UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21465
ING Clarion Global Real Estate Income Fund
(Exact name of registrant as specified in charter)
259 N. Radnor-Chester Road
Radnor, PA 19087
(Address of principal executive offices) (Zip code)
T. Ritson Ferguson, President and Chief Executive Officer
ING Clarion Global Real Estate Income Fund
259 N. Radnor-Chester Road
Radnor, PA 19087
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-888-711-4CRA
Date of fiscal year end: December 31, 2004
Date of reporting period: December 31, 2004
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
TABLE OF CONTENTS
Item 1. Report(s) to Stockholders.
The Trust’s annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 is as follows:
ING Clarion Global Real Estate Income Fund
Letter to Shareholders
Dear Shareholder,
| |
The ING Clarion Global Real Estate Income Fund (“Fund”) finished 2004 with a flourish as the Net Asset Value (NAV) grew 21.33% in the fourth quarter. Based on share price appreciation and dividends received, our shareholders gained 15.90% in the last 3 months. The fund’s stock price closed at $15.21 per share and the NAV was $17.46 per share at 12/31/04. The fund paid dividends of $0.827 per share in 2004 including a special dividend declared in December and paid in early January. In the 10 months following the fund’s IPO, the NAV grew 28.20% and the market return (share price appreciation plus dividends) was up 7.15%. In that same period, the S&P/ Citigroup World Property Index (WPI) increased 25.88% and the Morgan Stanley REIT Preferred Index (MSRP) rose 6.59%. A blend of 80% WPI and 20% MSRP rose 21.91% for the period since March 1, 2004. On an NAV basis, your manager exceeded the blended benchmark by 6.27% in the 10 months since the fund’s inception. Unfortunately, the market return was significantly less because the fund’s share price moved from a 4.5% premium to a 12.8% discount relative to NAV, a drag of 17.3% on performance. | |
|
At year-end, the fund’s investments were well diversified by property type and by geography. 52% of the fund was in US common stock, 8% in Canada, 17% in Europe, 11% in Australia, 2% in Asia, and 10% in preferred stock. Though allowed to invest up to 30% in preferred stock of real estate companies, we chose to have significantly less with only 10% in preferred at year-end. This contributed to the fund’s impressive NAV growth given the strong relative performance of common stock to preferred stock in 2004. | |
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Fund Property Type as of 12/31/04 | |
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|  |
| |
Global real estate companies recorded another exceptional year in 2004. The S&P/ Citigroup World Property Index ended the year with a total return of 33.5% (in local currency), which exceeded the performance recorded by broad equities of 15.25% (MSCI World Index) and bonds of +10.2% (JP Morgan Global Government Bond Index). Though real estate stock returns across region have not historically been highly correlated, in 2004 strong positive gains occurred across all regions. Property stocks in the United Kingdom and Continental Europe rose 46% and 37%; followed closely by Hong Kong (35%), the US (+32%), Japan (+32%), and Australia (+31%). Canadian property stocks were the notable laggard, but still advanced 17% for the year. Overall in 2004, currency changes added another 3% to the WPI index expressed in dollars. The decision not to hedge our non-dollar investments enhanced the NAV return of the fund last year. We had no currency hedges in place at year end. | |
|
Property stocks in the US, Australia and Canada declined significantly last April in US dollar terms, which led to our decision to upweight these countries in our portfolio. Not only were these investments a source of above average income, but they also provided very attractive capital gains for the period since May. Within the S&P/ Citigroup WPI, over the last 7 months of 2004, the US gained 29%, Australia rose 30%, and Canada rose 29%. | |
|
Total preferred stock and debt of the fund was $789 million, which includes Preferred Value of $710,000,000 and Cumulative draw down of $78,945,600 (or 31% of the fund’s total assets), which is well below the 35% “leverage” discussed in the fund’s offering documents. We chose to lock in attractive longer-term rates on $400 million by executing two interest rate swaps last May. These swaps had an average rate of 4.0% thus assuring an attractive low interest cost for the average remaining term on the swaps of 3.5 years as of 12/31/04. | |
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In late December, the fund increased its monthly dividend distribution 12% to $0.105 a month per share equivalent to an annual dividend of $1.26 per share. The board also authorized a special one time distribution of $0.077 per share which was paid in January based on the high realized investment income of | |
Annual Report December 31, 2004 1
ING Clarion Global Real Estate Income Fund Letter to Shareholders continued
| |
the fund in 2004. The fund’s new dividend level was established by the board after consideration of the actual and expected increased level of investment income and the expectation that we might realize some part of the significant unrealized capital appreciation of the fund’s investments over the course of time as part of the active management of the investment portfolio. Our goal is to establish a dividend which can be supported by the earned income including realized capital gains from the investment portfolio while minimizing the need for large special dividends. The new dividend reflected the board’s consideration of a range of market scenarios for global real estate stocks in 2005. We believe the fund remains well positioned to meet its primary objective of delivering a high level of stable monthly income as well as its secondary objective of capital appreciation. | |
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Global property companies should continue to deliver positive performance in 2005 for many of the reasons they were positive last year including strong funds flow, continued attractive relative dividend yields, and improving real estate market fundamentals driving accelerating earnings growth. It is unlikely that we will see another year of strong price appreciation tied to declining capitalization rates or yield compression. In fact, we would not be surprised to see some earnings multiple contraction in 2005 as interest rates in several countries around the world increase. Nonetheless with dividend yields of 4-5% and 8-9% earnings growth, real estate stocks can still deliver attractive positive returns even with some modest earnings multiple contraction. | |
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We expect continued growth in the public property sector. The introduction of REITs in Hong Kong was delayed until 2005 and in the UK the introduction of REITs is now expected to occur in 2006. Germany has recently taken up the REIT banner and may introduce REITs by the end of the year. The advent of German REITs could help spur a growth in the public real estate sector for the largest of the European economies. We also look for several new public real estate companies in Asia including Japan, Hong Kong, Singapore and Australia. Real estate continues to be underrepresented in the public markets and thus we expect a multiple year (or decade) growth in the sector driven by the increased appetite for real estate by an increasingly income-focused investor base around the globe. The fund is well positioned to take advantage of the increasing globalization of real estate. | |
We appreciate your continued faith and confidence.
