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o Preliminary Proxy Statement | ||
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||
þ Definitive Proxy Statement | ||
o Definitive Additional Materials | ||
o Soliciting Material Under Rule 14a-12 |
þ | No fee required. |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
o | Fee paid previously with preliminary materials. |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
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1. | To elect two Trustees for each Trust, each to hold office for the term indicated in the attached Proxy Statement and until their successors shall have been elected and qualified. | |
2. | To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
ING Clarion Real Estate Income Fund | |
By Order of the Board of Trustees | |
ING Clarion Global Real Estate Income Fund | |
By Order of the Board of Trustees | |
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Heather Trudel, Secretary |
PROXY STATEMENT | ||||||||
GENERAL INFORMATION | ||||||||
THE PROPOSAL: TO ELECT TRUSTEES | ||||||||
ADDITIONAL INFORMATION | ||||||||
APPENDIX A | ||||||||
ANNEX A |
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Positions Held | Principal Occupation(s) | |||||
Name (Age) | with the Trusts | During the Past 5 Years | Other Directorships Held | |||
Interested Trustees | ||||||
* T. Ritson Ferguson (45) | Trustee, President and Chief Executive Officer | Managing Director and Chief Investment Officer of ING Clarion Real Estate Securities, L.P. since 1995. | None | |||
* Jarrett B. Kling (62) | Trustee | Managing Director of ING Clarion Real Estate Securities, L.P., member of the Investment Advisory Committee of the TDH Group of venture funds. | Trustee of The Hirtle and Callaghan Trust; National Trustee of the Boys and Girls Clubs of America; Trustee, Old Mutual Advisor Funds. |
* | “Interested person” of the Trusts as defined in the 1940 Act. Messrs. Ferguson and Kling are interested persons due to their employment with the Advisor. |
Position | Principal Occupation(s) | |||||
Name (Age) | with the Trusts | During the Past 5 Years | Other Directorships Held | |||
Independent Trustees | ||||||
Asuka Nakahara (49) | 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. | Advisory board member of the HBS Club of Philadelphia and Freedoms Foundation; Trustee and Elder and Investment Committee member of Ardmore Presbyterian Church. | |||
Frederick S. Hammer (68) | 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. | 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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Position | Principal Occupation(s) | |||||
Name (Age) | with the Trusts | During the Past 5 Years | Other Directorships Held | |||
Independent Trustees | ||||||
Richard L. Sutton (69) | Trustee | Of Counsel, Morris, Nichols, Arsht & Tunnell, 2000 to present; Partner, Morris, Nichols, Arsht & Tunnel, 1966-2000. | 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 1995-1999. | |||
John Bartholdson (60) | Trustee/Audit Committee Financial Expert | Senior Vice President and CFO of Triumph Group, Inc., 1993- present. | Serves on the Board of PBHG Funds, Inc.; the Philadelphia/Washington Advisory Board of FM Global; and Board of Old Mutual Advisor Funds. |
Principal Occupation(s) | ||||
Name (Age) | Position | During the Past 5 Years | ||
T. Ritson Ferguson | President and Chief Executive Officer | Managing Director and Chief Investment Officer of ING Clarion Real Estate Securities, L.P. (since 1995). | ||
Peter Zappulla (59) | Treasurer | Chief Financial Officer of ING Clarion Partners (since 1989). | ||
Heather Trudel (33) | Secretary | Senior Vice President of ING Clarion RES (since 1995). |
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• | The name of the shareholder and evidence of the person’s ownership of shares of the Trust for which the shareholder is recommending the nominee for the Board, including the number of shares owned and the length of time of ownership; and | |
• | The name of the candidate, the candidate’s resume or a listing of his or her qualifications to be a Trustee of the Trust and the nominee’s consent to be named as a Trustee if selected by the Nominating Committee and nominated by the Board. |
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Aggregate Dollar Range of | ||||||||||
Equity Securities in All Funds | ||||||||||
Dollar Range of | Overseen or to Be Overseen by | |||||||||
Equity Securities | Nominee in Family of | |||||||||
Name of Trustee | Name of Fund | in the Funds | Investment Companies* | |||||||
Interested Trustees | ||||||||||
T. Ritson Ferguson | Real Estate Income Fund | Over $100,000 | Over $100,000 | |||||||
Global Real Estate Income Fund | Over $100,000 | |||||||||
Jarrett B. Kling | Real Estate Income Fund | None | Over $100,000 | |||||||
Global Real Estate Income Fund | Over $100,000 | |||||||||
Independent Trustees | ||||||||||
Asuka Nakahara | Real Estate Income Fund | $10,001-$50,000 | $10,001-$50,000 | |||||||
Global Real Estate Income Fund | $10,001-$50,000 | |||||||||
Frederick S. Hammer | Real Estate Income Fund | None | None | |||||||
Global Real Estate Income Fund | None | |||||||||
Richard L. Sutton | Real Estate Income Fund | $1,000-$10,000 | $10,001-$50,000 | |||||||
Global Real Estate Income Fund | $1,000-$10,000 | |||||||||
John Bartholdson | Real Estate Income Fund | $10,001-$50,000 | $10,001-$50,000 | |||||||
Global Real Estate Income Fund | $10,001-$50,000 |
