet Properties, Inc. | | Ba3 | | BB | | | | | |
| 6,500,000 | | | | | Term Loan, 7.402%, maturing April 08, 2010 | | | | | | | 6,536,563 | | |
| | | | Yellowstone Development, LLC | | B1 | | BB- | | | | | |
| 3,328,267 |
| |
| | Term Loan, 7.705%, maturing September 30, 2010 | |
| |
| | | 3,318,385 | | |
| | | 123,598,926 | | |
Cargo Transport: 0.8% | |
| | | | Baker Tanks, Inc. | | B2 | | B | | | | | |
| 3,473,750 |
| |
| | Term Loan, 7.830% - 7.999%, maturing November 22, 2012 | |
| |
| | | 3,495,461 | | |
| | | | Gainey Corporation | | B2 | | BB- | | | | | |
| 1,200,000 | | | | | Term Loan, 8.080%, maturing April 20, 2012 | | | | | | | 1,209,000 | | |
| | | | Helm Holding Corporation | | B2 | | B+ | | | | | |
| 983,989 |
| |
| | Term Loan, 7.960% - 7.999%, maturing July 08, 2011 | |
| |
| | | 987,064 | | |
| | | | Horizon Lines, LLC | | B2 | | B | | | | | |
| 2,450,000 | | | | | Term Loan, 7.750%, maturing July 07, 2011 | | | | | | | 2,459,954 | | |
| | | | Kenan Advantage Group, Inc. | | B3 | | B+ | | | | | |
| 995,000 |
| |
| | Term Loan, 8.499%, maturing December 16, 2011 | |
| |
| | | 1,001,219 | | |
| | | | Neoplan USA Corporation | | NR | | NR | | | | | |
| 497,738 | | | | (2 | ) | | Term Loan, maturing June 30, 2006 | | | | | | | 418,100 | | |
| | | | Pacer International, Inc. | | Ba3 | | BB | | | | | |
| 1,098,040 |
| |
| | Term Loan, 6.813% - 7.063%, maturing June 10, 2010 | |
| |
| | | 1,095,294 | | |
| | | | Railamerica, Inc. | | Ba3 | | BB | | | | | |
| 365,845 |
| |
| | Term Loan, 7.438%, maturing September 29, 2011 | |
| |
| | | 367,332 | | |
| 3,094,852 |
| �� |
| | Term Loan, 7.438%, maturing September 29, 2011 | |
| |
| | | 3,107,426 | | |
| | | | Transport Industries, L.P. | | B2 | | B+ | | | | | |
| 2,015,513 |
| |
| | Term Loan, 8.000%, maturing September 30, 2011 | |
| |
| | | 2,024,331 | | |
See Accompanying Notes to Financial Statements
31
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Cargo Transport: (continued) | |
| | | | United States Shipping, LLC | | B1 | | B+ | | | | | |
$ | 2,000,000 | | | | | Term Loan, 8.910%, maturing | | | | | | |
| | |
| | | | April 30, 2010 | | | | | | $ | 2,015,000 | | |
| | | 18,180,181 | | |
Cellular: 1.5% | |
| | | | Cellular South, Inc. | | Ba3 | | B+ | | | | | |
| 3,064,851 |
| |
| | Term Loan, 7.240% - 8.750%, maturing May 04, 2011 | |
| |
| | | 3,067,726 | | |
| | | | Centennial Cellular Operating Company | | B2 | | B | | | | | |
| 15,581,024 |
| |
| | Term Loan, 7.318% - 7.749%, maturing February 09, 2011 | |
| |
| | | 15,704,831 | | |
| | | | Cricket Communications, Inc. | | B2 | | B | | | | | |
| 6,000,000 | | | | | Term Loan, 8.249%, maturing June 16, 2013 | | | | | | | 6,053,250 | | |
| | | | IWO Holdings, Inc. | | Baa2 | | BBB+ | | | | | |
| 3,175,000 |
| |
| | Floating Rate Note, 9.257%, maturing January 15, 2012 | |
| |
| | | 3,278,188 | | |
| | | | Ntelos, Inc. | | B2 | | B | | | | | |
| 4,432,552 |
| |
| | Term Loan, 7.580%, maturing August 24, 2011 | |
| |
| | | 4,434,215 | | |
| | | | Rogers Wireless, Inc. | | Ba2 | | BB | | | | | |
| 2,500,000 |
| |
| | Floating Rate Note, 8.454%, maturing December 15, 2010 | |
| |
| | | 2,565,625 | | |
| | | 35,103,835 | | |
Chemicals, Plastics & Rubber: 7.5% | |
| | | | Basell Finance Company | | Ba3 | | B+ | | | | | |
| 1,112,830 |
| |
| | Term Loan, 7.580%, maturing September 07, 2013 | |
| |
| | | 1,127,784 | | |
| 222,566 |
| |
| | Term Loan, 7.580%, maturing September 07, 2013 | |
| |
| | | 225,557 | | |
| 1,112,830 |
| |
| | Term Loan, 7.580%, maturing September 07, 2014 | |
| |
| | | 1,127,784 | | |
| 222,566 |
| |
| | Term Loan, 7.580%, maturing September 07, 2014 | |
| |
| | | 225,557 | | |
| | | | Brenntag Holdings GMBH & Co. KG | | B2 | | B+ | | | | | |
EUR | 500,000 | | | | | Term Loan, 6.029%, maturing | | | | | | |
| | |
| | | | December 31, 2013 | | | | | | | 646,107 | | |
| 1,767,273 |
| |
| | Term Loan, 8.080%, maturing January 17, 2014 | |
| |
| | | 1,778,716 | | |
| 5,432,727 |
| |
| | Term Loan, 8.080%, maturing January 17, 2014 | |
| |
| | | 5,467,904 | | |
GBP | 1,000,000 | | | | | Term Loan, 7.589%, maturing | | | | | | |
| | |
| | | | June 15, 2014 | | | | | | | 1,925,736 | | |
| | | | Celanese, AG | | B1 | | BB- | | | | | |
| 14,764,885 |
| |
| | Term Loan, 7.499%, maturing April 06, 2009 | |
| |
| | | 14,829,481 | | |
| 6,500,000 |
| |
| | Term Loan, 5.406%, maturing April 06, 2011 | |
| |
| | | 6,548,750 | | |
| | | | Columbian Chemicals Company | | Ba3 | | BB- | | | | | |
| 900,000 |
| |
| | Term Loan, 7.250%, maturing March 16, 2013 | |
| |
| | | 899,438 | | |
See Accompanying Notes to Financial Statements
32
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Chemicals, Plastics & Rubber: (continued) | |
| | | | Covalence Specialty Materials Corporation | | Ba3 | | B+ | | | | | |
$ | 2,442,857 | | | | | Term Loan, 7.375%, maturing | | | | | | |
| | |
| | | | May 18, 2013 | | | | | | $ | 2,442,857 | | |
| | | | Covalence Specialty Materials Corporation | | B2 | | B- | | | | | |
| 500,000 |
| |
| | Term Loan, 8.575%, maturing August 16, 2013 | |
| |
| | | 505,521 | | |
| | | | Hawkeye Renewables, LLC | | B3 | | NR | | | | | |
| 3,750,000 |
| |
| | Term Loan, 9.400% - 9.543%, maturing January 31, 2012 | |
| |
| | | 3,724,219 | | |
| | | | Hercules, Inc. | | Ba1 | | BB | | | | | |
| 4,910 |
| |
| | Term Loan, 6.999% - 7.010%, maturing October 08, 2010 | |
| |
| | | 4,926 | | |
| | | | Hexion Specialty Chemicals, Inc. | | B2 | | B+ | | | | | |
| 8,133,231 |
| |
| | Term Loan, 7.563%, maturing May 05, 2013 | |
| |
| | | 8,061,219 | | |
| 1,766,769 |
| |
| | Term Loan, 7.500%, maturing May 05, 2013 | |
| |
| | | 1,751,126 | | |
| 1,800,000 |
| |
| | Term Loan, 7.234%, maturing May 05, 2013 | |
| |
| | | 1,784,063 | | |
| | | | Huntsman International, LLC | | Ba3 | | BB- | | | | | |
| 30,623,160 |
| |
| | Term Loan, 7.076%, maturing August 16, 2012 | |
| |
| | | 30,584,881 | | |
| | | | Ineos US Finance, LLC | | Ba3 | | B+ | | | | | |
| 4,200,000 |
| |
| | Term Loan, 7.339%, maturing December 16, 2012 | |
| |
| | | 4,222,970 | | |
EUR | 150,215 | | | | | Term Loan, 5.405%, maturing | | | | | | |
| | |
| | | | December 23, 2013 | | | | | | | 194,270 | | |
EUR | 849,785 | | | | | Term Loan, 5.405%, maturing | | | | | | |
| | |
| | | | December 23, 2013 | | | | | | | 1,099,011 | | |
| 4,500,000 |
| |
| | Term Loan, 7.339%, maturing December 16, 2013 | |
| |
| | | 4,541,720 | | |
EUR | 849,785 | | | | | Term Loan, 5.405%, maturing | | | | | | |
| | |
| | | | December 23, 2013 | | | | | | | 1,099,011 | | |
EUR | 150,215 | | | | | Term Loan, 5.405%, maturing | | | | | | |
| | |
| | | | December 23, 2013 | | | | | | | 193,944 | | |
| 4,500,000 |
| |
| | Term Loan, 7.339%, maturing December 23, 2014 | |
| |
| | | 4,541,720 | | |
| | | | Innophos, Inc. | | B2 | | B | | | | | |
| 3,009,942 |
| |
| | Term Loan, 7.580% - 7.750%, maturing August 13, 2010 | |
| |
| | | 3,021,229 | | |
| | | | Invista, B.V. | | Ba2 | | BB | | | | | |
| 7,639,110 |
| |
| | Term Loan, 7.000%, maturing April 29, 2011 | |
| |
| | | 7,645,474 | | |
| 3,883,204 |
| |
| | Term Loan, 7.000%, maturing April 29, 2011 | |
| |
| | | 3,886,439 | | |
| | | | ISP Chemco, Inc. | | Ba3 | | BB- | | | | | |
| 4,987,500 |
| |
| | Term Loan, 7.438% - 7.625%, maturing February 16, 2013 | |
| |
| | | 4,992,383 | | |
See Accompanying Notes to Financial Statements
33
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Chemicals, Plastics & Rubber: (continued) | |
| | | | JohnsonDiversey, Inc. | | B1 | | B | | | | | |
$ | 508,666 | | | | | Term Loan, 7.930%, maturing | | | | | | |
| | |
| | | | December 16, 2010 | | | | | | $ | 512,005 | | |
| 3,791,700 |
| |
| | Term Loan, 7.970%, maturing December 16, 2011 | | | | | | | 3,824,878 | | |
| | | | Kraton Polymers, LLC | | B1 | | B+ | | | | | |
| 2,693,250 |
| |
| | Term Loan, 7.375%, maturing May 12, 2013 | | | | | | | 2,696,617 | | |
| | | | Lucite International US Finco Limited | | B1 | | B+ | | | | | |
EUR | 75,094 | | | | | Term Loan, 5.840%, maturing July 07, 2013 | | | | | | | 96,888 | | |
| 711,832 | | | | | Term Loan, 8.160%, maturing July 07, 2013 | | | | | | | 718,061 | | |
| | | | Nalco Company | | B1 | | BB- | | | | | |
| 15,428,800 |
| |
| | Term Loan, 7.120% - 7.300%, maturing November 04, 2010 | | | | | | | 15,451,589 | | |
| | | | Northeast Biofuels, LLC | | B1 | | B+ | | | | | |
| 1,268,293 |
| |
| | Term Loan, 8.749%, maturing June 30, 2013 | | | | | | | 1,277,805 | | |
| | | | Polypore, Inc. | | B2 | | B | | | | | |
| 6,084,932 |
| |
| | Term Loan, 8.330%, maturing November 12, 2011 | | | | | | | 6,140,713 | | |
| | | | PQ Corporation | | B1 | | B+ | | | | | |
| 2,468,750 |
| |
| | Term Loan, 7.500%, maturing February 11, 2012 | | | | | | | 2,476,978 | | |
| | | | Rockwood Specialties Group, Inc. | | B1 | | B+ | | | | | |
| 14,845,625 |
| |
| | Term Loan, 7.485%, maturing December 13, 2013 | | | | | | | 14,933,778 | | |
| | | | Supresta, LLC | | B1 | | B | | | | | |
| 3,495,042 |
| |
| | Term Loan, 8.750%, maturing July 20, 2011 | | | | | | | 3,451,354 | | |
| | | | Vertellus Specialties, Inc. | | B3 | | B+ | | | | | |
| 2,375,000 | | | | | Term Loan, 8.610%, maturing July 10, 2013 | | | | | | | 2,379,453 | | |
| | | 173,059,916 | | |
Containers, Packaging & Glass: 3.7.000% | |
| | | | Berry Plastics Corporation | | B1 | | B+ | | | | | |
| 5,789,057 |
| |
| | Term Loan, 7.080%, maturing December 02, 2011 | | | | | | | 5,790,261 | | |
| | | | Bluegrass Container Company | | Ba3 | | BB- | | | | | |
| 1,203,788 |
| |
| | Term Loan, 7.580%, maturing June 30, 2013 | | | | | | | 1,213,569 | | |
| | | | Boise Cascade Corporation | | Ba3 | | BB | | | | | |
| 6,166,952 |
| |
| | Term Loan, 7.094% - 7.250%, maturing October 29, 2011 | | | | | | | 6,196,732 | | |
| | | | Graham Packaging Company, L.P. | | B2 | | B | | | | | |
| 23,458,969 |
| |
| | Term Loan, 7.563% - 7.875%, maturing October 07, 2011 | | | | | | | 23,546,941 | | |
| | | | Graphic Packaging International, Inc. | | B1 | | B+ | | | | | |
| 17,871,492 |
| |
| | Term Loan, 7.620% - 8.140%, maturing August 08, 2010 | | | | | | | 18,058,177 | | |
| | | | Intertape Polymer Group, Inc. | | Ba3 | | B+ | | | | | |
| 2,701,875 |
| |
| | Term Loan, 7.550% - 7.760%, maturing July 28, 2011 | | | | | | | 2,730,582 | | |
See Accompanying Notes to Financial Statements
34
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Containers, Packaging & Glass: (continued) | |
| | | | | | Owens-Illinois Group, Inc. | | B1 | | BB- | | | | | |
$ | 2,843,750 | | | | | | | Term Loan, 7.080%, maturing | | | | | | |
| | |
| | | | | | April 01, 2008 | | | | | | $ | 2,848,016 | | |
EUR | 2,250,000 | | | | | | | Term Loan, 4.856%, maturing May 23, 2013 | | | | | | | 2,883,152 | | |
| | | | | | Pro Mach, Inc. | | B1 | | B | | | | | |
| 2,493,750 |
| | |
| | | Term Loan, 7.750%, maturing December 01, 2011 | |
| |
| | | 2,512,453 | | |
| | | | | | Smurfit-Stone Container Corporation | | Ba3 | | B+ | | | | | |