Sincerely,
ING CLARION REAL ESTATE SECURITIES

| | |
T. Ritson Ferguson | | Steven D. Burton |
President and | | Co-Portfolio Manager |
Chief Executive Officer | | |
2 Annual Report December 31, 2004
ING Clarion Global Real Estate Income Fund
Portfolio of Investments December 31, 2004
| | | | | | | | |
| | | | U.S. $ |
Shares | | | | Value |
|
|
|
| | | | Common Stock – 133.0% | | | | |
| | | | Real Estate Investment Trusts (“REIT”) – 133.0% | | | | |
| | | | Australia – 16.4% | | | | |
| | | | Building – Construction – 1.8% | | | | |
| 7,303,297 | | | Multiplex Group | | $ | 31,144,294 | |
|
| | | | Diversified – 3.5% | | | | |
| 6,850,000 | | | DB RREEF Trust | | | 7,088,023 | |
| 31,035,794 | | | Investa Property Group | | | 54,983,444 | |
|
| | | | | | | 62,071,467 | |
|
| | | | Shopping Centers – 7.8% | | | | |
| 9,984,178 | | | Macquarie CountryWide Trust | | | 16,279,321 | |
| 9,384,633 | | | Westfield Group (a) | | | 120,869,157 | |
|
| | | | | | | 137,148,478 | |
|
| | | | Warehouse & Industrial – 3.3% | | | | |
| 17,999,177 | | | Macquarie Goodman Industrial Trust | | | 33,439,643 | |
| 28,584,000 | | | Macquarie ProLogis Trust | | | 25,095,836 | |
|
| | | | | | | 58,535,479 | |
|
| | | | | | | 288,899,718 | |
|
| | | | Canada – 11.8% | | | | |
| | | | Diversified – 4.1% | | | | |
| 1,761,900 | | | Boardwalk Real Estate Investment Trust | | | 27,131,039 | |
| 609,900 | | | Dundee Real Estate Investment Trust | | | 13,031,290 | |
| 2,166,800 | | | Summit Real Estate Investment Trust | | | 32,588,354 | |
|
| | | | | | | 72,750,683 | |
|
| | | | Health Care – 1.3% | | | | |
| 2,111,800 | | | Retirement Residences Real Estate Investment Trust | | | 18,154,271 | |
| 476,000 | | | Sunrise Senior Living Real Estate Investment Trust | | | 4,584,601 | |
|
| | | | | | | 22,738,872 | |
|
| | | | Hotels – 1.2% | | | | |
| 2,239,900 | | | InnVest Real Estate Investment Trust | | | 22,246,639 | |
|
| | | | Office Property – 2.3% | | | | |
| 3,403,700 | | | O&Y Real Estate Investment Trust | | | 40,055,227 | |
|
| | | | Shopping Centers – 2.1% | | | | |
| 200,100 | | | Calloway Real Estate Investment Trust | | | 3,131,390 | |
| 2,276,600 | | | RioCan Real Estate Investment Trust | | | 33,726,704 | |
|
| | | | | | | 36,858,094 | |
|
| | | | Warehouse & Industrial – 0.8% | | | | |
| 884,800 | | | H&R Real Estate Investment Trust | | | 14,023,580 | |
|
| | | | | | | 208,673,095 | |
|
| | | | France – 5.5% | | | | |
| | | | Apartments – 1.5% | | | | |
| 266,137 | | | Gecina SA | | | 26,371,330 | |
|
| | | | Diversified – 3.9% | | | | |
| 434,478 | | | Unibail | | | 68,387,321 | |
|
| | | | Management Services – 0.1% | | | | |
| 79,000 | | | Nexity (a) | | | 2,832,704 | |
|
| | | | | | | 97,591,355 | |
|
| | | | Hong Kong – 2.1% | | | | |
| | | | Diversified – 2.1% | | | | |
| 8,133,000 | | | Hang Lung Properties Ltd. | | | 12,556,254 | |
| 2,400,000 | | | Sun Hung Kai Properties Ltd. | | | 24,007,102 | |
|
| | | | | | | 36,563,356 | |
|
| | | | Japan – 1.5% | | | | |
| | | | Diversified – 0.7% | | | | |
| 1,025,000 | | | Mitsubishi Estate Co., Ltd. | | | 12,003,513 | |
|
| | | | Shopping Centers – 0.8% | | | | |
| 1,673 | | | Japan Retail Fund Investment Corp. | | | 14,122,621 | |
|
| | | | | | | 26,126,134 | |
|
| | | | Netherlands – 11.2% | | | | |
| | | | Diversified – 9.5% | | | | |
| 97,280 | | | Corio NV | | | 5,699,019 | |
| 327,601 | | | Eurocommercial Properties NV | | | 11,657,733 | |
| 1,035,730 | | | Nieuwe Steen Investments NV | | | 24,101,804 | |
| 348,686 | | | Rodamco Europe NV | | | 27,678,758 | |
| 915,000 | | | Wereldhave NV | | | 99,497,078 | |
|
| | | | | | | 168,634,392 | |
|
| | | | Shopping Centers – 1.7% | | | | |
| 401,461 | | | VastNed Retail NV | | | 29,194,187 | |
|
| | | | | | | 197,828,579 | |
|
| | | | Spain – 0.2% | | | | |
| | | | Diversified – 0.2% | | | | |
| 90,888 | | | Inmobiliaria Colonial SA | | | 3,656,769 | |
|
| | | | United Kingdom – 7.3% | | | | |
| | | | Diversified – 6.4% | | | | |
| 984,000 | | | British Land Co. Plc | | | 16,927,082 | |
| 1,105,242 | | | Hammerson Plc | | | 18,429,188 | |
| 1,401,700 | | | Land Securities Group Plc | | | 37,675,767 | |
| 3,807,700 | | | Slough Estates Plc | | | 40,207,253 | |
|
| | | | | | | 113,239,290 | |
|
| | | | Shopping Centers – 0.9% | | | | |
| 853,400 | | | Liberty International Plc | | | 15,901,100 | |
|
| | | | | | | 129,140,390 | |
|
| | | | United States – 77.0% | | | | |
| | | | Apartments – 14.5% | | | | |
| 1,219,600 | | | Amli Residential Properties Trust | | | 39,027,200 | |
| 1,139,000 | | | Apartment Investment & Management Co. – Class A | | | 43,897,060 | |
| 1,459,000 | | | Archstone-Smith Trust | | | 55,879,700 | |
| 501,700 | | | Camden Property Trust | | | 25,586,700 | |
| 1,369,850 | | | Gables Residential Trust | | | 49,026,931 | |
See notes to financial statements.
Annual Report December 31, 2004 3
ING Clarion Global Real Estate Income Fund Portfolio of Investments continued
| | | | | | | | |
| | | | U.S. $ |
Shares | | | | Value |
|
|
|
| | | | Common Stock (continued) | | | | |
| | | | United States (continued) | | | | |
| 264,600 | | | Home Properties, Inc. | | $ | 11,377,800 | |
| 637,700 | | | Mid-America Apartment Communities, Inc. | | | 26,285,994 | |
| 225,000 | | | United Dominion Realty Trust, Inc. | | | 5,580,000 | |
|
| | | | | | | 256,661,385 | |
|
| | | | Diversified – 10.0% | | | | |
| 898,200 | | | American Campus Communities, Inc. (a) | | | 20,200,518 | |
| 322,500 | | | BNP Residential Properties, Inc. | | | 5,192,250 | |
| 402,900 | | | Colonial Properties Trust | | | 15,821,883 | |
| 36,400 | | | Cousins Properties, Inc. | | | 1,101,828 | |
| 717,600 | | | iStar Financial, Inc. | | | 32,478,576 | |
| 1,111,300 | | | Liberty Property Trust | | | 48,008,160 | |
| 970,300 | | | Newcastle Investment Corp. | | | 30,836,134 | |
| 1,273,500 | | | U.S. Restaurant Properties, Inc. | | | 22,999,410 | |
|
| | | | | | | 176,638,759 | |
|
| | | | Health Care – 8.7% | | | | |
| 1,682,700 | | | Health Care REIT, Inc. | | | 64,195,005 | |
| 2,890,700 | | | Nationwide Health Properties, Inc. | | | 68,654,125 | |
| 1,710,100 | | | OMEGA Healthcare Investors, Inc. | | | 20,179,180 | |
|
| | | | | | | 153,028,310 | |
|
| | | | Hotels – 1.7% | | | | |
| 371,000 | | | Hersha Hospitality Trust | | | 4,247,950 | |
| 558,000 | | | Hospitality Properties Trust | | | 25,668,000 | |
|
| | | | | | | 29,915,950 | |
|
| | | | Mortgage – 0.4% | | | | |
| 375,000 | | | Gramercy Capital Corp. | | | 7,725,000 | |
|
| | | | Office Property – 20.7% | | | | |
| 1,183,400 | | | Arden Realty, Inc. | | | 44,637,848 | |
| 225,000 | | | Boston Properties, Inc. | | | 14,550,750 | |
| 792,600 | | | Brandywine Realty Trust | | | 23,294,514 | |
| 2,435,600 | | | Equity Office Properties Trust | | | 70,924,672 | |
| 751,500 | | | Glenborough Realty Trust, Inc. | | | 15,991,920 | |
| 269,000 | | | Highwoods Properties, Inc. | | | 7,451,300 | |
| 2,841,884 | | | HRPT Properties Trust | | | 36,461,372 | |
| 184,400 | | | Mack-Cali Realty Corp. | | | 8,487,932 | |
| 1,999,900 | | | Maguire Properties, Inc. | | | 54,917,254 | |
| 1,607,000 | | | Prentiss Properties Trust | | | 61,387,400 | |
| 507,500 | | | Reckson Associates Realty Corp. | | | 16,651,075 | |
| 100,000 | | | SL Green Realty Corp. | | | 6,055,000 | |
| 225,000 | | | Trizec Properties, Inc. | | | 4,257,000 | |
|
| | | | | | | 365,068,037 | |
|
| | | | Regional Malls – 5.5% | | | | |
| 1,194,000 | | | Pennsylvania Real Estate Investment Trust | | | 51,103,200 | |
| 547,800 | | | The Macerich Co. | | | 34,401,840 | |
| 171,400 | | | The Mills Corp. | | | 10,928,464 | |
|
| | | | | | | 96,433,504 | |
|
| | | | Shopping Centers – 11.5% | | | | |
| 1,136,800 | | | Cedar Shopping Centers, Inc. | | | 16,256,240 | |
| 570,700 | | | Commercial Net Lease Realty | | | 11,756,420 | |
| 225,000 | | | Developers Diversified Realty Corp. | | | 9,983,250 | |
| 42,700 | | | Federal Realty Investment Trust | | | 2,205,455 | |
| 678,600 | | | Glimcher Realty Trust | | | 18,804,006 | |
| 2,603,530 | | | Heritage Property Investment Trust | | | 83,547,278 | |
| 1,469,400 | | | New Plan Excel Realty Trust | | | 39,791,352 | |
| 147,000 | | | Pan Pacific Retail Properties, Inc. | | | 9,216,900 | |
| 225,000 | | | Regency Centers Corp. | | | 12,465,000 | |
|
| | | | | | | 204,025,901 | |
|
| | | | Storage – 0.4% | | | | |
| 171,100 | | | Sovran Self Storage, Inc. | | | 7,210,154 | |
|
| | | | Warehouse & Industrial – 3.6% | | | | |
| 1,261,100 | | | First Industrial Realty Trust, Inc. | | | 51,364,603 | |
| 275,000 | | | ProLogis | | | 11,915,750 | |
|
| | | | | | | 63,280,353 | |
|
| | | | | | | 1,359,987,353 | |
|
| | | | Total Common Stock (cost $2,015,958,555) | | | 2,348,466,749 | |
|
| | | | Preferred Stock – 12.3% | | | | |
| | | | Real Estate Investment Trusts (“REIT”) – 12.3% | | | | |
| | | | United States – 12.3% | | | | |
| | | | Apartments – 1.8% | | | | |
| 80,500 | | | Apartment Investment & Management Co., Series U | | | 2,002,840 | |
| 400,000 | | | Apartment Investment & Management Co., Series V | | | 10,148,000 | |
| 400,000 | | | Apartment Investment & Management Co., Series Y | | | 9,925,000 | |
| 174,000 | | | Associates Estates Realty | | | 4,515,300 | |
| 200,000 | | | Mid-America Apartment Communities, Inc., Series H | | | 5,200,000 | |
|
| | | | | | | 31,791,140 | |
|
| | | | Diversified – 1.8% | | | | |
| 36,000 | | | Bedford Property Investors, Inc. (b) | | | 1,794,377 | |
| 170,000 | | | Bedford Property Investors, Inc. | | | 4,350,300 | |
| 1,015,000 | | | iStar Financial, Inc., Series I | | | 25,892,650 | |
|
| | | | | | | 32,037,327 | |
|
| | | | Finance – 0.6% | | | | |
| 240,000 | | | RAIT Investment Trust, Series A | | | 5,928,000 | |
| 160,000 | | | RAIT Investment Trust, Series B | | | 4,040,000 | |
|
| | | | | | | 9,968,000 | |
|
See notes to financial statements.