(*) | The “family of registered investment companies” includes the Real Estate Income Fund and Global Real Estate Income Fund. |
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Aggregate | Pension or | |||||||||||||||||||
Aggregate | Compensation | Retirement | Total | |||||||||||||||||
Compensation | from the | Benefits Accrued | Estimated Annual | Compensation | ||||||||||||||||
from the | Global Real | as Part of Company | Benefits upon | from the Funds | ||||||||||||||||
Name of Interested Trustee | Real Estate Fund | Estate Fund | Expenses | Retirement | and Fund Complex | |||||||||||||||
T. Ritson Ferguson | $ | 0 | $ | 0 | Not Applicable | Not Applicable | $ | 0 | ||||||||||||
Jarrett B. Kling | $ | 0 | $ | 0 | Not Applicable | Not Applicable | $ | 0 |
Aggregate | Pension or | |||||||||||||||||||
Aggregate | Compensation | Retirement | Total | |||||||||||||||||
Compensation | from the | Benefits Accrued | Estimated Annual | Compensation | ||||||||||||||||
from the | Global Real | as Part of Company | Benefits upon | from the Funds | ||||||||||||||||
Name of Independent Trustee | Real Estate Fund | Estate Fund | Expenses | Retirement | and Fund Complex | |||||||||||||||
Asuka Nakahara | $ | 10,000 | $ | 10,000 | Not Applicable | Not Applicable | $ | 20,000 | ||||||||||||
Frederick S. Hammer | $ | 10,000 | $ | 10,000 | Not Applicable | Not Applicable | $ | 20,000 | ||||||||||||
Richard L. Sutton | $ | 10,000 | $ | 10,000 | Not Applicable | Not Applicable | $ | 20,000 | ||||||||||||
John Bartholdson(1) | $ | 4,500 | $ | 4,500 | Not Applicable | Not Applicable | $ | 9,000 |
(1) | Reflects compensation paid to Mr. Bartholdson beginning on August 23, 2004, the date he was appointed to the Board. |
Real Estate Income Fund |
Global Real Estate Income Fund |
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Real Estate Income Fund |
Global Real Estate Income Fund |
Real Estate Income Fund |
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Global Real Estate Income Fund |
Real Estate Income Fund |
Global Real Estate Income Fund |
Real Estate Income Fund |
Global Real Estate Income Fund |
Real Estate Income Fund |
Global Real Estate Income Fund |
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ING Clarion Real Estate Income Fund | |
By Order of the Board of Trustees | |
ING Clarion Global Real Estate Income Fund | |
By Order of the Board of Trustees | |
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T. Ritson Ferguson | |
Chairman and President |
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(a) | Oversight of the Auditor’s Engagement/ Independence |
(A) the Independent Auditor’s internal quality-control procedures; and | |
(B) any material issues raised by the most recent internal quality-control review, or peer review, of the Independent Auditor, or by any inquiry or investigation by any governmental or professional authority, within the preceding five years, respecting one or more independent audits carried out by the Independent Auditor, and any steps taken to deal with any such issues; |
(A) actively engaging in a dialogue with the Independent Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the Independent Auditor, and taking appropriate action to satisfy itself of the auditor’s independence; |
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(B) monitoring compliance by the Independent Auditor with the audit partner rotation requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder; | |
(C) monitoring compliance by the Trust, ING Clarion and the Independent Auditor with the employee conflict of interest requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder; and | |
(D) considering whether there should be a regular rotation of the Independent Auditor; and |
(b) | Oversight of the Audit |
(A) all critical accounting policies and practices used; | |
(B) all alternative treatments within United States Generally Accepted Accounting Principles for policies and practices related to material items that have been discussed with management of the Trust, including (1) ramifications of the use of such alternative disclosures and treatments, and (2) the treatment preferred by the Independent Auditor; and | |
(C) other material written communications between the Independent Auditor and management of the Trust, such as any management letter or schedule of unadjusted differences; |
(A) the Trust’s annual audited financial statements and interim financial statements, and any major issues related thereto; | |
(B) critical accounting policies and such other accounting policies of the Trust as are deemed appropriate for review by the Audit Committee prior to any interim or year-end filings with the SEC or other regulatory body, including any financial reporting issues which could have a material impact on the Trust’s financial statements; and | |
(C) the effect of regulatory, accounting and financial reporting initiatives on the financial statements of the Trust; |
(A) any accounting adjustments that were noted or proposed by the Independent Auditor but were rejected by management (as immaterial or otherwise); | |
(B) any communications between the audit team and the Independent Auditor’s national office respecting auditing or accounting issues presented by the engagement; and | |
(C) any “management” or “internal control” letter issued, or proposed to be issued, by the Independent Auditor to the Trust; |
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(c) | Oversight of Internal Audit Function and Controls and Procedures |