| 6,782,349 |
| | |
| | | Term Loan, 7.500% - 7.688%, maturing November 01, 2011 | |
| |
| | | 6,827,072 | | |
| 3,172,870 |
| | |
| | | Term Loan, 7.500% - 7.688%, maturing November 01, 2011 | |
| |
| | | 3,193,792 | | |
| | | | | | Solo Cup, Inc. | | B2 | | B+ | | | | | |
| 2,506,826 |
| | |
| | | Term Loan, 7.610% - 7.999%, maturing February 27, 2011 | |
| |
| | | 2,512,421 | | |
| | | | | | Xerium Technologies, Inc. | | B1 | | B+ | | | | | |
| 6,071,987 | | | | | | | Term Loan, 7.749%, maturing May 18, 2012 | | | | | | | 6,056,807 | | |
| | | 84,369,975 | | |
Data and Internet Services: 2.7% | |
| | | | | | Activant Solutions, Inc. | | B2 | | B | | | | | |
| 2,493,750 |
| | |
| | | Term Loan, 7.438% - 7.500%, maturing May 01, 2013 | |
| |
| | | 2,462,578 | | |
| | | | | | Aspect Software, Inc. | | B2 | | B+ | | | | | |
| 625,000 |
| | |
| | | Term Loan, 8.500%, maturing July 11, 2011 | |
| |
| | | 626,875 | | |
| | | | | | Audatex Holdings, LLC | | B1 | | B+ | | | | | |
EUR | 1,500,000 | | | | | | | Term Loan, 5.330%, maturing April 13, 2013 | | | | | | | 1,938,919 | | |
| 3,000,000 | | | | | | | Term Loan, 7.750%, maturing April 13, 2013 | | | | | | | 3,024,375 | | |
| | | | | | Carlson Wagonlit Holdings, B.V. | | Ba3 | | B+ | | | | | |
| 2,750,000 | | | | (3 | ) | | Term Loan, maturing July 01, 2014 | | | | | | | 2,746,563 | | |
| | | | | | iPayment, Inc. | | B2 | | B | | | | | |
| 4,488,750 |
| | |
| | | Term Loan, 7.580% - 7.750%, maturing May 10, 2013 | |
| |
| | | 4,491,555 | | |
| | | | | | JDA Software Group, Inc. | | B1 | | B+ | | | | | |
| 1,500,000 |
| | |
| | | Term Loan, 7.656% - 7.848%, maturing July 05, 2013 | |
| |
| | | 1,502,813 | | |
| | | | | | Sungard Data Systems, Inc. | | B1 | | B+ | | | | | |
| 33,630,076 |
| | |
| | | Term Loan, 7.999%, maturing February 11, 2013 | |
| |
| | | 33,915,326 | | |
| | | | | | TDS Investor Corporation | | B1 | | B+ | | | | | |
| 264,451 | | | | (3 | ) | | Term Loan, maturing August 22, 2013 | | | | | | | 265,649 | | |
| 3,215,206 | | | | (3 | ) | | Term Loan, maturing August 22, 2013 | | | | | | | 3,229,774 | | |
| | | | | | Transaction Network Services, Inc. | | Ba3 | | BB- | | | | | |
| 3,088,853 | | | | | | | Term Loan, 7.391%, maturing May 04, 2012 | | | | | | | 3,088,853 | | |
| | | | | | Transfirst Holdings, Inc. | | B2 | | B+ | | | | | |
| 875,000 |
| | |
| | | Term Loan, 7.820%, maturing March 31, 2010 | |
| |
| | | 880,469 | | |
| | | | | | Worldspan, L.P. | | B2 | | B | | | | | |
| 4,762,306 |
| | |
| | | Term Loan, 8.063% - 8.250%, maturing February 11, 2010 | |
| |
| | | 4,774,212 | | |
| | | 62,947,961 | | |
See Accompanying Notes to Financial Statements
35
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Diversified Natural Resources, Precious Metals & Minerals: 2.3% | |
| | | | Georgia-Pacific Corporation | | Ba2 | | BB- | | | | | |
$ | 48,357,000 | | | | | Term Loan, 7.300% - 7.499%, maturing | | | | | | |
| | |
| | | | December 20, 2012 | | | | | | $ | 48,454,391 | | |
| | | | Georgia-Pacific Corporation | | Ba3 | | B+ | | | | | |
| 4,750,000 |
| |
| | Term Loan, 8.300%, maturing December 20, 2013 | | | | | | | 4,798,488 | | |
| | | 53,252,879 | | |
Diversified / Conglomerate Manufacturing: 2.9% | |
| | | | Aearo Technologies, Inc. | | B2 | | B | | | | | |
| 2,394,000 |
| |
| | Term Loan, 7.960%, maturing March 24, 2013 | | | | | | | 2,418,438 | | |
| | | | Aearo Technologies, Inc. | | Caa1 | | CCC+ | | | | | |
| 1,800,000 |
| |
| | Term Loan, 11.960%, maturing September 24, 2013 | | | | | | | 1,833,750 | | |
| | | | Axia, Inc. | | B2 | | B | | | | | |
| 2,487,500 |
| |
| | Term Loan, 8.750%, maturing December 21, 2012 | | | | | | | 2,493,719 | | |
| | | | Brand Services, Inc. | | B2 | | B | | | | | |
| 2,527,468 |
| |
| | Term Loan, 7.650% - 7.735%, maturing January 15, 2012 | | | | | | | 2,530,627 | | |
| | | | Chart Industries, Inc | | B1 | | B+ | | | | | |
| 2,000,000 |
| |
| | Term Loan, 7.563%, maturing October 17, 2012 | | | | | | | 2,007,500 | | |
| | | | Cinram International, Inc. | | B1 | | BB- | | | | | |
| 5,481,822 | | | | | Term Loan, 7.222%, maturing May 05, 2011 | | | | | | | 5,474,114 | | |
| | | | Dresser Rand, Inc. | | B1 | | B+ | | | | | |
| 760,402 |
| |
| | Term Loan, 7.110% - 7.618%, maturing October 29, 2007 | | | | | | | 764,870 | | |
| | | | Dresser, Inc. | | B1 | | B | | | | | |
| 606,889 | | | | | Term Loan, 7.830%, maturing April 10, 2009 | | | | | | | 612,958 | | |
| | | | Flowserve Corporation | | Ba3 | | BB- | | | | | |
| 3,745,100 |
| |
| | Term Loan, 6.750% - 7.000%, maturing August 10, 2012 | | | | | | | 3,755,635 | | |
| | | | Gentek, Inc. | | B2 | | B+ | | | | | |
| 2,342,211 |
| |
| | Term Loan, 7.580% - 7.760%, maturing February 28, 2011 | | | | | | | 2,355,386 | | |
| | | | Goodman Global Holdings, Inc. | | B1 | | B+ | | | | | |
| 2,653,929 |
| |
| | Term Loan, 7.250%, maturing December 23, 2011 | | | | | | | 2,648,124 | | |
| | | | Mark IV Industries, Inc. | | B1 | | BB | | | | | |
| 500,000 |
| |
| | Term Loan, 7.900% - 8.100%, maturing June 21, 2011 | | | | | | | 505,104 | | |
| | | | Mueller Group, Inc. | | B1 | | BB- | | | | | |
| 10,609,941 |
| |
| | Term Loan, 7.330% - 7.868%, maturing October 03, 2012 | | | | | | | 10,690,460 | | |
| | | | Norcross Safety Products, LLC | | B1 | | BB- | | | | | |
| 3,824,936 |
| |
| | Term Loan, 7.513% - 9.250%, maturing June 30, 2012 | | | | | | | 3,833,305 | | |
| | | | Prysmian S.R.L. | | NR | | NR | | | | | |
EUR | 1,200,000 | | | | (3 | ) | | Term Loan, maturing August 31, 2014 | | | | | | | 1,543,447 | | |
EUR | 300,000 | | | | (3 | ) | | Term Loan, maturing August 31, 2015 | | | | | | | 386,823 | | |
See Accompanying Notes to Financial Statements
36
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Diversified / Conglomerate Manufacturing: (continued) | |
| | | | Sensata Technologies, Inc. | | B1 | | BB- | | | | | |
EUR | 2,000,000 | | | | | Term Loan, 5.068% - 7.490%, maturing | | | | | | |
| | |
| | | | April 27, 2013 | | | | | | $ | 2,575,349 | | |
| 7,300,000 |
| |
| | Term Loan, 7.080% - 7.240%, maturing April 27, 2013 | | | | | | | 7,261,544 | | |
| | | | Sensus Metering Systems, Inc. | | B2 | | B+ | | | | | |
| 1,582,609 |
| |
| | Term Loan, 7.399% - 7.583%, maturing December 17, 2010 | | | | | | | 1,582,609 | | |
| 210,217 |
| |
| | Term Loan, 7.399% - 7.583%, maturing December 17, 2010 | | | | | | | 210,217 | | |
| | | | Springs Window Fashions, LLC | | B1 | | B+ | | | | | |
| 995,000 |
| |
| | Term Loan, 8.250%, maturing December 30, 2012 | | | | | | | 1,006,194 | | |
| | | | TFS Acquisition Corporation | | B2 | | B+ | | | | | |
| 1,500,000 |
| |
| | Term Loan, 8.830%, maturing August 11, 2013 | | | | | | | 1,511,250 | | |
| | | | Universal Compression, Inc. | | Ba2 | | BB | | | | | |
| 3,920,111 |
| |
| | Term Loan, 7.000%, maturing February 15, 2012 | | | | | | | 3,923,377 | | |
| | | | Walter Industries Inc. | | Ba3 | | B+ | | | | | |
| 3,511,435 |
| |
| | Term Loan, 6.870% - 7.249%, maturing October 03, 2012 | | | | | | | 3,522,409 | | |
| | | | Waterpik Technologies, Inc. | | B1 | | BB- | | | | | |
| 1,500,000 |
| |
| | Term Loan, 7.730%, maturing June 30, 2013 | | | | | | | 1,500,470 | | |
| | | 66,947,679 | | |
Diversified / Conglomerate Service: 2.5% | |
| | | | Affinion Group, Inc. | | B1 | | B+ | | | | | |
| 3,627,907 |
| |
| | Term Loan, 8.075% - 8.176%, maturing October 17, 2012 | | | | | | | 3,654,550 | | |
| | | | CCC Information Services, Inc. | | B1 | | B | | | | | |
| 1,000,000 |
| |
| | Term Loan, 8.000%, maturing February 10, 2013 | | | | | | | 1,005,833 | | |
| | | | Fidelity National Information Solutions, Inc. | | Ba1 | | BB+ | | | | | |
| 32,356,683 |
| |
| | Term Loan, 7.080%, maturing March 09, 2013 | | | | | | | 32,479,218 | | |
| | | | Iron Mountain, Inc. | | Ba3 | | BB- | | | | | |
| 5,895,000 | | | | | Term Loan, 7.094%, maturing April 02, 2011 | | | | | | | 5,912,196 | | |
| 5,213,333 | | | | | Term Loan, 7.156%, maturing April 02, 2011 | | | | | | | 5,224,193 | | |
| | | | Mitchell International, Inc. | | B1 | | B+ | | | | | |
| 1,223,020 |
| |
| | Term Loan, 7.500%, maturing August 15, 2011 | | | | | | | 1,227,989 | | |
| | | | US Investigations Services, LLC | | B2 | | B+ | | | | | |
| 4,439,693 |
| |
| | Term Loan, 7.920%, maturing October 14, 2012 | | | | | | | 4,445,242 | | |
| | | | Vertafore, Inc. | | B1 | | B+ | | | | | |
| 555,556 |
| |
| | Term Loan, 7.980% - 9.750%, maturing January 31, 2012 | | | | | | | 558,333 | | |
| 1,304,111 |
| |
| | Term Loan, 7.830% - 7.900%, maturing January 31, 2012 | | | | | | | 1,310,632 | | |
See Accompanying Notes to Financial Statements
37
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Diversified / Conglomerate Service: (continued) | |
| | | | | | Vertafore, Inc. | | B3 | | CCC+ | | | | | |
$875,000 | | | | | | Term Loan, 11.4000% - 11.461%, maturing | | | | | | |
| | |
| | | | | | January 31, 2013 | | | | | | $ | 888,490 | | |
| | | 56,706,676 | | |
Ecological: 0.8% | |
| | | | | | Allied Waste North America, Inc. | | B1 | | BB | | | | | |
| 7,470,022 |
| | |
| | | Term Loan, 7.200% - 7.270%, maturing January 15, 2012 | | | | | | | 7,464,187 | | |
| 3,191,130 |
| | |
| | | Term Loan, 7.084%, maturing January 15, 2012 | | | | | | | 3,188,970 | | |
| | | | | | Envirosolutions, Inc. | | B2 | | B- | | | | | |
| 2,750,000 |
| | |
| | | Term Loan, 8.810% - 9.000%, maturing July 07, 2012 | | | | | | | 2,770,625 | | |
| | | | | | Great Lakes Dredge & Dock Corporation | | B2 | | CCC+ | | | | | |
| 2,034,873 |
| | |
| | | Term Loan, 7.990% - 8.620%, maturing December 22, 2010 | | | | | | | 2,042,504 | | |
| | | | | | IESI Corporation | | Ba3 | | BB | | | | | |
| 1,800,000 |
| | |
| | | Term Loan, 6.939% - 7.248%, maturing January 14, 2012 | | | | | | | 1,802,813 | | |
| | | | | | Wastequip, Inc. | | B2 | | B | | | | | |
| 1,529,756 | | | | | | | Term Loan, 7.749%, maturing July 15, 2011 | | | | | | | 1,533,580 | | |
| | | 18,802,679 | | |
Electronics: 1.4% | |
| | | | | | Decision One Corporation | | NR | | NR | | | | | |
| 404,912 | | | | | | | Term Loan, 12%, maturing April 15, 2010 | | | | | | | 404,912 | | |
| | | | | | Deutsch | | NR | | NR | | | | | |
EUR | 198,083 | | | | (3 | ) | | Term Loan, maturing August 31, 2014 | | | | | | | 258,318 | | |
| 1,250,000 | | | | (3 | ) | | Term Loan, maturing August 31, 2014 | | | | | | | 1,260,156 | | |
EUR | 198,083 | | | | (3 | ) | | Term Loan, maturing August 31, 2015 | | | | | | | 257,049 | | |
| | | | | | Eastman Kodak Company | | B1 | | B+ | | | | | |
| 3,176,471 |
| | |
| | | Term Loan, 7.655% - 7.757%, maturing October 18, 2012 | | | | | | | 3,178,739 | | |
| 10,285,117 |
| | |
| | | Term Loan, 7.649% - 7.750%, maturing October 18, 2012 | | | | | | | 10,294,013 | | |
| | | | | | ON Semiconductor Corporation | | B2 | | B+ | | | | | |
| 9,806,242 |
| | |
| | | Term Loan, 7.750%, maturing December 15, 2011 | | | | | | | 9,830,758 | | |