4 Annual Report December 31, 2004
ING Clarion Global Real Estate Income Fund Portfolio of Investments continued
| | | | | | | | |
| | | | U.S. $ |
Shares | | | | Value |
|
|
|
| | | | Preferred Stock (continued) | | | | |
| | | | Health Care – 2.5% | | | | |
| 560,000 | | | Health Care REIT, Inc., Series F | | $ | 14,140,000 | |
| 1,000,000 | | | LTC Properties, Inc., Series F | | | 26,350,000 | |
| 120,000 | | | OMEGA Healthcare Investors, Inc., Series D | | | 3,168,000 | |
|
| | | | | | | 43,658,000 | |
|
| | | | Hotels – 2.2% | | | | |
| 840,000 | | | Host Marriott Corp., Series E | | | 23,331,000 | |
| 200,000 | | | Innkeepers USA Trust, Series C | | | 5,150,000 | |
| 430,000 | | | Winston Hotels, Inc. | | | 10,999,400 | |
|
| | | | | | | 39,480,400 | |
|
| | | | Manufactured Homes – 0.2% | | | | |
| 140,000 | | | Affordable Residential Communities, Series A | | | 3,651,200 | |
|
| | | | Office Property – 1.7% | | | | |
| 450,000 | | | Alexandria Real Estate Corp., Series C | | | 11,911,500 | |
| 291,800 | | | Maguire Properties, Inc., Series A | | | 7,470,080 | |
| 192,500 | | | SL Green Realty Corp., Series C | | | 4,937,625 | |
| 200,000 | | | SL Green Realty Corp., Series D | | | 5,190,000 | |
|
| | | | | | | 29,509,205 | |
|
| | | | Regional Malls – 1.2% | | | | |
| 362,200 | | | Glimcher Realty Trust, Series G | | | 9,341,138 | |
| 302,000 | | | Taubman Centers, Inc., Series G | | | 7,836,900 | |
| 155,100 | | | The Mills Corp. | | | 4,398,636 | |
|
| | | | | | | 21,576,674 | |
|
| | | | Shopping Centers – 0.3% | | | | |
| 215,000 | | | Cedar Shopping Centers, Inc. | | | 5,671,700 | |
|
| | | | Total Preferred Stock (cost $208,366,537) | | | 217,343,646 | |
|
| | | | Convertible Preferred Stock – 1.6% | | | | |
| | | | Real Estate Investment Trusts (“REIT”) – 1.6% | | | | |
| | | | United States – 1.6% | | | | |
| | | | Hotels – 1.2% | | | | |
| 870,000 | | | Felcor Lodging Trust, Inc., Series A | | | 22,063,200 | |
|
| | | | Shopping Centers – 0.4% | | | | |
| 200,000 | | | Ramco-Gershenson Properties Trust, Series C | | | 6,844,000 | |
|
| | | | Total Convertible Preferred Stock (cost $26,111,850) | | | 28,907,200 | |
|
|
| | | | Total Investments – 146.9% (cost $2,250,436,942) | | | 2,594,717,595 | |
| | | | Liabilities in Excess of Other Assets – (6.7%) | | | (118,918,320 | ) |
| | | | Preferred shares, at redemption value – (40.2%) | | | (710,000,000 | ) |
|
|
| | | | Net Assets Applicable to Common Shares – 100% (c) | | $ | 1,765,799,275 | |
|
| |
(a) | Non-income producing security. |
|
(b) | Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. At December 31, 2004, the security amounted to $1,794,377 or 0.1% of net assets. |
|
(c) | Portfolio percentages are calculated based on net assets applicable to Common Shares. |
See notes to financial statements.
Annual Report December 31, 2004 5
ING Clarion Global Real Estate Income Fund
Statement of Assets and Liabilities December 31, 2004
| | | | | | |
Assets | | | | |
| Investments, at value (cost $2,250,436,942) | | $ | 2,594,717,595 | |
| Foreign currency, at value (cost $311,888) | | | 383,903 | |
| Cash | | | 98,589 | |
| Receivable for investment securities sold | | | 118,505,358 | |
| Dividends and interest receivable | | | 15,538,370 | |
| Reclaims receivable | | | 274,020 | |
| Other assets | | | 137,676 | |
|
| | Total Assets | | | 2,729,655,511 | |
|
Liabilities | | | | |
| Payable for investment securities purchased | | | 165,986,060 | |
| Line of credit payable | | | 78,945,600 | |
| Unrealized depreciation on swap contracts | | | 5,231,609 | |
| Management fee payable | | | 1,261,631 | |
| Payable to advisor for offering costs | | | 1,054,217 | |
| Dividends payable – preferred shares | | | 398,660 | |
| Accrued expenses and other liabilities | | | 978,459 | |
|
| | Total Liabilities | | | 253,856,236 | |
|
Preferred Shares, at redemption value | | | | |
| $.001 par value per share; 28,400 Auction Preferred Shares authorized, issued and outstanding at $25,000 per share liquidation preference | | | 710,000,000 | |
|
Net Assets Applicable to Common Shares | | $ | 1,765,799,275 | |
|
Composition of Net Assets Applicable to Common Shares | | | | |
| Common Shares, $.001 par value per share; unlimited number of shares authorized, 101,161,287 shares issued and outstanding | | $ | 101,161 | |
| Additional paid-in capital | | | 1,439,197,738 | |
| Distributions in excess of net investment income | | | (17,056,942 | ) |
| Net realized gain on investments, swap contracts and foreign currency transactions | | | 4,511,349 | |
| Net unrealized appreciation on investments, swap contracts and foreign currency denominated assets and liabilities | | | 339,045,969 | |
|
Net Assets Applicable to Common Shares | | $ | 1,765,799,275 | |
|
Net Asset Value Applicable to Common Shares | | | | |
| | (based on 101,161,287 common shares outstanding) | | $ | 17.46 | |
|
See notes to financial statements.