(A) all significant deficiencies in the design or operation of internal controls of the Trust, any entity in the investment company complex (as such term is defined in Regulation S-X promulgated by the SEC) that is responsible for the financial reporting or operations of the Trust (the “Related Entities”), or, to the knowledge of such persons, other service providers, which could adversely affect the Trust’s ability to record, process, summarize, and report financial data, including any material weaknesses in internal controls identified by the Independent Auditor; | |
(B) any fraud, whether or not material, that involves management or other employees of the Trust, the Related Entities, or, to the knowledge of such persons, other service providers to the Trust who have a significant role in the Trust’s internal controls; and | |
(C) any significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses related to the Trust, the Related Entities, or, to the knowledge of such persons, other service providers to the Trust. |
(d) | Compliance |
(e) | Miscellaneous |
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• | planning or conducting the audit or for determining whether the Trust’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles; | |
• | determining whether the Form N-CSR filed by the Trust with the SEC contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report; | |
• | determining whether the Trust’s financial statements and other financial information included in the Form N-CSR fairly present in all material respects the financial condition, results of operations, |
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changes in net assets and cash flows of the Trust as of, and for, the periods presented in the Form N-CSR; or | ||
• | establishing, designing or maintaining disclosure controls and procedures for the Trust. |
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ING CLARION REAL ESTATE INCOME FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of common shares and/or preferred shares of ING Clarion Real Estate Income Fund, a Delaware statutory trust (the “Fund”), hereby appoints T. Ritson Ferguson, Peter Zappulla and Heather A. Trudel, attorneys and proxies for the undersigned, with full powers of substitution and revocation to represent the undersigned and to vote on behalf of the undersigned all common shares and/or preferred shares that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund (the “Meeting”) to be held at the offices of ING Clarion Real Estate Securities, L.P., 259 North Radnor Chester Road, Second Floor, Radnor, Pennsylvania 19087 on July 6, 2005 at 2:00 p.m. (Eastern time), and any adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS TRUSTEES. Please refer to the Proxy Statement for a discussion of the Proposal.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
AGAINST | FOR ALL | ABSTAIN | ||||||
PROPOSAL | FOR ALL | ALL | EXCEPT* | ALL | ||||
To elect Trustees: | ||||||||
Real Estate Income Fund — Class II Trustees | ||||||||
(1) Jarrett B. Kling | o | o | o | o | ||||
(2) Asuka Nakahara | o | o | o | o | ||||
*Instruction: To withhold authority to vote for any Nominee, mark “FOR ALL EXCEPT” and write the number(s) of the Nominee(s) on the line below. | ||||||||
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Your signature(s) on this proxy should be exactly as your name or names appear on this proxy. If signing is by attorney, executor, administrator, trustee or guardian, please print your full title below your signature.
Dated: , 2005
Signature | Signature |
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN PERSON IF YOU DO ATTEND.
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ING CLARION GLOBAL REAL ESTATE INCOME FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of common shares and/or preferred shares of ING Clarion Global Real Estate Income Fund, a Delaware statutory trust (the “Fund”), hereby appoints T. Ritson Ferguson, Peter Zappulla and Heather A. Trudel, attorneys and proxies for the undersigned, with full powers of substitution and revocation to represent the undersigned and to vote on behalf of the undersigned all common shares and/or preferred shares that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund (the “Meeting”) to be held at the offices of ING Clarion Real Estate Securities, L.P., 259 North Radnor Chester Road, Second Floor, Radnor, Pennsylvania 19087 on July 6, 2005 at 2:00 p.m. (Eastern time), and any adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS TRUSTEES. Please refer to the Proxy Statement for a discussion of the Proposal.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
AGAINST | FOR ALL | |||||||
PROPOSAL | FOR ALL | ALL | EXCEPT* | ABSTAIN ALL | ||||
To elect Trustees: | ||||||||
Global Real Estate Income Fund — Class I Trustees | ||||||||
(1) T. Ritson Ferguson | o | o | o | o | ||||
(2) Frederick Hammer | o | o | o | o | ||||
*Instruction: To withhold authority to vote for any Nominee, mark “FOR ALL EXCEPT” and write the number(s) of the Nominee(s) on the line below. | ||||||||
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Your signature(s) on this proxy should be exactly as your name or names appear on this proxy. If signing is by attorney, executor, administrator, trustee or guardian, please print your full title below your signature.
Dated: , 2005
Signature | Signature |
PLEASE DATE, SIGN AND RETURN PROMPTLY USING THE ENCLOSED, POSTAGE-PAID ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING; YOU MAY, NEVERTHELESS, VOTE IN PERSON IF YOU DO ATTEND.