| | | | | | Serena Software, Inc. | | B1 | | B | | | | | |
| 3,195,808 |
| | |
| | | Term Loan, 7.410%, maturing March 11, 2013 | | | | | | | 3,195,408 | | |
| | | | | | SI International, Inc. | | B1 | | B+ | | | | | |
| 2,726,030 |
| | |
| | | Term Loan, 7.330% - 7.460%, maturing February 09, 2011 | | | | | | | 2,729,438 | | |
| | | 31,408,791 | | |
Finance: 1.0% | |
| | | | | | Ameritrade Holding Corporation | | Ba1 | | BB | | | | | |
| 6,855,227 |
| | |
| | | Term Loan, 6.830%, maturing December 31, 2012 | | | | | | | 6,855,227 | | |
See Accompanying Notes to Financial Statements
38
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Finance: (continued) | |
| | | | LPL Holdings, Inc. | | B2 | | B | | | | | |
$ | 7,462,500 | | | | | Term Loan, 8.130% - 8.749%, maturing | | | | | | |
| | |
| | | | June 28, 2013 | | | | | | $ | 7,554,617 | | |
| | | | Nasdaq Stock Market, Inc. | | Ba3 | | BB+ | | | | | |
| 5,141,731 |
| |
| | Term Loan, 6.971% - 7.249%, maturing April 18, 2012 | | | | | | | 5,142,374 | | |
| 2,980,542 |
| |
| | Term Loan, 7.030% - 7.249%, maturing April 18, 2012 | | | | | | | 2,980,914 | | |
| | | 22,533,132 | | |
Foreign Cable, Foreign TV, Radio and Equipment: 1.1% | |
| | | | ENO France SAS | | NR | | NR | | | | | |
EUR | 4,000,000 | | | | (3 | ) | | Term Loan, maturing July 30, 2014 | | | | | | | 5,082,358 | | |
| | | | German Media Partners, L.P. | | NR | | B+ | | | | | |
EUR | 5,000,000 | | | | | Term Loan, 7.070%, maturing | | | | | | |
| | |
| | | | July 08, 2011 | | | | | | | 6,384,983 | | |
| | | | NTL Investment Holding Limited | | Ba3 | | BB- | | | | | |
| 6,000,000 | | | | (3 | ) | | Term Loan, maturing December 31, 2012 | | | | | | | 5,991,000 | | |
| | | | UPC Financing Partnership | | B1 | | B | | | | | |
EUR | 3,300,000 | | | | | Term Loan, 5.507%, maturing | | | | | | |
| | |
| | | | March 12, 2013 | | | | | | | 4,221,083 | | |
EUR | 3,300,000 | | | | | Term Loan, 5.507%, maturing | | | | | | |
| | |
| | | | December 31, 2013 | | | | | | | 4,224,254 | | |
| | | 25,903,678 | | |
Gaming: 3.2% | |
| | | | Ameristar Casinos, Inc. | | Ba3 | | BB+ | | | | | |
| 2,985,000 |
| |
| | Term Loan, 6.830% - 6.900%, maturing November 10, 2012 | | | | | | | 2,986,400 | | |
| | | | Boyd Gaming Corporation | | Ba2 | | BB | | | | | |
| 4,150,000 |
| |
| | Term Loan, 6.610% - 6.999%, maturing June 30, 2011 | | | | | | | 4,155,532 | | |
| | | | CCM Merger, Inc. | | B1 | | B | | | | | |
| 10,408,659 |
| |
| | Term Loan, 7.236% - 7.490%, maturing July 13, 2012 | | | | | | | 10,389,143 | | |
| | | | Global Cash Access, LLC | | Ba3 | | B+ | | | | | |
| 1,715,187 |
| |
| | Term Loan, 7.080%, maturing March 10, 2010 | | | | | | | 1,715,187 | | |
| | | | Green Valley Ranch Gaming, LLC | | NR | | NR | | | | | |
| 977,612 |
| |
| | Term Loan, 7.499%, maturing December 17, 2011 | | | | | | | 978,835 | | |
| | | | Herbst Gaming, Inc. | | B1 | | B+ | | | | | |
| 2,962,500 |
| |
| | Term Loan, 7.110% - 7.499%, maturing January 31, 2011 | | | | | | | 2,968,055 | | |
| | | | Isle of Capri Black Hawk, LLC | | B1 | | B+ | | | | | |
| 1,819,583 |
| |
| | Term Loan, 7.300% - 7.510%, maturing October 24, 2011 | | | | | | | 1,817,309 | | |
| | | | Isle of Capri Casinos, Inc. | | Ba2 | | BB- | | | | | |
| 990,000 |
| |
| | Term Loan, 7.249%, maturing February 04, 2011 | | | | | | | 991,733 | | |
| 1,477,500 |
| |
| | Term Loan, 7.008% - 7.322%, maturing February 04, 2011 | | | | | | | 1,480,086 | | |
See Accompanying Notes to Financial Statements
39
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Gaming: (continued) | |
| | | | Opbiz, LLC | | B3 | | B- | | | | | |
$ | 5,952,945 | | | | | Term Loan, 8.508%, maturing | | | | | | |
| | |
| | | | August 31, 2010 | | | | | | $ | 5,775,845 | | |
| 36,121 |
| |
| | Term Loan, 8.990%, maturing August 31, 2010 | | | | | | | 35,105 | | |
| | | | Penn National Gaming, Inc. | | Ba2 | | BB | | | | | |
| 1,279,070 |
| |
| | Term Loan, 7.250%, maturing October 03, 2011 | | | | | | | 1,283,067 | | |
| 13,398,750 |
| |
| | Term Loan, 7.020% - 7.250%, maturing October 03, 2012 | | | | | | | 13,467,419 | | |
| | | | Ruffin Gaming, LLC | | NR | | NR | | | | | |
| 1,485,376 |
| |
| | Term Loan, 7.750%, maturing June 28, 2008 | | | | | | | 1,500,230 | | |
| | | | The Mississippi Band of Choctaw Indians | | Ba2 | | BB | | | | | |
| 2,210,870 |
| |
| | Term Loan, 7.749%, maturing November 14, 2011 | | | | | | | 2,212,251 | | |
| | | | Trump Entertainment Resorts Holdings, L.P. | | B2 | | BB- | | | | | |
| 1,732,500 |
| |
| | Term Loan, 7.920% - 8.030%, maturing May 20, 2012 | | | | | | | 1,746,036 | | |
| | | | Venetian Casino Resorts, LLC | | Ba3 | | BB- | | | | | |
| 10,777,777 | | | | | Term Loan, 7.250%, maturing June 15, 2011 | | | | | | | 10,778,618 | | |
| 2,393,163 | | | | | Term Loan, 7.250%, maturing June 15, 2011 | | | | | | | 2,393,349 | | |
| | | | Venetian Macau, Ltd. | | Ba3 | | BB- | | | | | |
| 5,800,000 | | | | | Term Loan, 8.200%, maturing May 26, 2013 | | | | | | | 5,829,000 | | |
| | | | Yonkers Racing Corporation | | B3 | | B | | | | | |
| 1,251,048 |
| |
| | Term Loan, 8.828% - 8.830%, maturing August 12, 2011 | | | | | | | 1,262,776 | | |
| 748,952 |
| |
| | Term Loan, 8.828% - 8.830%, maturing August 12, 2011 | | | | | | | 755,974 | | |
| | | 74,521,950 | | |
Grocery: 0.5% | |
| | | | Roundy's Supermarkets, Inc. | | B2 | | B+ | | | | | |
| 6,467,500 |
| |
| | Term Loan, 8.290% - 8.440%, maturing November 03, 2011 | | | | | | | 6,538,242 | | |
| | | | Supervalu, Inc. | | Ba3 | | BB- | | | | | |
| 3,990,000 | | | | | Term Loan, 7.063%, maturing June 02, 2012 | | | | | | | 3,990,251 | | |
| | | 10,528,493 | | |
Healthcare, Education and Childcare: 10.4% | |
| | | | Accellent Corporation | | B2 | | BB- | | | | | |
| 2,985,000 |
| |
| | Term Loan, 7.330% - 7.400%, maturing November 22, 2012 | | | | | | | 2,981,269 | | |
| | | | AGA Medical Corporation | | B2 | | B+ | | | | | |
| 4,488,750 |
| |
| | Term Loan, 7.680% - 7.720%, maturing April 28, 2013 | | | | | | | 4,497,166 | | |
| | | | Ameripath, Inc. | | B1 | | BB- | | | | | |
| 3,990,000 |
| |
| | Term Loan, 7.390%, maturing October 31, 2012 | | | | | | | 3,991,995 | | |
| | | | AMN Healthcare, Inc. | | Ba2 | | BB- | | | | | |
| 857,979 |
| |
| | Term Loan, 7.249%, maturing November 02, 2011 | | | | | | | 859,856 | | |
See Accompanying Notes to Financial Statements
40
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Healthcare, Education and Childcare: (continued) | |
| | | | AMR Holdco, Inc./Emcare Holdco, Inc. | | B2 | | B+ | | | | | |
$ | 3,251,781 | | | | | Term Loan, 7.270% - 7.370%, maturing | | | | | | |
| | |
| | | | February 10, 2012 | | | | | | $ | 3,258,896 | | |
| | | | Angiotech Pharmaceuticals, Inc. | | Ba3 | | BB- | | | | | |
| 4,399,688 |
| |
| | Term Loan, 6.830% - 6.999%, maturing March 23, 2013 | |
| |
| | | 4,341,026 | | |
| | | | Capella Healthcare, Inc. | | B3 | | B | | | | | |
| 4,975,000 |
| |
| | Term Loan, 8.240%, maturing November 30, 2012 | |
| | | | | 5,009,203 | | |
| | | | CCS Acquisition, Inc. | | B3 | | B | | | | | |
| 4,477,500 |
| |
| | Term Loan, 8.750%, maturing September 30, 2012 | | | | | | | 4,344,106 | | |
| | | | Community Health Systems, Inc. | | Ba3 | | BB- | | | | | |
| 26,612,125 |
| |
| | Term Loan, 7.080% - 7.150%, maturing August 19, 2011 | | | | | | | 26,632,900 | | |
| | | | Compsych Investment Corporation | | NR | | NR | | | | | |
| 992,500 |
| |
| | Term Loan, 7.860% - 8.250%, maturing April 20, 2012 | | | | | | | 997,463 | | |
| | | | Concentra Operating Corporation | | B1 | | B+ | | | | | |
| 6,526,915 |
| |
| | Term Loan, 7.500% - 7.620%, maturing September 30, 2011 | | | | | | | 6,548,329 | | |
| | | | CRC Health Corporation | | B1 | | B | | | | | |
| 1,496,250 |
| |
| | Term Loan, 7.749%, maturing February 06, 2013 | | | | | | | 1,498,120 | | |
| | | | Davita, Inc. | | B1 | | BB- | | | | | |
| 22,774,078 |
| |
| | Term Loan, 7.110% - 7.690%, maturing October 05, 2012 | | | | | | | 22,870,653 | | |
| | | | DJ Orthopedics, LLC | | Ba3 | | BB- | | | | | |
| 1,769,786 |
| |
| | Term Loan, 6.875% - 7.063%, maturing April 07, 2013 | | | | | | | 1,765,361 | | |
| | | | Education Management Corporation | | B2 | | B | | | | | |
| 6,000,000 | | | | | Term Loan, 8.063%, maturing June 01, 2013 | | | | | | | 6,035,628 | | |
| | | | Encore Medical IHC, Inc. | | B1 | | B | | | | | |
| 2,286,984 |
| |
| | Term Loan, 8.281% - 8.500%, maturing October 04, 2010 | | | | | | | 2,295,561 | | |
| | | | Fresenius Medical Care Holdings, Inc. | | Ba2 | | BB | | | | | |
| 5,885,250 |
| |
| | Term Loan, 6.775% - 6.874%, maturing March 31, 2013 | | | | | | | 5,843,971 | | |
| | | | Gentiva Health Services, Inc. | | Ba3 | | B+ | | | | | |
| 3,837,838 |
| |
| | Term Loan, 7.370% - 7.890%, maturing March 31, 2013 | | | | | | | 3,847,432 | | |
| |
| | Golden Gate National Senior Care Holdings, LLC | | B1 | | B+ | | | | | |
| 1,795,500 |
| |
| | Term Loan, 7.959% - 8.249%, maturing March 14, 2011 | | | | | | | 1,806,722 | | |
| | | | Healthcare Partners, LLC | | B1 | | BB | | | | | |
| 2,798,680 |
| |
| | Term Loan, 7.860%, maturing February 04, 2011 | | | | | | | 2,812,673 | | |
| | | | Healthsouth Corporation | | B2 | | B+ | | | | | |
| 4,345,455 |
| |
| | Term Loan, 8.520%, maturing March 10, 2013 | | | | | | | 4,366,278 | | |
See Accompanying Notes to Financial Statements
41
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Healthcare, Education and Childcare: (continued) | |
| | | | Iasis Healthcare Corporation | | B1 | | B+ | | | | | |
$ | 13,254,623 | | | | | Term Loan, 7.730% - 7.749%, maturing | | | | | | |
| | |
| | | | June 22, 2011 | | | | | | $ | 13,344,370 | | |
| | | | Lifepoint Hospitals, Inc. | | Ba3 | | BB | | | | | |
| 22,604,553 | | | | | Term Loan, 6.905%, maturing April 15, 2012 | | | | | | | 22,524,488 | | |
| | | | Magellan Health Services, Inc. | | Ba3 | | BB | | | | | |
| 416,667 |
| |
| | Term Loan, 7.079% - 7.170%, maturing August 15, 2008 | | | | | | | 417,708 | | |
| | | | MMM Holdings, Inc. | | B1 | | B | | | | | |
| 1,610,963 | | | | | Term Loan, 7.750%, maturing August 16, 2011 | | | | | | | 1,612,474 | | |
| | | | Multiplan Corporation | | B2 | | B+ | | | | | |
| 2,295,176 | | | | | Term Loan, 7.499%, maturing April 12, 2013 | | | | | | | 2,284,658 | | |
| | | | National Mentor Holdings, Inc. | | B1 | | B | | | | | |
| 76,667 | | | | | Term Loan, 7.840%, maturing June 29, 2013 | | | | | | | 77,050 | | |
| 1,256,667 |
| |
| | Term Loan, 7.830% - 7.860%, maturing June 29, 2013 | | | | | | | 1,262,950 | | |
| | | | National Renal Institutes, Inc. | | NR | | B+ | | | | | |
| 2,000,000 |
| |
| | Term Loan, 7.563% - 7.688%, maturing March 31, 2013 | | | | | | | 2,004,376 | | |
| | | | Per-Se Technologies, Inc. | | B1 | | B+ | | | | | |
| 3,982,759 |
| |
| | Term Loan, 7.330% - 7.500%, maturing January 06, 2013 | | | | | | | 3,997,694 | | |
| | | | Quintiles Transnational Corporation | | B1 | | BB- | | | | | |
| 5,336,625 |