6 Annual Report December 31, 2004
ING Clarion Global Real Estate Income Fund
Statement of Operations For the Period February 18, 2004* through December 31, 2004
| | | | | | | | | | |
Investment Income | | | | | | | | |
| Dividends (net of foreign withholding taxes of $4,747,677) | | $ | 95,074,105 | | | | | |
| Interest (net of foreign withholding taxes of $319,789) | | | 2,401,087 | | | | | |
| | | | |
| | Total Investment Income | | | | | | $ | 97,475,192 | |
|
Expenses | | | | | | | | |
| Management fees | | | 14,693,510 | | | | | |
| Interest expense on line of credit | | | 1,261,054 | | | | | |
| Auction agent fees – preferred shares | | | 1,153,408 | | | | | |
| Administration fees | | | 359,660 | | | | | |
| Custodian fees | | | 275,326 | | | | | |
| Transfer agent fees | | | 265,466 | | | | | |
| Printing fees | | | 150,001 | | | | | |
| Insurance fees | | | 134,582 | | | | | |
| Rating agency fees | | | 86,500 | | | | | |
| Legal fees | | | 50,001 | | | | | |
| Audit fees | | | 40,000 | | | | | |
| Trustees’ fees and expenses | | | 39,128 | | | | | |
| Organizational expenses | | | 35,000 | | | | | |
| AMEX listing fee | | | 9,805 | | | | | |
| Miscellaneous expenses | | | 10,000 | | | | | |
| | | | |
| | Total Expenses | | | | | | | 18,563,441 | |
| Management fee waived | | | | | | | (4,321,621 | ) |
|
| | Net Expenses | | | | | | | 14,241,820 | |
|
| | Net Investment Income | | | | | | | 83,233,372 | |
|
Net Realized and Unrealized Gain (Loss) on Investments, Swap Contracts and Foreign Currency Transactions | | | | | | | | |
| Net realized loss on: | | | | | | | | |
| | Investments | | | | | | | (4,475,819 | ) |
| | Swap contracts | | | | | | | (3,969,490 | ) |
| | Foreign currency transactions | | | | | | | (3,472,153 | ) |
|
| | | | | | | (11,917,462 | ) |
|
| Net unrealized appreciation/depreciation on: | | | | | | | | |
| | Investments | | | | | | | 344,280,653 | |
| | Swap contracts | | | | | | | (5,231,609 | ) |
| | Foreign currency denominated assets and liabilities | | | | | | | (3,075 | ) |
|
| | | | | | | 339,045,969 | |
|
| Net Gain on Investments, Swap Contracts and Foreign Currency Transactions | | | | | | | 327,128,507 | |
|
Dividends and Distributions on Preferred Shares from | | | | | | | | |
| Net investment income | | | | | | | (8,005,004 | ) |
|
Net Increase in Net Assets Applicable to Common Shares Resulting from Operations | | $ | 402,356,875 | |
|
| |
* | Commencement of operations. |
See notes to financial statements.
Annual Report December 31, 2004 7
ING Clarion Global Real Estate Income Fund
Statement of Changes in Net Assets Applicable to Common Shares
For the Period February 18, 2004* through December 31, 2004
| | | | | |
Change in Net Assets Applicable to Common Shares Resulting from Operations | | | | |
| Net investment income | | $ | 83,233,372 | |
| Net realized loss on investments, swap contracts and foreign currency transactions | | | (11,917,462 | ) |
| Net unrealized appreciation on investments, swap contracts and foreign currency denominated assets and liabilities | | | 339,045,969 | |
| Dividends and distributions on Preferred Shares from net investment income | | | (8,005,004 | ) |
|
| Net increase in net assets applicable to Common Shares resulting from operations | | | 402,356,875 | |
|
Dividends and Distributions on Common Shares | | | | |
| Net investment income | | | (75,856,499 | ) |
|
Capital Share Transactions | | | | |
| Net proceeds from the issuance of Common Shares | | | 1,437,274,404 | |
| Reinvestment of dividends | | | 2,024,495 | |
|
| Net increase from capital share transactions | | | 1,439,298,899 | |
|
| Net Increase in Net Assets | | | 1,765,799,275 | |
Net Assets Applicable to Common Shares | | | | |
| Beginning of period | | | — | |
|
| End of period (net of distributions in excess of net investment income of $17,056,942) | | $ | 1,765,799,275 | |
|
| |
* | Commencement of operations. |
See notes to financial statements.
8 Annual Report December 31, 2004
ING Clarion Global Real Estate Income Fund
Statement of Cash Flows For the Period February 18, 2004* through December 31, 2004
| | | | | | |
Cash Flows from Operating Activities: | | | | |
| Net increase in net assets applicable to Common Shares resulting from operations | | $ | 402,356,875 | |
|
Adjustments to Reconcile Net Increase in Net Assets Applicable to Common Shares Resulting From Operations to Net Cash Used in Operating and Investing Activities: | | | | |
| Increase in unrealized depreciation on swap contracts | | | 5,231,609 | |
| Net change in unrealized appreciation on investments | | | (344,280,653 | ) |
| Net accretion of bond discount and amortization of bond premium | | | (458,936 | ) |
| Net realized loss on investments | | | 4,475,819 | |
| Cost of long-term securities purchased | | | (2,670,640,301 | ) |
| Proceeds from sale of long-term securities | | | 415,723,173 | |
| Net sale of short-term securities | | | 463,303 | |
| Increase in foreign currency, at value | | | (383,903 | ) |
| Increase in receivable for investment securities sold | | | (118,505,358 | ) |
| Increase in dividends and interest receivable | | | (15,538,370 | ) |
| Increase in reclaims receivable | | | (274,020 | ) |
| Increase in other assets | | | (137,676 | ) |
| Increase in payable for investment securities purchased | | | 165,986,060 | |
| Increase in payable to advisor for offering costs | | | 1,054,217 | |
| Increase in management fee payable | | | 1,261,631 | |
| Increase in accrued expenses and other liabilities | | | 978,459 | |
|
| | Net Cash Used in Operating and Investing Activities | | | (2,152,688,071 | ) |
|
Cash Flows From Financing Activities: | | | | |
| Net proceeds from the issuance of Common Shares | | | 1,437,274,404 | |
| Reinvestment of dividends | | | 2,024,495 | |
| Cash distributions paid on Common Shares | | | (75,856,499 | ) |
| Cash received from issuance of Preferred Shares | | | 710,000,000 | |
| Increase in line of credit payable | | | 78,945,600 | |
| Increase in dividends payable — preferred shares | | | 398,660 | |
|
| | Net Cash Provided by Financing Activities | | | 2,152,786,660 | |
|
| Net increase in cash | | | 98,589 | |
Cash at Beginning of Period | | | — | |
|
Cash at End of Period | | $ | 98,589 | |
|
| |
* | Commencement of operations. |
See notes to financial statements.
Annual Report December 31, 2004 9
ING Clarion Global Real Estate Income Fund
Financial Highlights For the Period February 18, 2004(1) through December 31, 2004
| | | | | | |
Per share operating performance for a Common Share outstanding throughout the period | | | | |
|
Net asset value, beginning of period | | $ | 14.33 | (2) |
|
Income from investment operations | | | | |
| Net investment income(3) | | | 0.84 | |
| Net realized and unrealized gain on investments, swap contracts and foreign currency transactions | | | 3.12 | |
| Dividends and distributions on Preferred Shares from net investment income (common stock equivalent basis) | | | (0.08 | ) |
|
| | Total from investment operations | | | 3.88 | |
|
Dividends and distributions on Common Shares | | | | |
| Net investment income | | | (0.75 | ) |
|
| | Total dividends and distributions to Common Shareholders | | | (0.75 | ) |
|
Net asset value, end of period | | $ | 17.46 | |
|
Market value, end of period | | $ | 15.21 | |
|
Total investment return(4) | | | | |
Net asset value | | | 28.20 | % |
Market value | | | 7.16 | % |
Ratios and supplemental data | | | | |
Net assets, applicable to Common Shares, end of period (thousands) | | $ | 1,765,799 | |
Ratios to average net assets applicable to Common Shares of: | | | | |
| Net expenses, after fee waiver+ | | | 0.82 | %(5) |
| Net expenses, before fee waiver+ | | | 1.07 | %(5) |
| Net investment income, after preferred share dividends+ | | | 4.35 | %(5) |
| Preferred share dividends | | | 0.46 | %(5) |
| Net investment income, before preferred share dividends+ | | | 4.81 | %(5) |
Portfolio turnover rate | | | 21.54 | % |
Leverage analysis: | | | | |
| Preferred shares, at redemption value, ($25,000 per share liquidation preference) (thousands) | | $ | 710,000 | |
| Net asset coverage per share of preferred shares | | $ | 87,176 | |
| |
(1) | Commencement of operations. |
|
(2) | Net asset value at February 18, 2004. |
|
(3) | Based on average shares outstanding. |
|
(4) | Total investment return on net asset value is calculated assuming a purchase at the offering price of $15.00 (less $0.675 sales load) per share paid by the initial shareholder on the first day and a sale at net asset value on the last day of the period reported. Total investment return based upon market value is calculated assuming a purchase of Common Shares at the then-current market price of $15.00 on February 25, 2004 (initial public offering). Total investment return does not reflect brokerage commissions. A return calculated for a period of less than one year is not annualized. Dividends and distributions are assumed to be reinvested at the prices obtained under the Fund’s Dividend Reinvestment Plan. |
|
(5) | Annualized. |
| |
+ | Calculated on the basis of income and expenses applicable to both Common and Preferred Shares relative to the average net assets applicable to Common Shares. |
10 Annual Report December 31, 2004
ING Clarion Global Real Estate Income Fund
Notes to Financial Statements December 31, 2004
1. Fund Organization
ING Clarion Global Real Estate Income Fund (the “Trust”) is a non-diversified, closed-end management investment company that was organized as a Delaware statutory trust on November 6, 2003 under the Investment Company Act of 1940, as amended. ING Clarion Real Estate Securities, L.P. (the “Advisor”) is the Trust’s investment advisor. The Trust commenced operations on February 18, 2004.