| |
| | Term Loan, 7.500%, maturing March 31, 2013 | | | | | | | 5,337,458 | | |
| | | | Radiation Therapy Services, Inc. | | B1 | | BB | | | | | |
| 3,917,651 |
| |
| | Term Loan, 7.499%, maturing December 16, 2012 | | | | | | | 3,917,651 | | |
| | | | Renal Advantage, Inc. | | NR | | B+ | | | | | |
| 6,042,683 |
| |
| | Term Loan, 7.840%, maturing October 06, 2012 | | | | | | | 6,076,673 | | |
| | | | Rural/Metro Operating Company, LLC | | B1 | | B | | | | | |
| 519,127 |
| |
| | Term Loan, 5.256%, maturing March 04, 2011 | | | | | | | 521,398 | | |
| 1,258,822 |
| |
| | Term Loan, 7.502% - 7.730%, maturing March 04, 2011 | | | | | | | 1,264,330 | | |
| | | | Select Medical Corporation | | B1 | | BB- | | | | | |
| 2,468,750 |
| |
| | Term Loan, 7.080% - 8.750%, maturing February 24, 2012 | | | | | | | 2,433,257 | | |
| | | | Sterigenics International, Inc. | | B2 | | B+ | | | | | |
| 3,430,065 | | | | | Term Loan, 8.330%, maturing June 14, 2011 | | | | | | | 3,451,503 | | |
| | | | Team Health, Inc. | | B2 | | B+ | | | | | |
| 3,980,000 |
| |
| | Term Loan, 7.830% - 7.900%, maturing November 23, 2012 | | | | | | | 4,001,146 | | |
| | | | United Surgical Partners International, Inc. | | B3 | | B | | | | | |
| 1,000,000 | | | | (3 | ) | | Term Loan, maturing August 04, 2013 | | | | | | | 1,004,375 | | |
| | | | Vanguard Health Holding Company II, LLC | | B2 | | B | | | | | |
| 27,135,462 |
| |
| | Term Loan, 7.749% - 7.868%, maturing September 23, 2011 | | | | | | | 27,186,341 | | |
| | | | Ventiv Health, Inc. | | Ba3 | | BB- | | | | | |
| 743,128 | | | | | Term Loan, 6.999%, maturing October 05, 2011 | | | | | | | 738,252 | | |
See Accompanying Notes to Financial Statements
42
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Healthcare, Education and Childcare: (continued) | | | |
| | | | | | VWR International, Inc. | | B2 | | B+ | | | | | |
$ | 4,105,060 | | | | | Term Loan, 7.770%, maturing April 07, 2011 | | | | | | $ | 4,116,607 | | |
| | | | | | Warner Chilcott Corporation | | B2 | | B | | | | | |
| 286,348 | | | | | Term Loan, 7.930%, maturing January 18, 2012 | | | | | | | 287,154 | | |
| 1,431,742 |
| |
| | Term Loan, 7.610% - 7.999%, maturing January 18, 2012 | | | | | | | 1,435,759 | | |
| 8,250,948 |
| |
| | Term Loan, 7.610% - 7.968%, maturing January 18, 2012 | | | | | | | 8,275,874 | | |
| 3,324,729 |
| |
| | Term Loan, 7.610%, maturing January 18, 2012 | | | | | | | 3,334,773 | | |
| 1,535,931 |
| |
| | Term Loan, 7.610%, maturing January 18, 2012 | | | | | | | 1,540,571 | | |
| | | 239,053,498 | | |
Home & Office Furnishings: 0.9% | | | |
| | | | | | Buhrmann U.S., Inc. | | Ba3 | | BB- | | | | | |
| 9,378,600 |
| |
| | Term Loan, 7.146% - 7.218%, maturing December 23, 2010 | | | | | | | 9,396,185 | | |
| | | | | | National Bedding Company | | B1 | | BB- | | | | | |
| 4,212,462 |
| |
| | Term Loan, 7.350% - 9.250%, maturing August 31, 2011 | | | | | | | 4,235,631 | | |
| | | | | | Simmons Company | | B2 | | BB- | | | | | |
| 7,217,057 |
| |
| | Term Loan, 7.125% - 9.500%, maturing December 19, 2011 | | | | | | | 7,267,800 | | |
| | | 20,899,616 | | |
Insurance: 0.5% | | | |
| | | | | | Concord RE Limited | | Ba2 | | BB+ | | | | | |
| 875,000 | | | | (3 | ) | | Term Loan, maturing February 15, 2012 | | | | | | | 883,750 | | |
| | | | | | Conseco, Inc. | | Ba3 | | BB- | | | | | |
| 6,458,562 | | | | | Term Loan, 7.080%, maturing June 22, 2010 | | | | | | | 6,470,672 | | |
| | | | | | HMSC Corporation | | B1 | | B+ | | | | | |
| 2,493,750 |
| |
| | Term Loan, 8.190% - 8.248%, maturing November 16, 2011 | | | | | | | 2,506,219 | | |
| | | | | | Sedgewick CMS Holdings, Inc. | | B1 | | B+ | | | | | |
| 2,344,300 |
| |
| | Term Loan, 7.330% - 7.499%, maturing January 31, 2013 | | | | | | | 2,343,322 | | |
| | | 12,203,963 | | |
Leisure, Amusement, Entertainment: 4.7% | | | |
| | | | | | 24 Hour Fitness Worldwide, Inc. | | B2 | | B | | | | | |
| 4,239,375 |
| |
| | Term Loan, 7.990% - 8.120%, maturing June 08, 2012 | | | | | | | 4,273,820 | | |
| | | | | | AMF Bowling Worldwide, Inc. | | B2 | | B | | | | | |
| 862,366 |
| |
| | Term Loan, 8.258% - 8.619%, maturing August 27, 2009 | | | | | | | 869,643 | | |
| | | | | | Cedar Fair, LP | | Ba3 | | BB- | | | | | |
| 9,000,000 | | | | (3 | ) | | Term Loan, maturing July 10, 2012 | | | | | | | 9,055,314 | | |
| | | | | | Easton-Bell Sports, Inc. | | B1 | | B+ | | | | | |
| 1,496,250 |
| |
| | Term Loan, 6.810% - 7.080%, maturing March 16, 2012 | | | | | | | 1,498,432 | | |
See Accompanying Notes to Financial Statements
43
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Leisure, Amusement, Entertainment: (continued) | |
| | | | Hallmark Entertainment, LLC | | B1 | | B | | | | | |
$ | 4,250,000 | | | | | Term Loan, 8.000%, maturing | | | | | | |
| | |
| | | | December 31, 2011 | | | | | | $ | 4,271,250 | | |
| | | | HIT Entertainment, Ltd. | | B1 | | B | | | | | |
| 5,867,450 |
| |
| | Term Loan, 7.700%, maturing March 20, 2012 | | | | | | | 5,901,675 | | |
| | | | Lodgenet Entertainment Corporation | | Ba3 | | B+ | | | | | |
| 2,590,587 |
| |
| | Term Loan, 7.749%, maturing August 29, 2008 | | | | | | | 2,597,874 | | |
| | | | London Arena & Waterfront Finance, LLC | | Ba3 | | B | | | | | |
| 1,197,000 |
| |
| | Term Loan, 8.783%, maturing March 08, 2012 | | | | | | | 1,207,474 | | |
| | | | Metro-Goldwyn-Mayer Studios, Inc. | | Ba3 | | B+ | | | | | |
| 17,309,810 | | | | | Term Loan, 7.749%, maturing April 08, 2011 | | | | | | | 17,250,766 | | |
| 976,190 | | | | | Term Loan, maturing April 08, 2011 | | | | | | | 972,861 | | |
| 33,416,250 | | | | | Term Loan, 8.749%, maturing April 08, 2012 | | | | | | | 33,335,917 | | |
| | | | Panavision, Inc. | | B1 | | B | | | | | |
| 997,500 |
| |
| | Term Loan, 8.330% - 8.485%, maturing March 30, 2011 | | | | | | | 1,007,787 | | |
| | | | Pure Fishing, Inc. | | B1 | | B+ | | | | | |
| 2,590,852 |
| |
| | Term Loan, 8.500% - 8.610%, maturing September 30, 2010 | | | | | | | 2,577,898 | | |
| | | | Six Flags Theme Parks, Inc. | | B1 | | B- | | | | | |
| 2,697,598 |
| |
| | Term Loan, 8.450% - 8.480%, maturing June 30, 2009 | | | | | | | 2,741,674 | | |
| | | | Universal City Development Partners, L.P. | | Ba3 | | BB- | | | | | |
| 4,900,000 |
| |
| | Term Loan, 7.330% - 7.510%, maturing June 09, 2011 | | | | | | | 4,910,721 | | |
| | | | WMG Acquisition Corporation | | Ba2 | | B+ | | | | | |
| 16,210,049 |
| |
| | Term Loan, 7.205% - 7.511%, maturing February 28, 2011 | | | | | | | 16,281,989 | | |
| | | 108,755,095 | | |
Lodging: 1.1% | |
| | | | Hotel Del Partners, L.P. | | NR | | NR | | | | | |
| 24,600,000 |
| |
| | Term Loan, 6.949%, maturing January 09, 2008 | | | | | | | 24,600,000 | | |
| | | 24,600,000 | | |
Machinery: 1.2% | |
| | | | Alliance Laundry Holdings, LLC | | B1 | | B | | | | | |
| 5,337,500 |
| |
| | Term Loan, 7.620%, maturing January 27, 2012 | | | | | | | 5,365,858 | | |
| | | | Enersys, Inc. | | Ba3 | | BB | | | | | |
| 3,259,737 |
| |
| | Term Loan, 7.030% - 7.594%, maturing March 17, 2011 | | | | | | | 3,271,961 | | |
| | | | Maxim Crane Works, L.P. | | B1 | | BB- | | | | | |
| 3,483,847 |
| |
| | Term Loan, 7.325% - 9.250%, maturing January 25, 2010 | | | | | | | 3,494,734 | | |
| | | | NACCO Materials Handling Group, Inc. | | B2 | | BB- | | | | | |
| 1,000,000 |
| |
| | Term Loan, 7.280% - 7.406%, maturing March 21, 2013 | | | | | | | 997,500 | | |
See Accompanying Notes to Financial Statements
44
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Machinery: (continued) | |
| | | | Rexnord Corporation | | B1 | | B+ | | | | | |
$ | 2,375,000 | | | | | Term Loan, 8.000% - 8.063%, maturing | | | | | | |
| | |
| | | | June 30, 2013 | | | | | | $ | 2,389,844 | | |
| | | | United Rentals (North America), Inc. | | B2 | | BB- | | | | | |
| 657,178 |
| |
| | Term Loan, 7.584%, maturing February 14, 2011 | | | | | | | 659,173 | | |
| 10,681,632 |
| |
| | Term Loan, 7.330%, maturing February 14, 2011 | | | | | | | 10,714,061 | | |
| | | 26,893,131 | | |
Mining, Steel, Iron & Nonprecious Metals: 0.7% | |
| | | | Alpha Natural Resources, LLC | | B1 | | BB- | | | | | |
| 663,333 |
| |
| | Term Loan, 7.249%, maturing October 26, 2012 | | | | | | | 663,644 | | |
| | | | Carmeuse Lime, Inc. | | NR | | NR | | | | | |
| 2,788,650 |
| |
| | Term Loan, 7.250%, maturing May 02, 2011 | | | | | | | 2,795,622 | | |
| | | | Longyear Holdings, Inc. | | B2 | | B+ | | | | | |
| 212,954 | | | | | Term Loan, 8.500%, maturing July 28, 2012 | | | | | | | 214,019 | | |
| 1,474,296 | | | | | Term Loan, 8.500%, maturing July 28, 2012 | | | | | | | 1,481,668 | | |
| | | | Novelis, Inc. | | Ba2 | | BB- | | | | | |
| 3,364,082 |
| |
| | Term Loan, 7.718%, maturing January 07, 2012 | | | | | | | 3,380,892 | | |
| 5,842,880 |
| |
| | Term Loan, 7.718%, maturing January 07, 2012 | | | | | | | 5,872,077 | | |
| | | | Oglebay Norton Company | | B1 | | B+ | | | | | |
| 1,600,000 | | | | | Term Loan, 7.900%, maturing July 31, 2011 | | | | | | | 1,613,000 | | |
| | | 16,020,922 | | |
North American Cable: 13.3% | |
| | | | Atlantic Broadband Finance, LLC | | B1 | | B | | | | | |
| 3,990,000 |
| |
| | Term Loan, 7.990%, maturing August 04, 2012 | | | | | | | 4,029,900 | | |
| | | | Bragg Communications, Inc. | | B1 | | NR | | | | | |
| 6,394,810 |
| |
| | Term Loan, 7.330%, maturing August 31, 2011 | | | | | | | 6,410,797 | | |
| | | | Bresnan Communications, LLC | | B1 | | B+ | | | | | |
| 7,333,333 |
| |
| | Term Loan, 7.030% - 7.260%, maturing September 29, 2013 | | | | | | | 7,334,477 | | |
| | | | Bresnan Communications, LLC | | B3 | | B- | | | | | |
| 1,500,000 |
| |
| | Term Loan, 9.780% - 10.010%, maturing March 29, 2014 | | | | | | | 1,537,500 | | |
| | | (1 | ) | | Century Cable Holdings, LLC | | Caa1 | | NR | | | | | |
| 820,000 | | | | | Revolver, 9.250%, maturing March 31, 2009 | | | | | | | 787,493 | | |
| 13,000,000 |
| |
| | Term Loan, 10.250%, maturing June 30, 2009 | | | | | | | 12,658,750 | | |
| 12,250,000 |
| |
| | Term Loan, 10.250%, maturing December 31, 2009 | | | | | | | 11,874,844 | | |
| | | | Cequel Communications, LLC | | B1 | | B+ | | | | | |
| 31,850,000 |
| |
| | Term Loan, 7.739%, maturing November 05, 2013 | | | | | | | 31,665,143 | | |
See Accompanying Notes to Financial Statements
45
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
North American Cable: (continued) | | | |
| | | | | | Cequel Communications, LLC | | Caa1 | | B- | | | | | |
$ | 975,000 | | | | | Term Loan, 9.989%, maturing May 05, 2014 | | | | | | $ | 945,750 | | |
| | | | | | Cequel Communications II, LLC | | NR | | NR | | | | | |
| 7,150,000 |
| |
| | Term Loan, 10.489%, maturing October 30, 2007 | |
| |
| | | 7,176,813 | | |
| | | | | | Charter Communications Operating, LLC | | B2 | | B | | | | | |
| 62,000,000 | | | | | Term Loan, 8.125%, maturing April 28, 2013 | | | | | | | 62,228,547 | | |
| | | | | | CSC Holdings, Inc. | | Ba3 | | BB | | | | | |
| 34,513,500 |
| |