2. Significant Accounting Policies
The following accounting policies are in accordance with U.S. generally accepted accounting principles and are consistently followed by the Trust.
Securities Valuation - The net asset value of the common shares of the Trust will be computed based upon the value of the Trust’s portfolio securities and other assets. The Trust calculates net asset value per common share by subtracting the Trust’s liabilities (including accrued expenses, dividends payable and any borrowings of the Trust) and the liquidation value of any outstanding preferred shares from the Trust’s total assets (the value of the securities the Trust holds, plus cash or other assets, including interest accrued but not yet received) and dividing the result by the total number of common shares of the Trust outstanding. Net asset value per common share will be determined as of the close of the regular trading session (usually 4:00 p.m., EST) on the New York Stock Exchange (“NYSE”) on each business day on which the NYSE is open for trading.
For purposes of determining the net asset value of the Trust, readily marketable portfolio assets traded principally on an exchange, or on a similar regulated market reporting contemporaneous transaction prices, are valued, except as indicated below, at the last sale price for such assets on such principal markets on the business day on which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. If no bid or asked prices are quoted on such day, then the security is valued by such method as the Trust’s board of trustees (the “Board”) shall determine in good faith to reflect its fair market value. Readily marketable assets not traded on such a market are valued at the current bid prices provided by dealers or other sources approved by the Board, including pricing services when such prices are believed by the Board to reflect the fair market value of such assets. The prices provided by a pricing service take into account institutional size trading in similar groups of assets and any developments related to specific assets. Foreign securities are valued based upon quotations from the primary market in which they are traded and are translated from the local currency into U.S. dollars using current exchange rates. In addition, if quotations are not readily available, or if the values have been materially affected by events occurring after the closing of a foreign market, assets may be valued by another method that the Board of Trustees believes accurately reflects fair value. Other assets are valued at fair value by or pursuant to guidelines approved by the Board.
Short-term securities, which mature in more than 60 days, are valued at current market quotations. Short-term securities, which mature in 60 days or less, are valued at amortized cost, which approximates market value.
Foreign Currency Translation – The books and records of the Trust are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:
| | |
| (i) | market value of investment securities, other assets and liabilities – at the current rates of exchange; |
| | |
| (ii) | purchases and sales of investment securities, income and expenses – at the rate of exchange prevailing on the respective dates of such transactions. |
Although the net assets of the Trust are presented at the foreign exchange rates and market values at the close of each fiscal period, the Trust does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term securities held at the end of the fiscal period. Similarly, the Trust does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of portfolio securities sold during the fiscal period. Accordingly, realized foreign currency gains or losses will be included in the reported net realized gains or losses on investment transactions.
Net realized gains or losses on foreign currency transactions represent net foreign exchange gains or losses from the holding of foreign currencies, currency gains or losses realized between the trade date and settlement date on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Trust’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains or losses from valuing foreign currency denominated assets or liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation on investments and foreign currencies.
Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of political or economic instability, or the level of governmental supervision and regulation of foreign securities markets.
Forward Exchange Currency Contracts – The Trust may enter into forward exchange currency contracts in order to hedge its exposure to changes in foreign currency exchange rates on it foreign portfolio holdings, to hedge certain firm purchase and sales commitments denominated in foreign currencies and for investment purposes. A forward exchange currency contract is a commitment to purchase or sell a foreign currency on a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contracts and the closing of such contracts would be included in net realized gain or loss on foreign currency transactions.
Annual Report December 31, 2004 11
ING Clarion Global Real Estate Income Fund Notes to Financial Statements continued
Fluctuations in the value of open forward exchange currency contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Trust.
The Trust’s custodian will place and maintain cash not available for investment or other liquid assets in a separate account of the Trust having a value at least equal to the aggregate amount of the Trust’s commitments under forward exchange currency contracts entered into with respect to position hedges.
Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars, reflects the total exposure the Trust has in that particular currency contract. As of December 31, 2004, the Trust did not hold any forward exchange currency contracts.
Securities Transactions and Investment Income - Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the basis of identified cost. Dividend income is recorded on the ex-dividend date. The portion of dividend attributable to the return of capital is recorded against the cost basis of the security. Withholding taxes on foreign dividends are recorded net of reclaimable amounts, at the time the related income is earned. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, including accretion of original issue discount, where applicable, and accretion of discount on short-term investments, is recorded on the accrual basis. Realized gains and losses from securities transactions are recorded on the basis of identified cost.
Swaps - The Trust may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Trust enters into interest rate swap agreements to manage its exposure to interest rate and credit risk. Interest rate swap agreements involve the exchange by the Trust with another party of their respective commitments to pay or receive interest. Dividends and interest on the securities in the swap are included in the value of the exchange. The swaps are valued daily at current market value and any unrealized gain or loss is included in the Statement of Assets and Liabilities. Gain or loss is realized on the termination date of the swap and is equal to the difference between the Trust’s basis in the swap and the proceeds of the closing transaction, including any fees. During the period that the swap agreement is open, the Trust may be subject to risk from the potential inability of the counterparty to meet the terms of the agreement. The swaps involve elements of both market and credit risk in excess of the amounts reflected on the Statements of Assets and Liabilities.
The Trust entered into interest rate swap agreements during the period ended December 31, 2004. Details of the swap agreements outstanding as of December 31, 2004 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | | Notional | | | | | | |
| | Termination | | Amount | | Fixed | | Floating | | Unrealized |
Counterparty | | Date | | (000) | | Rate | | Rate | | Depreciation |
|
|
|
Citigroup | | | 07/01/2007 | | | | $200,000 | | | | 3.68% | | | | 1 Month LIBOR | | | | $(1,213,698) | |
Royal Bank of Canada | | | 07/01/2009 | | | | 200,000 | | | | 4.32% | | | | 1 Month LIBOR | | | | (4,017,911) | |
| | | | | | | | | | | | | | | | | | |
| |
| | | | | | | | | | | | | | | | | | | $(5,231,609) | |
| | | | | | | | | | | | | | | | | | |
| |
For each swap noted, the Trust pays a fixed rate and receives a floating rate.
Dividends and Distributions to Shareholders – Dividends from net investment income, if any, are declared and paid on a monthly basis. Distributions from net realized capital gains, if any, are normally distributed in December. Income dividends and capital gain distributions to common shareholders are recorded on the ex-dividend date. To the extent the Trust’s net realized capital gains, if any, can be offset by capital loss carryforwards, it is the policy of the Trust not to distribute such gains.
The current monthly rate is $0.09375 per share. The Trust continues to evaluate its monthly distribution policy in light of ongoing economic and market conditions and may change the amount of the monthly distributions in the future. Effective January 2005, the monthly rate will be $0.105.
Use of Estimates – The preparation of financial statements, in conformity with U.S. generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Organizational and Offering Costs – Costs incurred in connection with the Trust’s organization and offering of its common shares will be borne by the Trust up to and including $0.03 per common share as of February 18, 2004. The Advisor has contractually agreed to pay all organizational and offering costs in excess of this amount. Organizational costs of approximately $35,000 were expensed by the Trust. Offering costs of approximately $2,585,596 incurred by the Trust in connection with the offering of its common and preferred shares were charged to paid-in capital upon the sale of those shares.