| | Term Loan, 6.988% - 7.258%, maturing March 29, 2013 | |
| |
| | | 34,362,503 | | |
| 1,000,000 |
| |
| | Term Loan, 6.610% - 7.008%, maturing February 24, 2012 | | | | | | | 993,073 | | |
| | | | | (1 | ) | | Hilton Head Communications, L.P. | | Caa1 | | NR | | | | | |
| 3,000,000 |
| |
| | Revolver, 8.250%, maturing September 30, 2007 | | | | | | | 2,874,375 | | |
| 14,000,000 |
| |
| | Term Loan, 9.500%, maturing March 31, 2008 | | | | | | | 13,495,412 | | |
| | | | | | Insight Midwest Holdings, LLC | | Ba3 | | BB | | | | | |
| 20,027,296 |
| |
| | Term Loan, 7.375%, maturing December 31, 2009 | | | | | | | 20,153,508 | | |
| | | | | | Knology, Inc. | | B3 | | NR | | | | | |
| 2,343,725 |
| |
| | Term Loan, 7.985% - 7.990%, maturing June 29, 2010 | | | | | | | 2,356,909 | | |
| | | | | | Mediacom Communications Corporation | | Ba3 | | BB- | | | | | |
| 4,291,875 |
| |
| | Term Loan, 6.620%, maturing September 30, 2012 | | | | | | | 4,218,111 | | |
| 15,642,000 |
| |
| | Term Loan, 7.002% - 7.370%, maturing January 31, 2015 | | | | | | | 15,589,459 | | |
| | | | | | Mediacom Illinois, LLC | | Ba3 | | BB- | | | | | |
| 8,558,333 |
| |
| | Term Loan, 7.002% - 7.370%, maturing January 31, 2015 | | | | | | | 8,533,882 | | |
| | | | | | Nextmedia Operating, Inc. | | B1 | | B | | | | | |
| 4,840,604 |
| |
| | Term Loan, 7.330%, maturing November 15, 2012 | | | | | | | 4,825,477 | | |
| 2,151,380 |
| |
| | Term Loan, 7.406%, maturing November 15, 2012 | | | | | | | 2,144,657 | | |
| | | | | (1 | ) | | Olympus Cable Holdings, LLC | | B2 | | NR | | | | | |
| 23,568,240 |
| |
| | Term Loan, 9.500%, maturing June 30, 2010 | | | | | | | 22,747,028 | | |
| 6,500,000 |
| |
| | Term Loan, 10.250%, maturing September 30, 2010 | | | | | | | 6,303,986 | | |
| | | | | | Patriot Media and Communications, LLC | | B1 | | B+ | | | | | |
| 3,631,746 |
| |
| | Term Loan, 7.576% - 7.650%, maturing March 31, 2013 | | | | | | | 3,657,281 | | |
| | | | | | Patriot Media and Communications, LLC | | B3 | | B- | | | | | |
| 1,000,000 |
| |
| | Term Loan, 10.500%, maturing October 04, 2013 | | | | | | | 1,022,500 | | |
| | | | | | Persona Communication, Inc. | | B2 | | B | | | | | |
| 3,430,000 |
| |
| | Term Loan, 8.499%, maturing August 01, 2011 | | | | | | | 3,434,288 | | |
| 1,166,106 |
| |
| | Term Loan, 8.499%, maturing November 14, 2012 | | | | | | | 1,167,563 | | |
See Accompanying Notes to Financial Statements
46
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
North American Cable: (continued) | |
| | | | Quebecor Media, Inc. | | B2 | | B | | | | | |
$ | 3,980,000 | | | | | Term Loan, 7.507%, maturing | | | | | | |
| | |
| | | | January 17, 2013 | | | | | | $ | 4,010,471 | | |
| | | | San Juan Cable, LLC | | B1 | | B+ | | | | | |
| 3,982,494 |
| |
| | Term Loan, 7.270%, maturing October 31, 2012 | | | | | | | 3,992,450 | | |
| | | | Wideopenwest Finance, LLC | | B2 | | B | | | | | |
| 2,500,000 |
| |
| | Term Loan, 7.481% - 7.758%, maturing May 01, 2014 | | | | | | | 2,503,348 | | |
| | | | Wideopenwest Finance, LLC | | B3 | | CCC+ | | | | | |
| 625,000 | | | | | Term Loan, 10.231%, maturing May 01, 2014 | | | | | | | 631,016 | | |
| | | 305,667,311 | | |
Oil & Gas: 6.2% | |
| | | | Alon USA, Inc. | | B2 | | BB- | | | | | |
| 1,777,778 | | | | | Term Loan, 7.906%, maturing June 22, 2013 | | | | | | | 1,798,889 | | |
| | | | CDX Funding, LLC | | NR | | NR | | | | | |
| 3,000,000 |
| |
| | Term Loan, 10.749%, maturing March 31, 2013 | | | | | | | 3,054,999 | | |
| | | | Cheniere LNG Holdings, LLC | | NR | | BB | | | | | |
| 7,940,000 |
| |
| | Term Loan, 8.249%, maturing August 30, 2012 | | | | | | | 8,011,960 | | |
| | | | Coffeyville Resources, LLC | | B1 | | BB- | | | | | |
| 1,000,000 | | | | | Term Loan, 4.900%, maturing June 24, 2012 | | | | | | | 1,008,375 | | |
| 1,485,056 |
| |
| | Term Loan, 7.625% - 9.500%, maturing July 08, 2012 | | | | | | | 1,497,493 | | |
| | | | Complete Production Services, Inc. | | B2 | | B | | | | | |
| 3,970,000 |
| |
| | Term Loan, 7.660%, maturing September 12, 2012 | | | | | | | 3,987,988 | | |
| | | | El Paso Corporation | | B1 | | B+ | | | | | |
| 6,250,000 | | | | (3 | ) | | Term Loan, maturing July 31, 2011 | | | | | | | 6,290,738 | | |
| | | | EPCO Holdings, Inc. | | Ba3 | | B+ | | | | | |
| 19,082,500 |
| |
| | Term Loan, 7.221% - 7.490%, maturing August 18, 2010 | | | | | | | 19,215,181 | | |
| | | | Helix Energy Solutions Group, Inc. | | B2 | | BB | | | | | |
| 7,800,000 |
| |
| | Term Loan, 7.390% - 7.640%, maturing July 01, 2013 | | | | | | | 7,809,048 | | |
| | | | J. Ray Mcdermott, S.A. | | B1 | | B+ | | | | | |
| 3,000,000 | | | | | Term Loan, 7.770%, maturing June 06, 2012 | | | | | | | 3,007,500 | | |
| | | | Key Energy Services, Inc. | | NR | | NR | | | | | |
| 4,477,500 |
| |
| | Term Loan, 8.900% - 9.230%, maturing June 30, 2012 | | | | | | | 4,502,686 | | |
| | | | LB Pacific, L.P. | | B1 | | B- | | | | | |
| 3,950,000 |
| |
| | Term Loan, 7.729% - 8.249%, maturing February 15, 2012 | | | | | | | 3,969,750 | | |
| | | | Magellan Midstream Holdings, L.P. | | Ba3 | | BB- | | | | | |
| 2,097,148 | | | | | Term Loan, 7.424%, maturing June 30, 2012 | | | | | | | 2,115,498 | | |
| | | | MEG Energy Corporation | | Ba3 | | BB | | | | | |
| 4,189,500 | | | | | Term Loan, 7.500%, maturing April 03, 2013 | | | | | | | 4,198,851 | | |
See Accompanying Notes to Financial Statements
47
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Oil & Gas: (continued) | | | |
| | | | | | Niska Gas Storage, LLC | | Ba3 | | BB- | | | | | |
$ | 969,697 | | | | | Term Loan, maturing May 13, 2011 | | | | | | $ | 969,697 | | |
| 5,320,606 | | | | | Term Loan, maturing May 12, 2013 | | | | | | | 5,320,606 | | |
| 1,015,636 | | | | | Term Loan, maturing May 12, 2013 | | | | | | | 1,015,636 | | |
| | | | | | OPTI Canada, Inc. | | Ba3 | | BB+ | | | | | |
| 4,500,000 |
| |
| | Term Loan, 7.078% - 7.260%, maturing May 17, 2013 | | | | | | | 4,501,687 | | |
| | | | | | Pine Prairie Energy Center, LLC | | B1 | | B+ | | | | | |
| 795,455 |
| |
| | Term Loan, 7.800%, maturing December 31, 2013 | | | | | | | 799,432 | | |
| | | | | | Regency Gas Services, LLC | | B1 | | B+ | | | | | |
| 2,000,000 |
| |
| | Term Loan, 9.500%, maturing August 10, 2013 | | | | | | | 2,019,166 | | |
| | | | | | Semcrude, L.P. | | Ba3 | | NR | | | | | |
| 5,210,962 |
| |
| | Term Loan, 7.749%, maturing March 16, 2011 | | | | | | | 5,233,760 | | |
| 3,651,133 |
| |
| | Term Loan, 7.579% - 7.690%, maturing March 16, 2011 | | | | | | | 3,667,107 | | |
| | | | | | Targa Resources, Inc. | | Ba3 | | B+ | | | | | |
| 10,000,000 |
| |
| | Term Loan, 7.580%, maturing October 31, 2007 | | | | | | | 10,014,580 | | |
| 5,275,758 |
| |
| | Term Loan, 7.749%, maturing October 31, 2012 | | | | | | | 5,301,646 | | |
| 16,334,694 |
| |
| | Term Loan, 7.580% - 7.750%, maturing October 31, 2012 | | | | | | | 16,414,848 | | |
| | | | | | Venoco, Inc. | | Caa1 | | B- | | | | | |
| 5,000,000 |
| |
| | Term Loan, 9.750% - 10.000%, maturing March 30, 2009 | | | | | | | 5,031,250 | | |
| | | | | | Vulcan Energy Corporation | | Ba2 | | BB | | | | | |
| 6,169,383 |
| |
| | Term Loan, 6.899%, maturing August 12, 2011 | | | | | | | 6,177,094 | | |
| | | | | | W&T Offshore, Inc. | | B2 | | B+ | | | | | |
| 5,100,000 | | | | | Term Loan, 7.650%, maturing May 26, 2010 | | | | | | | 5,124,439 | | |
| | | 142,059,904 | | |
Other Broadcasting and Entertainment: 1.3% | | | |
| | | | | | Deluxe, Inc. | | B1 | | B | | | | | |
| 2,883,107 |
| |
| | Term Loan, 9.249%, maturing January 28, 2011 | | | | | | | 2,910,736 | | |
| | | | | | DirecTV Holdings, LLC | | Ba1 | | BB | | | | | |
| 9,974,811 | | | | | Term Loan, 6.824%, maturing April 13, 2013 | | | | | | | 9,987,280 | | |
| | | | | | Echostar DBS Corporation | | Ba3 | | BB- | | | | | |
| 5,000,000 |
| |
| | Floating Rate Term Loan, 8.758%, maturing October 01, 2008 | | | | | | | 5,062,500 | | |
| | | | | | Liberty Media Corporation | | Ba2 | | BB+ | | | | | |
| 3,500,000 |
| |
| | Floating Rate Term Loan, 6.829%, maturing September 17, 2006 | | | | | | | 3,501,190 | | |
| | | | | | Nielson Finance, LLC./VNU, Inc. | | B1 | | B+ | | | | | |
| 9,000,000 |
| |
| | Term Loan, 8.190%, maturing August 9, 2013 | | | | | | | 8,972,226 | | |
| | | 30,433,932 | | |
See Accompanying Notes to Financial Statements
48
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Other Telecommunications: 2.5% | |
| | | | Asurion Corporation | | B1 | | B | | | | | |
$ | 8,250,000 | | | | | Term Loan, 8.330%, maturing | | | | | | |
| | |
| | | | August 15, 2012 | | | | | | $ | 8,270,625 | | |
| | | | Asurion Corporation | | B3 | | CCC+ | | | | | |
| 500,000 |
| |
| | Term Loan, 11.580%, maturing February 15, 2013 | | | | | | | 506,250 | | |
| | | | BCM Ireland Holdings, Ltd. | | Ba3 | | BB- | | | | | |
EUR | 2,083,333 | | | | (3 | ) | | Term Loan, maturing September 30, 2015 | | | | | | | 2,664,246 | | |
EUR | 2,083,333 | | | | (3 | ) | | Term Loan, maturing September 30, 2015 | | | | | | | 2,678,194 | | |
| | | | Cavalier Telecom Corporation | | B2 | | B | | | | | |
| 2,493,750 |
| |
| | Term Loan, 9.990%, maturing March 24, 2012 | | | | | | | 2,529,598 | | |
| | | | Choice One Communications, Inc. | | Ba3 | | B | | | | | |
| 3,000,000 | | | | | Term Loan, 9.500%, maturing June 30, 2012 | | | | | | | 3,024,375 | | |
| | | | Cincinnati Bell, Inc. | | Ba3 | | B+ | | | | | |
| 3,473,750 |
| |
| | Term Loan, 6.828% - 7.028%, maturing August 31, 2012 | | | | | | | 3,465,066 | | |
| | | | Consolidated Communications, Inc. | | B1 | | BB- | | | | | |
| 2,440,381 |
| |
| | Term Loan, 7.410% - 7.450%, maturing October 14, 2011 | | | | | | | 2,441,906 | | |
| | | | D&E Communications, Inc. | | Ba3 | | BB- | | | | | |
| 1,949,525 |
| |
| | Term Loan, 7.270% - 9.250%, maturing December 31, 2011 | | | | | | | 1,959,273 | | |
| | | | Fairpoint Communications, Inc. | | B1 | | BB- | | | | | |
| 2,500,000 |
| |
| | Term Loan, 7.250%, maturing February 08, 2012 | | | | | | | 2,485,158 | | |
| | | | Iowa Telecommunications Services, Inc. | | Ba3 | | BB- | | | | | |
| 5,750,000 |
| |
| | Term Loan, 7.150% - 7.250%, maturing November 23, 2011 | | | | | | | 5,763,179 | | |
| | | | Paetec Communications, Inc. | | B1 | | B | | | | | |
| 875,000 | | | | | Term Loan, 8.875%, maturing June 12, 2012 | | | | | | | 881,198 | | |
| | | | Qwest Capital Funding, Inc. | | B2 | | B | | | | | |
| 11,000,000 |
| |
| | Floating Rate Term Loan, 8.905%, maturing February 15, 2009 | | | | | | | 11,165,000 | | |
| | | | Time Warner Telecom Holdings, Inc. | | B1 | | B | | | | | |
| 1,990,000 |
| |
| | Term Loan, 7.820% - 8.000%, maturing November 30, 2010 | | | | | | | 2,010,314 | | |
| | | | Time Warner Telecom Holdings, Inc. | | B2 | | CCC+ | | | | | |
| 4,000,000 |
| |
| | Floating Rate Term Loan, 9.405%, maturing February 15, 2011 | | | | | | | 4,080,000 | | |
| | | | U.S. Telepacific Corporation | | B2 | | B- | | | | | |