3. Concentration of Risk
Under normal market conditions, the Trust’s investments will be concentrated in income-producing common equity securities, preferred securities, convertible securities and non-convertible debt securities issued by companies deriving the majority of their revenue from the ownership, construction, financing, management and/or sale of commercial, industrial, and/or residential real estate. Values of the securities of such companies may fluctuate due to economic, legal, cultural, geopolitical or technological developments affecting various global real estate industries.
12 Annual Report December 31, 2004
ING Clarion Global Real Estate Income Fund Notes to Financial Statements continued
4. Investment Management Agreement and Other Agreements
Pursuant to an investment management agreement between the Advisor and the Trust, the Advisor is responsible for the daily management of the Trust’s portfolio of investments, which includes buying and selling securities for the Trust, as well as investment research. The Advisor will receive an annual fee from the Trust based on the average weekly value of the Trust’s managed assets, which includes the amount from the issuance of the preferred shares. The Trust pays for investment advisory services and facilities through a fee payable monthly in arrears at an annual rate equal to 0.85% of the average weekly value of the Trust’s managed assets plus certain direct and allocated expenses of the Advisor incurred on the Trust’s behalf. The Advisor has agreed to waive a portion of its management fee in the amount of 0.25% of the average weekly values of the Trust’s managed assets for the first five years of the Trust’s operations (through February, 2009), and for a declining amount for an additional four years (through February, 2013). During the period ended December 31, 2004, the Trust incurred management fees of $14,693,510, of which, $4,321,621 was waived by the Advisor.
The Trust has multiple service agreements with The Bank of New York (“BNY”). Under the servicing agreements, BNY will perform custodial, fund accounting, certain administrative services, and transfer agency services for the Trust. As custodian, BNY is responsible for the custody of the Trust’s assets. As administrator, BNY is responsible for maintaining the books and records of the Trust’s securities and cash. As transfer agent, BNY is responsible for performing transfer agency services for the Trust.
5. Portfolio Securities
For the period ended December 31, 2004, there were purchase and sale transactions (excluding short-term securities) of $2,670,640,301 and $415,723,173, respectively.
6. Federal Income Taxes
The Trust intends to elect to be, and qualify for treatment as, a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). A regulated investment company generally pays no federal income tax on the income and gains that it distributes. The Trust intends to meet the calendar year distribution requirements imposed by the Code to avoid the imposition of a 4% excise tax.
The Trust distinguishes between dividends on a tax basis and on a financial reporting basis and only distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital. Differences in the recognition or classification of income between the financial statements and tax earnings and profits which result in temporary over-distributions for financial statement purposes are classified as distributions in excess of net investment income or accumulated net realized gains in the components of net assets on the Statement of Assets and Liabilities.
In order to present paid-in capital in excess of par and accumulated net realized gains or losses on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to additional paid-in capital, undistributed net investment income and accumulated net realized gains or losses on investments. For the period ended December 31, 2004, the adjustments were to increase accumulated net realized gain on investments by $16,428,811 and decrease undistributed net investment income by $16,428,811 due to the difference in the treatment for book and tax purposes of certain investments.
Currency losses incurred after October 31 (“post-October” losses) within the taxable year are deemed to arise on the first business day of the Trust’s next taxable year. The Trust incurred and will elect to defer net currency losses during 2004 in the amount of $11,064.
Information on the tax components of net assets as of December 31, 12004 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Net Tax | | | | | | |
| | | | | | Net Tax | | Unrealized | | | | | | |
| | | | | | Unrealized | | Appreciation/ | | | | | | Undistributed |
Cost of | | | | | | Appreciation/ | | (Depreciation) on | | Undistributed | | | | Long-Term |
Investments | | Gross Tax | | Gross Tax | | (Depreciation) | | Swap Contracts | | Ordinary Income/ | | Other | | Gains/ |
for Tax | | Unrealized | | Unrealized | | on | | and | | (Accumulated | | Temporary | | (Accumulated |
Purposes | | Appreciation | | Depreciation | | Investments | | Foreign Currency | | Ordinary Loss) | | Differences | | Capital Loss) |
|
|
|
| $2,358,714,043 | | | | $239,471,563 | | | | $(3,468,011) | | | | $236,003,552 | | | | $(5,234,684) | | | | $91,332,931 | | | $ | (112,772 | ) | | | $4,511,349 | |
For the period ended December 31, 2004, the tax character of distributions paid of $83,861,503, as reflected in the Statement of Changes in Net Assets, was ordinary income.
7. Borrowings
The Trust intends to leverage through the issuance of preferred shares, and/or borrowings in an aggregate amount of approximately 35% of the Trust’s total assets to buy additional securities. The Trust may borrow from banks or other financial institutions. The use of preferred shares and other borrowing techniques to leverage the common shares can create risks.
The Trust has access to a secured line of credit up to $700,000,000 from BNY for borrowing purposes. Borrowings under this arrangement bear interest at the Federal funds rate plus 50 basis points. At December 31, 2004, there was an outstanding borrowing of $78,945,600 in connection with the Trust’s line of credit.
The average daily amount of borrowings during the period ended December 31, 2004 was $74,828,029, with a related weighted average interest rate of 2.18%. The maximum amount outstanding for the period ended December 31, 2004, was $463,367,900.
8. Capital
The Trust issued 90,000,000 shares of common stock in its initial public offering. These shares were all issued at $15.00. In connection with the initial public offering of the Trust’s common shares, the underwriters were granted an over-allotment option to purchase additional common shares at a price of $15.00 per common share. On March 12, 2004, the underwriters purchased 6,000,000 common shares of the Trust pursuant to the over-allotment option. On April 8, 2004, the underwriters purchased 5,000,000 additional common shares of the Trust pursuant to the over-allotment option. In connection with the Trust’s DRIP plan, the Trust issued 154,306 common shares during the
Annual Report December 31, 2004 13
ING Clarion Global Real Estate Income Fund Notes to Financial Statements continued
period. At December 31, 2004, the Trust had outstanding common shares of 101,161,287 with a par value of $0.001. The Advisor owned 6,981 shares of the common shares outstanding.
On February 26, 2004, the Board authorized the issuance of preferred shares, in addition to the existing common shares, as part of its leverage strategy. Preferred shares issued by the Trust have seniority over the common shares. The Trust has issued 4,000 shares of Preferred Shares Series T28A, 4,000 shares of Preferred Shares Series W28B, 4,000 shares of Preferred Shares Series T28C, 4,000 shares of Preferred Shares Series W28D, 6,200 shares of Preferred Shares Series T7 and 6,200 shares of Preferred Shares Series W7, each with a liquidation value of $25,000 per share plus accumulated and unpaid dividends. Dividends will be accumulated daily at an annual rate set through auction procedures. Distributions of net realized capital gains, if any, will be paid annually.
For the period ended December 31, 2004, the annualized dividend rates range from:
| | | | | | | | | | | | | | |
| | High | | Low | | At December 31, 2004 | | |
|
|
|
Series T28A | | | 2.40 | % | | | 1.25 | % | | | 2.40 | % | | |
Series W28B | | | 2.41 | | | | 1.25 | | | | 2.41 | | | |
Series T28C | | | 2.45 | | | | 1.25 | | | | 2.45 | | | |
Series W28D | | | 2.27 | | | | 1.25 | | | | 2.27 | | | |
Series T7 | | | 2.77 | | | | 1.20 | | | | 2.77 | | | |
Series W7 | | | 2.77 | | | | 1.25 | | | | 2.77 | | | |
|
The Trust is subject to certain limitations and restrictions while preferred shares are outstanding. Failure to comply with these limitations and restrictions could preclude the Trust from declaring any dividends or distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of preferred shares at their liquidation value.
The holders of preferred shares have voting rights equal to the holders of common shares (one vote per share) and will vote together with holders of common shares as a single class. However, holders of preferred shares, voting as a separate class, are also entitled to elect two Trustees. In addition, the Investment Company Act of 1940, as amended, requires that, along with approval by shareholders that might otherwise be required, the approval of the holders of a majority of any outstanding preferred shares, voting separately as a class, would be required to (a) adopt any plan of reorganization that would adversely affect the preferred shares, (b) change a Trust’s sub-classification as a closed-end investment company or change its fundamental investment restrictions and (c) change the nature of its business so as to cease to be an investment company.
9. Indemnifications
The Trust enters into contracts that contain a variety of indemnifications. The Trust’s maximum exposure under these arrangements is unknown. However, the Trust has not had prior claims or losses or current claims or losses pursuant to these contracts.
14 Annual Report December 31, 2004
ING Clarion Global Real Estate Income Fund
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Trustees of
ING Clarion Global Real Estate Income Fund
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We have audited the accompanying statement of assets and liabilities of the ING Clarion Global Real Estate Income Fund (“the Trust”), including the portfolio of investments, as of December 31, 2004, and the related statements of operations, changes in net assets, cash flows and the financial highlights for the period February 18, 2004 (commencement of operations) to December 31, 2004. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. | |
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We conducted our audit in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2004, by correspondence with the Trust’s custodian and brokers, or by other appropriate auditing procedures where replies from brokers were not received. We believe that our audit provides a reasonable basis for our opinion. | |
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In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Trust at December 31, 2004, the results of its operations and its cash flows, the changes in its net assets, and the financial highlights for the period February 18, 2004 to December 31, 2004, in conformity with U.S. generally accepted accounting principles. | |
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PHILADELPHIA, PENNSYLVANIA
February 11, 2005
Annual Report December 31, 2004 15
ING Clarion Global Real Estate Income Fund
Supplemental Information (Unaudited)
Federal Income Tax Information
Qualified dividend income of as much as $8,610,660 was received by the Trust through December 31, 2004. The Trust intends to designate the maximum amount of dividends that qualify for the reduced tax rate pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003.
For corporate shareholders, $212,017 of investment income qualified for the dividends-received deduction.
In January 2005, you will be advised on IRS Form 1099 DIV or substitute 1099 DIV as to the federal tax status of the distributions received by you in the calendar year 2004.
Trustees
The trustees of the ING Clarion Real Estate Income Fund and their principal occupations during the past five years:
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| | | | | | | | Number of | | |
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| | | | | | | | the Fund | | |
| | Term of Office | | | | Principal Occupations | | Complex | | Other Directorships |
| | and Length of | | | | During The Past | | Overseen | | held by |
Name and Age | | Time Served(1) | | Title | | Five Years | | by Trustee | | Trustee |
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Interested Trustees: | | | | | | | | | | |
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T. Ritson Ferguson* 259 N. Radnor-Chester Road Radnor, PA 19087 Age: 45 | | 1 year/since inception | | Trustee, President and Chief Executive Officer | | Managing Director and Chief Investment Officer of ING Clarion Real Estate Securities, L.P. since 1995. | | | 2 | | | |
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Jarrett B. Kling* 259 N. Radnor-Chester Road Radnor, PA 19087 Age: 60 | | 2 years/since inception | | Trustee | | Managing Director of ING Clarion Real Estate Securities, L.P., member of the Investment Advisory Committee of the TDH Group of venture funds. | | | 2 | | | Trustee of The Hirtle and Callaghan Trust; National Trustee of the Boys and Girls Clubs of America; Trustee, Old Mutual Advisor Funds. |
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Independent Trustees: | | | | | | | | | | |
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Asuka Nakahara 259 N. Radnor-Chester Road Radnor, PA 19087 Age: 47 | | 2 years/since inception | | Trustee | | Associate Director of the Zell-Lurie Real Estate Center at the Wharton School, University of Pennsylvania, since July 1999; Lecturer of Real Estate at the Wharton School, University of Pennsylvania; Chief Financial Officer of Trammell Crow Company from January 1, 1996 to December 31, 1999; Chief Knowledge Officer of Trammell Crow Company from September 1, 1998 to December 31, 1999. | | | 2 | | | Advisory board member of the HBS Club of Philadelphia and Freedoms Foundation; Trustee and Elder and Investment Committee member of Ardmore Presbyterian Church. |
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Frederick S. Hammer 259 N. Radnor-Chester Road Radnor, PA 19087 Age: 67 | | 1 year/since inception | | Trustee | | Co-Chairman of Inter-Atlantic Group since 1994 and a member of its investment committee; Co-Chairman of Guggenheim Securities Holdings, LLC from 2002 to 2003; non-executive. | | | 2 | | | Chairman of the Board of Annuity and Life Re (Holdings), Ltd.; Director on the Boards of Tri-Arc Financial Services, Inc. and Magellan Insurance Company Ltd. until 2004; former Director of Medallion Financial Corporation, IKON Office Solutions, Inc. and VISA International; trustee of the Madison Square Boys and Girls Club. |
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Richard L. Sutton 259 N. Radnor-Chester Road Radnor, PA 19087 Age: 68 | | 3 years/since inception | | Trustee | | Of Counsel, Morris, Nichols, Arsht & Tunnell, 2000 to present; Partner, Morris, Nichols, Arsht & Tunnel, 1966-2000. | | | 2 | | | Trustee of the Unidel Foundation, Inc. since 2000; Board of Directors of Wilmington Country Club 1999-2004, Grand Opera House, Inc., 1976-92, University of Delaware Library Associates, Inc. 1981-99, Wilmington Club 1987-2003, American Judicature Society 1995-99. |
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John R. Bartholdson 259 N. Radnor-Chester Road Radnor, PA 19087 Age: 60 | | 3 years/six months | | Trustee/Audit Committee Financial Expert | | Senior Vice President and CFO of Triumph Group, Inc., 1993- present. | | | 2 | | | Serves on the Board of PBHG Funds, Inc.; the Philadelphia/ Washington Advisory Board of FM Global; and Board of Old Mutual Advisor Funds. |
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(1) | After a trustee’s initial term, each trustee is expected to serve a three year term concurrent with the class of trustees for which he serves. Messrs. Ferguson and Hammer, as Class I trustees, are expected to stand for re-election at the Trust’s 2005 annual meeting of shareholders; Messrs. Kling and Nakahara, as Class II trustees, are expected to stand for re-election at the Trust’s 2006 annual meeting of shareholders; Mr. Sutton, as a Class III Trustee, is expected to stand for re-election at the Trust’s 2007 annual meeting of shareholders. |
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* | Messrs. Ferguson and Kling are deemed to be interested persons due to their position with the Advisor. |
16 Annual Report December 31, 2004
ING Clarion Global Real Estate Income Fund Supplemental Information continued
Additional Information
Additional information regarding the Trustees is available upon request, without charge, by calling the following toll-free telephone number: 1-888-711-4CRA.
The Trust has delegated the voting of the Trust’s voting securities to the Trust’s advisor and sub-advisor pursuant to the proxy voting policies and procedures of the advisor. You may obtain a copy of these policies and procedures by calling 1-888-711-4CRA. The policies may also be found on the web site of the Securities and Exchange Commission (http://www.sec.gov).
Information regarding how the Trust voted proxies for portfolio securities, if applicable, during the most recent 12-month period ended June 30, 2004, is also available, without charge and upon request by calling the Trust at 1-888-711-4CRA or by accessing the Trust’s Form N-PX on the Commission’s website at http://www.sec.gov.
The Trust files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Trust’s Form N-Q are available on the SEC website at http://www.sec.gov. The Trust’s Form N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.
Annual Report December 31, 2004 17
ING Clarion Global Real Estate Income Fund
Dividend Reinvestment Plan
Pursuant to the Trust’s Dividend Reinvestment Plan (the “Plan”), shareholders of the Trust are automatically enrolled, to have all distributions of dividends and capital gains reinvested by The Bank of New York (the “Plan Agent”) in the Trust’s shares pursuant to the Plan. You may elect not to participate in the Plan and to receive all dividends in cash by sending written instructions or by contacting The Bank of New York, as dividend disbursing agent, at the address set forth below. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by contacting the Plan Agent before the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Shareholders who do not participate in the Plan will receive all distributions in cash paid by check and mailed directly to the shareholders of record (or if the shares are held in street or other nominee name, then to the nominee) by the Plan Agent, which serves as agent for the shareholders in administering the Plan.
After the Trust declares a dividend or determines to make a capital gain distribution, the Plan Agent will acquire shares for the participants’ account, depending upon the circumstances described below, either (i) through receipt of unissued but authorized shares from the Trust (“newly issued shares”) or (ii) by open market purchases. If, on the dividend payment date, the NAV is equal to or less than the market price per share plus estimated brokerage commissions (such condition being referred to herein as “market premium”), the Plan Agent will invest the dividend amount in newly issued shares on behalf of the participants. The number of newly issued shares to be credited to each participant’s account will be determined by dividing the dollar amount of the dividend by the NAV on the date the shares are issued. However, if the NAV is less than 95% of the market price on the payment date, the dollar amount of the dividend will be divided by 95% of the market price on the payment date. If, on the dividend payment date, the NAV is greater than the market value per share plus estimated brokerage commissions (such condition being referred to herein as “market discount”), the Plan Agent will invest the dividend amount in shares acquired on behalf of the participants in open-market purchases.