| 1,000,000 |
| |
| | Term Loan, 9.920%, maturing August 04, 2011 | | | | | | | 1,010,000 | | |
| | | | Windstream Corporation | | Ba2 | | BBB- | | | | | |
| 2,875,000 | | | | | Term Loan, 7.260%, maturing July 17, 2013 | | | | | | | 2,893,483 | | |
| | | 57,827,865 | | |
Personal & Nondurable Consumer Products: 2.9% | |
| | | | Advantage Sales & Marketing, Inc. | | B2 | | B | | | | | |
| 3,890,250 |
| |
| | Term Loan, 7.330% - 7.460%, maturing March 29, 2013 | | | | | | | 3,869,177 | | |
See Accompanying Notes to Financial Statements
49
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Personal & Nondurable Consumer Products: (continued) | |
| | | | Amscan Holdings, Inc. | | B1 | | B+ | | | | | |
$ | 1,995,000 | | | | | Term Loan, 8.300% - 10.250%, maturing | | | | | | |
| | |
| | | | December 23, 2012 | | | | | | $ | 2,005,807 | | |
| | | | Bushnell Performance Optics, Inc. | | B1 | | B+ | | | | | |
| 1,737,195 |
| |
| | Term Loan, 8.450%, maturing August 19, 2011 | |
| |
| | | 1,749,500 | | |
| | | | Central Garden & Pet Company | | Ba2 | | BB | | | | | |
| 2,193,250 |
| |
| | Term Loan, 6.830% - 6.910%, maturing September 30, 2012 | | | | | | | 2,194,621 | | |
| | | | Fender Musical Instruments Corporation | | B2 | | B+ | | | | | |
| 1,973,054 |
| |
| | Term Loan, 7.870%, maturing March 30, 2012 | | | | | | | 1,985,386 | | |
| | | | Fender Musical Instruments Corporation | | Caa1 | | B- | | | | | |
| 2,500,000 |
| |
| | Term Loan, 11.120%, maturing September 30, 2012 | | | | | | | 2,537,500 | | |
| | | | Hunter Fan Company | | B1 | | B | | | | | |
| 2,600,000 |
| |
| | Term Loan, 7.760%, maturing March 24, 2012 | | | | | | | 2,596,750 | | |
| | | | Jarden Corporation | | B1 | | B+ | | | | | |
| 15,291,531 |
| |
| | Term Loan, 7.499%, maturing January 24, 2012 | | | | | | | 15,269,236 | | |
| 2,021,657 |
| |
| | Term Loan, 7.249%, maturing January 24, 2012 | | | | | | | 2,018,710 | | |
| | | | Mega Bloks, Inc. | | Ba3 | | BB- | | | | | |
| 990,000 |
| |
| | Term Loan, 7.125% - 7.250%, maturing July 27, 2010 | | | | | | | 990,000 | | |
| | | | Natural Products Group | | B1 | | B | | | | | |
| 1,500,000 |
| |
| | Term Loan, 8.330% - 8.400%, maturing June 19, 2013 | | | | | | | 1,505,625 | | |
| | | | Norwood Promotional Products Holdings, Inc. | | NR | | NR | | | | | |
| 2,312,500 |
| |
| | Revolver, 8.375% - 9.500%, maturing December 31, 2008 | | | | | | | 2,324,063 | | |
| 600,000 |
| |
| | Term Loan, 9.563%, maturing February 15, 2008 | | | | | | | 576,000 | | |
| 7,099,460 | | | | (2 | ) | | Term Loan, maturing August 17, 2011 | | | | | | | 2,697,795 | | |
| | | | Norwood Promotional Products, Inc. | | NR | | NR | | | | | |
| 605,943 |
| |
| | Term Loan, 11.563%, maturing August 17, 2009 | | | | | | | 618,062 | | |
| | | | Oreck Corporation | | B1 | | B+ | | | | | |
| 892,303 |
| |
| | Term Loan, 8.250%, maturing January 27, 2012 | | | | | | | 893,976 | | |
| | | | Reddy Ice Group, Inc. | | B1 | | B+ | | | | | |
| 3,000,000 |
| |
| | Term Loan, 7.250%, maturing August 09, 2012 | | | | | | | 3,001,875 | | |
| | | | Spectrum Brands, Inc. | | B2 | | B- | | | | | |
| 9,173,139 |
| |
| | Term Loan, 8.080% - 8.510%, maturing February 06, 2012 | | | | | | | 9,190,338 | | |
| | | | Tupperware Corporation | | Ba2 | | BB | | | | | |
| 11,527,878 |
| |
| | Term Loan, 6.810%, maturing December 05, 2012 | | | | | | | 11,471,437 | | |
| | | 67,495,858 | | |
See Accompanying Notes to Financial Statements
50
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Personal, Food & Miscellaneous: 2.9% | | | |
| | | | | | Acosta, Inc. | | B1 | | B- | | | | | |
$ | 4,500,000 | | | | | Term Loan, 8.160%, maturing July 28, 2013 | | | | | | $ | 4,547,813 | | |
| | | | | | AFC Enterprises, Inc. | | B1 | | B+ | | | | | |
| 1,152,508 | | | | | Term Loan, 7.750%, maturing May 11, 2011 | | | | | | | 1,156,110 | | |
| | | | | | Alderwoods Group, Inc. | | Ba3 | | BB | | | | | |
| 1,494,158 |
| |
| | Term Loan, 7.320% - 7.324%, maturing September 29, 2009 | | | | | | | 1,496,649 | | |
| | | | | | Allied Security Holdings, LLC | | Ba3 | | B | | | | | |
| 500,000 | | | | | Term Loan, 8.450%, maturing June 30, 2010 | | | | | | | 504,375 | | |
| | | | | | Arby's Restaurant Group, Inc. | | B1 | | B+ | | | | | |
| 7,339,355 |
| |
| | Term Loan, 7.735% - 7.749%, maturing July 25, 2012 | | | | | | | 7,350,826 | | |
| | | | | | Bare Escentuals Beauty, Inc. | | B1 | | B- | | | | | |
| 3,330,628 |
| |
| | Term Loan, 8.190% - 10.000%, maturing February 18, 2012 | | | | | | | 3,341,036 | | |
| | | | | | Bare Escentuals Beauty, Inc. | | B3 | | CCC | | | | | |
| 2,000,000 |
| |
| | Term Loan, 12.330%, maturing February 18, 2013 | | | | | | | 2,015,000 | | |
| | | | | | Brickman Group Holdings, Inc. | | Ba3 | | BB- | | | | | |
| 1,418,182 |
| |
| | Term Loan, 6.527% - 6.690%, maturing December 19, 2008 | | | | | | | 1,414,636 | | |
| | | | | | Burger King Corporation | | Ba2 | | B+ | | | | | |
| 4,203,051 | | | | | Term Loan, 7.000%, maturing June 30, 2012 | | | | | | | 4,198,781 | | |
| | | | | | Burt's Bees, Inc. | | B2 | | B | | | | | |
| 3,170,375 |
| |
| | Term Loan, 7.919% - 8.368%, maturing March 24, 2011 | | | | | | | 3,170,375 | | |
| | | | | | Carrols Corporation | | B1 | | B+ | | | | | |
| 3,908,994 |
| |
| | Term Loan, 8.000%, maturing December 31, 2010 | | | | | | | 3,930,982 | | |
| | | | | | CBRL Group, Inc. | | Ba2 | | BB | | | | | |
| 3,092,824 |
| |
| | Term Loan, 6.930% - 6.970%, maturing April 27, 2013 | | | | | | | 3,078,907 | | |
| | | | | | Coinmach Corporation | | B2 | | B | | | | | |
| 7,984,364 |
| |
| | Term Loan, 7.875% - 7.938%, maturing December 19, 2012 | | | | | | | 8,046,745 | | |
| | | | | | Coinstar, Inc. | | Ba3 | | BB- | | | | | |
| 2,442,287 | | | | | Term Loan, 7.510%, maturing July 07, 2011 | | | | | | | 2,459,078 | | |
| | | | | | Culligan International Company | | B1 | | B+ | | | | | |
| 2,009,884 |
| |
| | Term Loan, 7.330%, maturing September 30, 2011 | | | | | | | 2,013,025 | | |
| | | | | | Dave and Busters, Inc. | | B1 | | B- | | | | | |
| 250,000 |
| |
| | Term Loan, 7.938%, maturing March 08, 2013 | | | | | | | 250,313 | | |
| 249,375 |
| |
| | Term Loan, 8.000%, maturing March 08, 2013 | | | | | | | 249,687 | | |
| | | | | | Denny's Corporation | | B2 | | B | | | | | |
| 1,833,982 |
| |
| | Term Loan, 8.329% - 8.750%, maturing September 30, 2009 | | | | | | | 1,845,063 | | |
| | | | | | Jack in the Box, Inc. | | Ba2 | | BB | | | | | |
| 4,619,849 |
| |
| | Term Loan, 6.610% - 7.010%, maturing January 08, 2011 | | | | | | | 4,642,949 | | |
See Accompanying Notes to Financial Statements
51
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Personal, Food & Miscellaneous: (continued) | | | |
| | | | | | N.E.W. Customer Services Companies, Inc. | | B1 | | B+ | | | | | |
$ | 2,000,000 | | | | (3 | ) | | Term Loan, maturing August 18, 2013 | | | | | | $ | 2,015,000 | | |
| | | | | | NPC International, Inc. | | B1 | | B+ | | | | | |
| 1,375,000 |
| |
| | Term Loan, 6.970% - 7.220%, maturing May 03, 2013 | | | | | | | 1,368,984 | | |
| | | | | | Quiznos, LLC | | B2 | | B | | | | | |
| 3,766,667 | | | | | Term Loan, 7.750%, maturing May 05, 2013 | | | | | | | 3,762,350 | | |
| | | | | | Restaurant Company | | B2 | | B- | | | | | |
| 1,375,000 |
| |
| | Term Loan, 8.010% - 8.160%, maturing May 03, 2013 | | | | | | | 1,380,156 | | |
| | | | | | Sagittarius Brands, Inc. | | B1 | | B | | | | | |
| 1,496,250 |
| |
| | Term Loan, 7.750%, maturing March 29, 2013 | | | | | | | 1,498,589 | | |
| | | | | | U.S Security Holdings, Inc. | | B1 | | B | | | | | |
| 623,438 |
| |
| | Term Loan, 7.770% - 7.860%, maturing April 30, 2011 | | | | | | | 625,775 | | |
| | | 66,363,204 | | |
Printing & Publishing: 5.5% | | | |
| | | | | | Adams Outdoor Advertising, L.P. | | B1 | | B+ | | | | | |
| 6,742,926 |
| |
| | Term Loan, 7.150% - 8.750%, maturing October 18, 2012 | | | | | | | 6,761,894 | | |
| | | | | | American Achievement Corporation | | Ba3 | | B+ | | | | | |
| 1,370,813 |
| |
| | Term Loan, 7.896% - 9.500%, maturing March 25, 2011 | | | | | | | 1,381,094 | | |
| | | | | | American Media Operations, Inc. | | B1 | | B | | | | | |
| 11,000,000 |
| |
| | Term Loan, 8.120%, maturing January 31, 2013 | | | | | | | 11,081,125 | | |
| | | | | | American Reprographics Company | | Ba3 | | BB | | | | | |
| 4,138,882 |
| |
| | Term Loan, 7.150% - 9.000%, maturing June 18, 2009 | | | | | | | 4,145,351 | | |
| | | | | | Ascend Media Holdings, LLC | | B3 | | B | | | | | |
| 1,706,250 |
| |
| | Term Loan, 8.620% - 9.000%, maturing January 31, 2012 | | | | | | | 1,661,461 | | |
| | | | | | Black Press | | Ba3 | | B+ | | | | | |
| 1,244,444 |
| |
| | Term Loan, 7.500%, maturing August 02, 2013 | | | | | | | 1,252,222 | | |
| 755,556 |
| |
| | Term Loan, 7.467% - 7.500%, maturing August 02, 2013 | | | | | | | 760,278 | | |
| | | | | | Caribe Information Investment, Inc. | | B1 | | B | | | | | |
| 2,992,500 |
| |
| | Term Loan, 7.460% - 7.660%, maturing March 31, 2013 | | | | | | | 2,996,241 | | |
| | | | | | Cenveo Corporation | | Ba3 | | BB- | | | | | |
| 1,500,000 | | | | | Term Loan, 7.440%, maturing June 21, 2013 | | | | | | | 1,502,813 | | |
| | | | | | Dex Media East, LLC | | Ba2 | | BB | | | | | |
| 4,955,571 |
| |
| | Term Loan, 6.800% - 7.000%, maturing May 08, 2009 | | | | | | | 4,945,938 | | |
See Accompanying Notes to Financial Statements
52
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Printing & Publishing: (continued) | |
| | | | Dex Media West, LLC | | Ba2 | | BB | | | | | |
$ | 580,351 | | | | | Term Loan, 6.580% - 6.750%, maturing | | | | | | |
| | |
| | | | September 09, 2009 | | | | | | $ | 576,452 | | |
| 5,849,835 |
| |
| | Term Loan, 6.910% - 7.000%, maturing March 09, 2010 | |
| |
| | | 5,832,286 | | |
| 7,883,925 |
| |
| | Term Loan, 6.800% - 7.000%, maturing March 09, 2010 | |
| |
| | | 7,860,274 | | |
| | | | FM Mergerco, Inc. | | B1 | | B | | | | | |
| 2,333,333 |
| |
| | Term Loan, 7.580% - 7.750%, maturing June 12, 2012 | | | | | | | 2,346,458 | | |
| | | | FSC Acquisition, LLC | | B2 | | B | | | | | |
| 291,214 |
| |
| | Term Loan, 7.670%, maturing August 01, 2012 | | | | | | | 291,032 | | |
| 2,438,121 |
| |
| | Term Loan, 7.620% - 7.739%, maturing August 01, 2012 | | | | | | | 2,436,597 | | |
| | | | Gatehouse Media Operating, Inc. | | B1 | | BB- | | | | | |
| 2,250,000 |
| |
| | Term Loan, 7.660%, maturing December 06, 2013 | | | | | | | 2,254,219 | | |
| | | | IWCO Direct, Inc. | | B1 | | B | | | | | |
| 1,481,253 |
| |
| | Term Loan, 8.749%, maturing January 31, 2011 | | | | | | | 1,484,956 | | |
| | | | MC Communications, LLC | | B2 | | B | | | | | |
| 4,148,411 |
| |
| | Term Loan, 7.970%, maturing December 31, 2010 | | | | | | | 4,171,746 | | |
| | | | Medianews Group, Inc. | | Ba3 | | BB- | | | | | |
| 1,000,000 |
| |
| | Term Loan, 7.156%, maturing June 27, 2013 | | | | | | | 1,002,500 | | |
| | | | Merrill Communications, LLC | | B1 | | B+ | | | | | |