The Plan Agent’s fees for the handling of the reinvestment of dividends and distributions will be paid by the Trust. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of dividends and distributions. The automatic reinvestment of dividends and distributions will not relieve participants of any Federal income tax that may be payable on such dividends or distributions.
The Trust reserves the right to amend or terminate the Plan. There is no direct service charge to participants in the Plan; however, the Trust reserves the right to amend the Plan to include a service charge payable by the participants. Participants that request a sale of shares through the Plan Agent are subject to a $2.50 sales fee and a $0.15 per share sold brokerage commission. All correspondence concerning the Plan should be directed to the Plan Agent at Two Hanson Place, Brooklyn, New York 11217; Attention: Irina Krylov, Phone number: (800) 433-8191.
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| ING Clarion Global Real Estate Income Fund |
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| Fund Information |
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| Board of Trustees |
| T. Ritson Ferguson |
| Jarrett B. Kling |
| Asuka Nakahara |
| Frederick S. Hammer |
| Richard L. Sutton |
| John Bartholdson |
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| Officers |
| T. Ritson Ferguson |
| President and |
| Chief Executive Officer |
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| Peter Zappulla |
| Treasurer and |
| Chief Financial Officer |
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| Heather Trudel |
| Secretary |
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| Investment Advisor |
| ING Clarion Real Estate Securities, L.P. |
| 259 N. Radnor-Chester Road |
| Radnor, PA 19087 |
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| Administrator, Custodian and |
| Transfer Agent |
| The Bank of New York |
| New York, New York |
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| Preferred Shares – Dividend Paying Agent |
| The Bank of New York |
| New York, New York |
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| Legal Counsel |
| Morgan, Lewis & Bockius, LLP |
| Washington, DC |
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| Independent Registered Public Accounting Firm |
| Ernst & Young LLP |
| Philadelphia, Pennsylvania |
Item 2. Code of Ethics.
(a) The Trust has adopted a code of ethics (the “Code of Ethics”) that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
(b) Not applicable.
(c) The Trust has not amended its Code of Ethics during the period covered by the shareholder report presented in Item 1 hereto.
(d) The Trust has not granted a waiver or an implicit waiver from a provision of its Code of Ethics.
(e) Not applicable.
(f) The Trust’s Code of Ethics is attached hereto as an exhibit.
Item 3. Audit Committee Financial Expert.
All of the members of the audit committee have the business and financial experience necessary to understand the fundamental financial statements of a closed-end, registered investment company; further, at least a majority of the committee’s members have past employment experience sufficient to render each of them “financially sophisticated”, within the meaning of the American Stock Exchange Company Guide (Section 121(B)) as in effect as of the date hereof. The Board further believes that it may be appropriate for a member of the audit committee to be an “audit committee financial expert” as that term is defined in Item 3 of Form N-CSR but has determined none of the individuals who serve on the audit committee or the board satisfy the criteria set forth therein. It is anticipated that the Board will periodically review this matter with a view towards considering the addition of such an individual.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed from the Trust’s fiscal period from February 18, 2004 (inception of the Trust) through December 31, 2004 for professional services rendered by the principal accountant for the audit of the Trust’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements are as follows:
2004: $82,500
(b) Audit-Related Fees. The aggregate fees billed from the Trust’s fiscal period from February 18, 2004 (inception of the Trust) through December 31, 2004 for professional services rendered for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the Trust’s financial statements and are not reported above in Item 4(a) are as follows:
2004: $0
(c) Tax Fees. The aggregate fees billed from the Trust’s fiscal period from February 18, 2004 (inception of the Trust) through December 31, 2004 for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning are as follows:
2004: $0
(d) All Other Fees. The aggregate fees billed from the Trust’s fiscal period from February 18, 2004 (inception of the Trust) through December 31, 2004 for products and services provided by the principal accountant, other than the services reported above in Items 4(a) through (c) are as follows:
2004: $0
(e) Audit Committee Pre-Approval Policies and Procedures.
(i) The Trust has policies and procedures (the “Policy”) for the pre-approval by the Trust’s Audit Committee of Audit, Audit-Related, Tax and Other Services (as each is defined in the Policy) provided by the Trust’s independent auditor (the “Independent Auditor”) to the Trust and other “Covered Entities” (as defined below). The term of any such pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. The amount of any such pre-approval is set forth in the appendices to the Policy (the “Service-Pre-Approval Documents”). At its first meeting of each calendar year, the Audit Committee will review and re-approve the Policy and approve or re-approve the Service Pre-Approval Documents for that year, together with any changes deemed necessary or desirable by the Audit Committee. The Audit Committee may, from time to time, modify the nature of the services pre-approved, the aggregate level of fees pre-approved or both.
For the Purposes of the Policy, “Covered Services” means (A) all engagements for audit and non-audit services to be provided by the Independent Auditor to the Trust and (B) all engagements for non-audit services related directly to the operations and financial reporting or the Trust to be provided by the Independent Auditor to any Covered Entity. “Covered Entities” means (1) ING Clarion Real Estate Securities, L.P. (the “Advisor”) or (2) any entity controlling, controlled by or under common control with the Advisor that provides ongoing services to the Trust.
Fee levels for all Covered Services to be provided by the Independent Auditor and pre-approved under this Policy will be established annually by the Audit Committee and set forth in the Service Pre-Approval Documents. Any increase in pre-approved fee levels will require specific pre-approval by the Audit Committee.
The terms and fees of the annual Audit services engagement for the Trust are subject to the specific pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions or fees resulting from changes in audit scope, Trust structure or other matters.
In addition to the annual Audit services engagement specifically approved by the Audit Committee, any other Audit services for the Trust not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee.
Requests or applications to provide Covered Services that require approval by the Audit Committee must be submitted to the Audit Committee by both the Independent Auditor and the Chief Financial Officer of the respective Covered Entity, and must include a joint statement as to whether, in their view, (a) the request or application is consistent with the rules of the Securities and Exchange Commission (“SEC”) on auditor independence and (b) the requested service is or is not a non-audit service prohibited by the SEC. A request or application submitted to the Audit Committee between scheduled meetings of the Audit Committee should include a discussion as to why approval is being sought prior to the next regularly scheduled meeting of the Audit Committee.
(ii) 100% of the services described in each of Items 4(b) through (d) were approved by the Trust’s audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) The percentage of hours expended on the principal accountant’s engagement to audit the Trust’s financial statements for the most recent fiscal year attributable to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.
(g) The aggregate non-audit fees billed by the Trust’s accountant for services rendered to the Trust, the Advisor or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Trust (except for any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) that for the period from February 18, 2004 (inception of the Trust) to December 31, 2004 are as follows:
2004: $40,600
(h) Not applicable.
Item 5. Audit Committee of Listed Registrants.
The Trust has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The audit committee of the Trust is comprised of: Frederick S. Hammer, Asuka Nakahara, Richard L. Sutton and John Bartholdson.
Item 6. Schedule of Investments.
The 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.
The Trust has delegated the voting of proxies relating to its voting securities to the Advisor, pursuant to the proxy voting procedures of the Advisor. The Advisor’s Proxy Voting Policies and Procedures are included as an exhibit hereto.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable until fiscal year ending December 31, 2005.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
None.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The Trust’s principal executive officer and principal financial officer have evaluated the Trust’s disclosure controls and procedures within 90 days of this filing and have concluded that the Trust’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the Trust in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The Trust’s principal executive officer and principal financial officer are aware of no changes in the Trust’s internal control over financial reporting that occurred during the Trust’s most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.
Item 12. Exhibits.
(a)(1) Code of Ethics.
(a)(2) Certification of chief executive officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(b) Certification of chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(c) Proxy Voting Policies and Procedures.
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.
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(Registrant) | ING Clarion Global Real Estate Income Fund | | |
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By: | | /s/ T. Ritson Ferguson | | |
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Name: | | T. Ritson Ferguson | | |
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Title: | | President and Chief Executive Officer | | |
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Date: | | March 7, 2005 | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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By: | | /s/ T. Ritson Ferguson | | |
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Name: | | T. Ritson Ferguson | | |
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Title: | | President and Chief Executive Officer | | |
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Date: | | March 7, 2005 | | |
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By: | | /s/ Peter Zappulla | | |
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Name: | | Peter Zappulla | | |
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Title: | | Treasurer and Chief Financial Officer | | |
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Date: | | March 7, 2005 | | |