| 5,896,774 |
| |
| | Term Loan, 7.580% - 7.749%, maturing May 15, 2011 | | | | | | | 5,928,104 | | |
| | | | Newspaper Holdings, Inc. | | NR | | NR | | | | | |
| 1,666,667 |
| |
| | Term Loan, 6.938%, maturing August 24, 2012 | | | | | | | 1,667,708 | | |
| | | | Primedia, Inc. | | B2 | | B | | | | | |
| 1,288,056 |
| |
| | Revolver, 7.875% - 7.938%, maturing June 30, 2008 | | | | | | | 1,246,731 | | |
| 6,435,000 |
| |
| | Term Loan, 7.650%, maturing September 30, 2013 | | | | | | | 6,357,780 | | |
| | | | Prism Business Media, Inc. | | B2 | | B | | | | | |
| 2,977,504 |
| |
| | Term Loan, 7.735% - 7.749%, maturing September 30, 2012 | | | | | | | 2,982,468 | | |
| | | | R.H. Donnelley, Inc. | | Ba3 | | BB | | | | | |
| 2,656,197 |
| |
| | Term Loan, 6.580% - 6.760%, maturing December 31, 2009 | | | | | | | 2,633,191 | | |
| 2,487,615 |
| |
| | Term Loan, 6.910% - 7.000%, maturing June 30, 2011 | | | | | | | 2,476,448 | | |
| 11,621,752 |
| |
| | Term Loan, 6.740% - 7.010%, maturing June 30, 2011 | | | | | | | 11,559,099 | | |
| | | | Source Media, Inc. | | B1 | | B | | | | | |
| 3,897,794 |
| |
| | Term Loan, 7.610%, maturing November 08, 2011 | | | | | | | 3,914,847 | | |
See Accompanying Notes to Financial Statements
53
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Printing & Publishing: (continued) | |
| | | | Triple Crown Media, Inc. | | B2 | | B | | | | | |
$ | 1,972,951 | | | | | Term Loan, 8.520% - 10.500%, maturing | | | | | | |
| | |
| | | | June 30, 2010 | | | | | | $ | 1,972,951 | | |
| | | | Visant Holding Corporation | | B1 | | B+ | | | | | |
| 15,647,701 |
| |
| | Term Loan, 7.068%, maturing October 04, 2011 | |
| |
| | | 15,737,675 | | |
| | | | Yell Group, Ltd. | | Ba3 | | BB | | | | | |
| 2,000,000 | | | | (3 | ) | | Term Loan, maturing January 31, 2013 | | | | | | | 2,014,600 | | |
EUR | 2,000,000 | | | | (3 | ) | | Term Loan, maturing January 31, 2013 | | | | | | | 2,587,330 | | |
| | | | Ziff Davis Media, Inc. | | B3 | | CCC | | | | | |
| 1,500,000 |
| |
| | Floating Rate Note, 11.489% maturing May 01, 2012 | | | | | | | 1,453,125 | | |
| | | 127,276,994 | | |
Radio and TV Broadcasting: 2.4% | |
| | | | Block Communications, Inc. | | Ba2 | | BB- | | | | | |
| 1,243,750 |
| |
| | Term Loan, 7.499%, maturing December 22, 2011 | | | | | | | 1,247,637 | | |
| | | | CMP KC, LLC | | Caa1 | | CCC+ | | | | | |
| 2,100,000 |
| |
| | Term Loan, 9.250% - 9.313%, maturing May 03, 2011 | | | | | | | 2,102,625 | | |
| | | | CMP Susquehanna Corporation | | B1 | | B- | | | | | |
| 7,632,857 |
| |
| | Term Loan, 7.250% - 7.375%, maturing May 05, 2013 | | | | | | | 7,631,666 | | |
| | | | Cumulus Media, Inc. | | Ba3 | | B | | | | | |
| 3,000,000 |
| |
| | Term Loan, 7.329% - 7.626%, maturing June 07, 2013 | | | | | | | 3,011,484 | | |
| | | | Emmis Operating Company | | Ba2 | | B+ | | | | | |
| 1,672,492 |
| |
| | Term Loan, 7.080%, maturing November 10, 2011 | | | | | | | 1,676,804 | | |
| | | | Entravision Communications Corporation | | Ba3 | | B+ | | | | | |
| 3,970,000 |
| |
| | Term Loan, 7.010%, maturing March 29, 2013 | | | | | | | 3,973,724 | | |
| | | | Gray Television, Inc. | | Ba2 | | BB- | | | | | |
| 1,492,500 |
| |
| | Term Loan, 7.010%, maturing November 22, 2012 | | | | | | | 1,493,433 | | |
| | | | Mission Broadcasting, Inc. | | Ba3 | | B | | | | | |
| 4,828,303 |
| |
| | Term Loan, 7.249%, maturing August 14, 2012 | | | | | | | 4,818,245 | | |
| | | | Montecito Broadcast Group, LLC | | B1 | | B | | | | | |
| 1,990,000 |
| |
| | Term Loan, 7.723%, maturing January 27, 2013 | | | | | | | 1,999,950 | | |
| | | | NEP Supershooters, L.P. | | B1 | | B | | | | | |
| 2,402,217 |
| |
| | Term Loan, 9.470% - 9.500%, maturing February 03, 2011 | | | | | | | 2,429,241 | | |
| 958,037 |
| |
| | Term Loan, 9.000%, maturing February 03, 2011 | | | | | | | 970,012 | | |
| | | | Nexstar Broadcasting, Inc. | | Ba3 | | B | | | | | |
| 4,689,620 |
| |
| | Term Loan, 7.250%, maturing August 14, 2012 | | | | | | | 4,679,851 | | |
See Accompanying Notes to Financial Statements
54
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Radio and TV Broadcasting: (continued) | |
| | | | Paxson Communications Corporation | | B2 | | CCC+ | | | | | |
$ | 6,500,000 | | | | | Term Loan, 8.757%, maturing | | | | | | |
| | |
| | | | January 15, 2012 | | | | | | $ | 6,605,625 | | |
| | | | Raycom TV Broadcasting, LLC | | NR | | NR | | | | | |
| 3,353,268 | | | | | Term Loan, 7.000%, maturing July 31, 2013 | | | | | | | 3,338,598 | | |
| | | | Spanish Broadcasting Systems, Inc. | | B1 | | B+ | | | | | |
| 4,442,513 | | | | | Term Loan, 7.250%, maturing June 10, 2012 | | | | | | | 4,445,289 | | |
| | | | Young Broadcasting, Inc. | | B2 | | B- | | | | | |
| 4,950,000 |
| |
| | Term Loan, 7.938% - 8.000%, maturing November 03, 2012 | | | | | | | 4,929,116 | | |
| | | 55,353,300 | | |
Retail Stores: 3.8% | |
| | | | Advance Stores Company, Inc. | | Ba1 | | BB+ | | | | | |
| 1,535,334 |
| |
| | Term Loan, 6.906% - 7.000%, maturing September 30, 2010 | | | | | | | 1,537,253 | | |
| 1,833,836 |
| |
| | Term Loan, 6.750% - 6.938%, maturing September 30, 2010 | | | | | | | 1,836,128 | | |
| | | | Blockbuster Entertainment Corporation | | B3 | | B- | | | | | |
| 997,475 |
| |
| | Term Loan, 8.970% - 9.320%, maturing August 20, 2011 | | | | | | | 1,000,309 | | |
| |
| | Burlington Coat Factory Warehouse Corporation | | B2 | | B | | | | | |
| 7,960,000 | | | | | Term Loan, 7.530%, maturing May 28, 2013 | | | | | | | 7,746,696 | | |
| | | | Dollarama Group, L.P. | | B1 | | B+ | | | | | |
| 5,417,672 |
| |
| | Term Loan, 7.485%, maturing November 18, 2011 | | | | | | | 5,446,456 | | |
| | | | Harbor Freight Tools, Inc. | | B1 | | B+ | | | | | |
| 8,509,950 |
| |
| | Term Loan, 7.131% - 7.276%, maturing July 15, 2010 | | | | | | | 8,517,396 | | |
| | | | Jean Coutu Group, Inc. | | B2 | | BB- | | | | | |
| 4,110,134 | | | | | Term Loan, 8.000%, maturing July 30, 2011 | | | | | | | 4,124,692 | | |
| | | | Mapco Express, Inc. | | B2 | | B+ | | | | | |
| 2,239,897 | | | | | Term Loan, 8.200%, maturing April 28, 2011 | | | | | | | 2,258,096 | | |
| | | | Nebraska Book Company, Inc. | | B2 | | B- | | | | | |
| 3,421,250 |
| |
| | Term Loan, 7.740%, maturing March 04, 2011 | | | | | | | 3,436,218 | | |
| | | | Neiman-Marcus Group, Inc. | | B1 | | B+ | | | | | |
| 22,487,342 | | | | | Term Loan, 7.770%, maturing April 06, 2013 | | | | | | | 22,694,405 | | |
| | | | Oriental Trading Company, Inc. | | B3 | | B | | | | | |
| 2,500,000 | | | | | Term Loan, 8.150%, maturing July 31, 2013 | | | | | | | 2,503,645 | | |
| | | | Pantry, Inc. | | Ba3 | | BB | | | | | |
| 3,980,000 |
| |
| | Term Loan, 7.080%, maturing January 02, 2012 | | | | | | | 3,992,438 | | |
| | | | Pep Boys - Manny, Moe & Jack | | Ba2 | | B+ | | | | | |
| 497,500 |
| |
| | Term Loan, 8.330%, maturing January 27, 2011 | | | | | | | 503,097 | | |
| | | | Sears Canada, Inc. | | Ba1 | | BB+ | | | | | |
| 3,738,750 |
| |
| | Term Loan, 7.249%, maturing December 22, 2012 | | | | | | | 3,745,760 | | |
| | | | Sports Authority, Inc. | | B2 | | B | | | | | |
| 3,000,000 | | | | | Term Loan, 7.749%, maturing May 03, 2013 | | | | | | | 2,998,125 | | |
See Accompanying Notes to Financial Statements
55
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Retail Stores: (continued) | |
| | | | Tire Rack, Inc. | | B1 | | BB- | | | | | |
$ | 905,660 | | | | | Term Loan, 7.140% - 7.250%, maturing | | | | | | |
| | |
| | | | June 24, 2012 | | | | | | $ | 900,566 | | |
| | | | Toys R Us, Inc. | | B1 | | B | | | | | |
| 2,375,000 | | | | | Term Loan, 9.643%, maturing July 19, 2006 | | | | | | | 2,425,098 | | |
| | | | Travelcenters of America, Inc. | | B1 | | BB | | | | | |
| 10,945,000 |
| |
| | Term Loan, 6.860% - 7.250%, maturing December 01, 2011 | |
| |
| | | 10,951,841 | | |
| | | 86,618,219 | | |
Satellite: 0.4% | |
| | | | Intelsat Zeus, Ltd. | | B1 | | BB+ | | | | | |
| 2,937,500 | | | | | Term Loan, 7.758%, maturing July 07, 2013 | | | | | | | 2,954,634 | | |
| | | | Panamsat Corporation | | B1 | | BB | | | | | |
| 5,000,000 |
| |
| | Term Loan, 8.008%, maturing October 01, 2006 | | | | | | | 5,039,065 | | |
| | | 7,993,699 | | |
Telecommunications Equipment: 0.5% | |
| | | | Crown Castle Operating Company | | B2 | | BB | | | | | |
| 3,500,000 |
| |
| | Term Loan, 7.650%, maturing June 01, 2014 | | | | | | | 3,523,335 | | |
| | | | Sorenson Communications, Inc. | | Ba3 | | B | | | | | |
| 5,250,000 |
| |
| | Term Loan, 8.330%, maturing August 31, 2013 | | | | | | | 5,271,877 | | |
| | | | Sorenson Communications, Inc. | | Caa1 | | CCC+ | | | | | |
| 750,000 |
| |
| | Term Loan, 12.330%, maturing February 28, 2014 | | | | | | | 757,500 | | |
| | | | Syniverse Holding, LLC | | Ba3 | | BB- | | | | | |
| 1,589,971 |
| |
| | Term Loan, 7.500%, maturing February 15, 2012 | | | | | | | 1,589,971 | | |
| | | 11,142,683 | | |
Textiles & Leather: 0.9% | |
| | | | Hanesbrands, Inc. | | Ba2 | | BB- | | | | | |
| 2,500,000 | | | | (3 | ) | | Term Loan, maturing September 05, 2013 | | | | | | | 2,522,990 | | |
| | | | Hanesbrands, Inc. | | Ba3 | | B- | | | | | |
| 1,000,000 | | | | (3 | ) | | Term Loan, maturing March 05, 2014 | | | | | | | 1,019,219 | | |
| | | | Polymer Group, Inc. | | B1 | | BB- | | | | | |
| 6,467,500 |
| |
| | Term Loan, 7.740%, maturing November 22, 2012 | | | | | | | 6,487,711 | | |
| | | | Propex Fabrics, Inc. | | B1 | | BB- | | | | | |
| 1,992,566 | | | | | Term Loan, 7.760%, maturing July 31, 2012 | | | | | | | 1,995,057 | | |
| | | | St. John Knits International, Inc. | | B1 | | B+ | | | | | |
| 613,100 |
| |
| | Term Loan, 9.500%, maturing March 18, 2012 | | | | | | | 611,950 | | |
| | | | Targus Group International | | B1 | | B | | | | | |
| 1,973,635 |
| |
| | Term Loan, 8.297% - 8.344%, maturing November 22, 2012 | | | | | | | 1,967,878 | | |
| | | | Targus Group International | | B3 | | CCC+ | | | | | |
| 1,375,000 | | | | | Term Loan, 12.800%, maturing May 22, 2013 | | | | | | | 1,323,438 | | |
See Accompanying Notes to Financial Statements
56
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Textiles & Leather: (continued) | |
| | | | Warnaco, Inc. | | Ba2 | | BB | | | | | |
$ | 1,995,000 | | | | | Term Loan, 6.900% - 8.750%, maturing | | | | | | |
| | |
| | | | January 31, 2013 | | | | | | $ | 1,980,038 | | |
| | | | William Carter Company | | B1 | | BB | | | | | |
| 3,151,148 |
| |
| | Term Loan, 6.758% - 6.985%, maturing July 14, 2012 | |
| |
| | | 3,149,179 | | |
| | | 21,057,460 | | |
Utilities: 5.1% | |
Astoria Generating Company
| | | | Acquisitions, LLC | | B1 | | BB- | | | | | |
| 1,918,782 |
| |
| | Term Loan, 7.450%, maturing February 23, 2011 | | | | | | | 1,927,861 | | |
| 3,393,322 |
| |
| | Term Loan, 7.450%, maturing February 23, 2013 | | | | | | | 3,409,380 | | |
| | | | Babcock & Wilcox Company | | B1 | | B+ | | | | | |
| 2,500,000 |
| |
| | Term Loan, 5.399%, maturing January 22, 2012 | | | | | | | 2,525,000 | | |
| | | | Coleto Creek Power | | B1 | | B+ | | | | | |
| 764,331 | | | | | Term Loan, 8.260%, maturing July 28, 2013 | | | | | | | 760,510 | | |
| 5,360,669 | | | | | Term Loan, 8.195%, maturing June 28, 2013 | | | | | | | 5,333,865 | | |
| | | | Infrastrux Group, Inc. | | B1 | | B+ | | | | | |
| 498,750 | | | | | Term Loan, 8.375%, maturing May 08, 2012 | | | | | | | 498,750 | | |
| | | | KGen, LLC | | B2 | | B | | | | | |
| 6,912,500 |
| |
| | Term Loan, 8.124%, maturing August 01, 2011 | | | | | | | 6,938,422 | | |
| | | | La Paloma Generating Company | | Ba3 | | BB- | | | | | |
| 437,158 |
| |
| | Term Loan, 7.080%, maturing August 16, 2012 | | | | | | | 436,612 | | |
| 107,368 |
| |
| | Term Loan, 7.249%, maturing August 16, 2012 | | | | | | | 107,234 | | |
| 1,348,115 |
| |
| | Term Loan, 7.249%, maturing August 16, 2012 | | | | | | | 1,346,430 | | |
| | | | La Paloma Generating Company | | | | | | | | | |
| 3,000,000 |
| |
| | Term Loan, 8.999%, maturing August 16, 2013 | | | | | | | 3,008,751 | | |
| | | | LSP Gen Finance Co., LLC | | Ba3 | | BB- | | | | | |
| 856,742 | | | | | Term Loan, 7.080%, maturing May 04, 2013 | | | | | | | 855,314 | | |
| 8,686,869 | | | | | Term Loan, 7.249%, maturing May 04, 2013 | | | | | | | 8,672,388 | | |
| 500,000 | | | | | Term Loan, 8.999%, maturing May 04, 2014 | | | | | | | 505,834 | | |
| | | | LSP-Kendall Energy, LLC | | B1 | | B | | | | | |
| 13,657,445 |
| |
| | Term Loan, 7.499%, maturing October 07, 2013 | | | | | | | 13,563,550 | | |
| | | | NRG Energy, Inc. | | Ba2 | | BB- | | | | | |
| 7,924,731 |
| |
| | Term Loan, 7.499%, maturing February 01, 2013 | | | | | | | 7,957,421 | | |
| 29,925,000 |
| |
| | Term Loan, 7.330%, maturing February 01, 2013 | | | | | | | 30,073,069 | | |
See Accompanying Notes to Financial Statements
57
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | | | | | Bank Loan Ratings† (Unaudited) | | | |
Principal Amount | | | | Borrower/Tranche Description | | Moody's | | S&P | | Value | |
Utilities: (continued) | | | |
| | | | | | Pike Electric, Inc. | | Ba3 | | BB | | | | | |
$ | 1,332,353 | | | | | Term Loan, 6.938%, maturing July 01, 2012 | | | | | | $ | 1,331,937 | | |
| 901,405 |
| |
| | Term Loan, 6.875%, maturing December 10, 2012 | | | | | | | 901,124 | | |
| | | | | | Plum Point Energy Associates, LLC | | B1 | | B | | | | | |
| 1,798,286 |
| |
| | Term Loan, 9.124%, maturing March 14, 2014 | | | | | | | 1,810,275 | | |
| 4,531,604 |
| |
| | Term Loan, 8.749%, maturing March 14, 2014 | | | | | | | 4,561,816 | | |
| | | | | | Primary Energy Finance, LLC | | Ba2 | | BB- | | | | | |
| 2,385,353 |
| |
| | Term Loan, 7.330%, maturing August 24, 2012 | | | | | | | 2,395,789 | | |
| | | | | | Riverside Energy Center, LLC | | B1 | | B | | | | | |
| 358,897 | | | | | Term Loan, 9.735%, maturing June 24, 2010 | | | | | | | 368,767 | | |
| 4,490,787 | | | | | Term Loan, 9.735%, maturing June 24, 2011 | | | | | | | 4,614,284 | | |
| 3,102,619 | | | | | Term Loan, 9.735%, maturing June 24, 2011 | | | | | | | 3,187,941 | | |
| | | | | | Thermal North America, Inc. | | Ba3 | | BB- | | | | | |
| 1,000,000 |
| |
| | Term Loan, 7.160%, maturing October 12, 2013 | | | | | | | 997,500 | | |
| 1,369,433 |
| |
| | Term Loan, 7.250%, maturing October 12, 2013 | | | | | | | 1,367,721 | | |
| | | | | | Wolf Hollow I, LP | | B1 | | BB- | | | | | |
| 3,400,000 | | | | | Term Loan, 7.576%, maturing June 22, 2012 | | | | | | | 3,417,000 | | |
| 850,000 | | | | | Term Loan, 7.576%, maturing June 22, 2012 | | | | | | | 860,625 | | |
| 4,127,633 | | | | | Term Loan, 7.749%, maturing June 22, 2012 | | | | | | | 4,148,271 | | |
| | | 117,883,441 | | |
| | Total Senior Loans (Cost: $2,596,481,775) | | | | | | | 2,598,404,611 | | |
Other Corporate Debt: 0.4% | | | |
Automobile: 0.4% | | | |
| | | | | | Avis Budget Car Rental, LLC | | Ba3 | | BB- | | | | | |
| 750,000 |
| |
| | Floating Rate Note, 7.905%, maturing May 15, 2014 | | | | | | | 733,125 | | |
| | | | | | Navistar International Corporation | | NR | | BB- | | | | | |
| 7,800,000 |
| |
| | Unsecured Term Loan, 10.460% - 10.489%, maturing February 22, 2009 | | | | | | | 7,839,000 | | |
| | Total Other Corporate Debt (Cost: $8,517,284) | | | | | | | 8,572,125 | | |
Equities and Other Assets: 0.4% | | | |
| | Description | | | | Value | |
(@), (R) | | Decision One Corporation (371,025 Common Shares) | | | | | 38,587 | | |
(@), (R) | | Neoplan USA Corporation (1,627 Common Shares) | | | | | — | | |
(@), (R)
| | Neoplan USA Corporation (170,180 Series B Preferred Shares) | |
| | | — | | |
See Accompanying Notes to Financial Statements
58
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
| | Description | | | | Value | |
(@), (R)
| | Neoplan USA Corporation (101,690 Series C Preferred Shares) | | | | | | $ | — | | |
(@), (R)
| | Neoplan USA Corporation (330,600 Series D Preferred Shares) | | | | | | | — | | |
(@), (R) | | New World Restaurant Group, Inc. (5,105 Common Shares) | | | | | | | 58,719 | | |
(@), (R) | | Norwood Promotional Products, Inc. (48,177 Common Shares) | | | | | | | — | | |
(@), (R) | | Safelite Glass Corporation (395,186 Common Shares) | | | | | | | 8,338,744 | | |
(@), (R) | | Safelite Realty Corporation (26,675 Common Shares) | | | | | | | 165,017 | | |
| | Total for Equities and Other Assets (Cost: $866,531) | | | | | | | 8,601,067 | | |
| | Total Investments (Cost $2,605,865,590)** | | | 113.9 | % | | $ | 2,615,577,803 | | |
| | Other Assets and Liabilities — Net | | | (13.9 | ) | | | (319,343,615 | ) | |
| | Net Assets | | | 100.0 | % | | $ | 2,296,234,188 | | |
* 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 considered to be below investment grade.
NR Not Rated
(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.
** For Federal Income Tax purposes cost of investments is $2,606,420,085.
Net unrealized appreciation consists of the following:
Gross Unrealized Appreciation | | $ | 15,246,340 | | |
Gross Unrealized Depreciation | | | (6,088,622 | ) | |
Net Unrealized Appreciation | | $ | 9,157,718 | | |
See Accompanying Notes to Financial Statements
59
ING Senior Income Fund
PORTFOLIO OF INVESTMENTS as of August 31, 2006 (Unaudited) (continued)
At August 31, 2006 the following forward foreign currency contracts were outstanding for ING Senior Income Fund:
Currency | |
Buy/Sell | | Settlement Date | | In Exchange For | |
Value | | Unrealized Appreciation/ (Depreciation) | |
Euro EUR 6,315,000 | | Sell | | 09/15/06 | | | USD $8,103,131 | | | $ | 8,099,531 | | | $ | 3,600 | | |
Euro EUR 1,200,000 | | Sell | | 9/15/06 | | | 1,529,772 | | | | 1,537,681 | | | | (7,909 | ) | |
Euro EUR 10,020,000 | | Sell | | 10/13/06 | | | 12,859,738 | | | | 12,873,139 | | | | (13,401 | ) | |
Euro EUR 7,515,000 | | Sell | | 11/15/06 | | | 9,651,553 | | | | 9,672,706 | | | | (21,153 | ) | |
British Pound GBP 2,106,000 | | Sell | | 09/15/06 | | | 3,899,996 | | | | 4,012,567 | | | | (112,571 | ) | |
British Pound GBP 2,808,000 | | Sell | | 10/13/06 | | | 5,203,196 | | | | 5,352,198 | | | | (149,002 | ) | |
British Pound GBP 2,106,000 | | Sell | | 11/15/06 | | | 3,905,051 | | | | 4,015,849 | | | | (110,798 | ) | |
| | $ | 45,152,437 | | | $ | 45,563,671 | | | $ | (411,234 | ) | |
See Accompanying Notes to Financial Statements
60
ING Funds Distributor, LLC also offers the funds listed below. Before investing in a fund, shareholders should carefully review the fund's prospectus. Investors may obtain a copy of a prospectus of any ING Fund by calling (800) 992-0180 or going to www.ingfunds.com.
Domestic Equity and Income Funds
ING Balanced Fund
ING Growth and Income Fund
ING Real Estate Fund
Domestic Equity Growth Funds
ING 130/30 Fundamental Research Fund
ING Disciplined LargeCap Fund
ING Fundamental Research Fund
ING Growth Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Opportunistic LargeCap Fund
ING SmallCap Opportunities Fund
ING Small Company Fund
Domestic Equity Index Funds
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
Domestic Equity Value Funds
ING Financial Services Fund
ING LargeCap Value Fund
ING MagnaCap Fund
ING MidCap Value Fund
ING MidCap Value Choice Fund
ING SmallCap Value Fund
ING SmallCap Value Choice Fund
Fixed-Income Funds
ING GNMA Income Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING National Tax-Exempt Bond Fund
Global Equity Funds
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Global Science and Technology Fund
ING Global Value Choice Fund
International Equity Funds
ING Emerging Countries Fund
ING Foreign Fund
ING Global Natural Resources Fund
ING Greater China Fund
ING Index Plus International Equity Fund
ING International Capital Appreciation Fund
ING International Fund
ING International Growth Fund
ING International Real Estate Fund
ING International SmallCap Fund
ING International Value Fund
ING International Value Choice Fund
ING Russia Fund
International Fixed-Income Funds
ING Emerging Markets Fixed Income Fund
ING Global Bond Fund
International Fund-of-Funds
ING Diversified International Fund
Loan Participation Funds
ING Senior Income Fund
Money Market Funds
ING Aeltus Money Market Fund
ING Classic Money Market Fund
Strategic Allocation Funds
ING Strategic Allocation Conservative Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Moderate Fund
* An investment in the Funds is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Funds.
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
1-800-992-0180
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
1-800-334-3444
Transfer Agent
DST Systems, Inc.
P.O. Box 219368
Kansas City, Missouri 64141
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.
PRSAR-USIF
(0806-102806)
ITEM 2. CODE OF ETHICS.
Not required for semi-annual filing.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not required for semi-annual filing.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not required for semi-annual filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not required for semi-annual filing.
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.
Not required for semi-annual filing.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
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) The Code of Ethics is not required for the semi-annual filing.
(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.
(a)(3) Not required for semi-annual filing.
(b) The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT
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/ | James M. Hennessy | |
| | James M. Hennessy |
| | President and Chief Executive Officer |
| |
| |
Date: | November 6, 2006 | |
| | | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By | /s/ | James M. Hennessy | |
| | James M. Hennessy |
| | President and Chief Executive Officer |
| |
Date: | November 6, 2006 | |
| |
| |
By | /s/ | Todd Modic | |
| | Todd Modic |
| | Senior Vice President and Chief Financial Officer |
| |
| |
Date: | November 6, 2006 | |
| | | | | |