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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-22004
ING Asia Pacific High Dividend Equity Income Fund
(Exact name of registrant as specified in charter)
| | | |
| 7337 E. Doubletree Ranch Rd., Scottsdale, AZ | | 85258 |
| (Address of principal executive offices) | | (Zip code) |
Huey P. Falgout, Jr., 7337 Doubletree Ranch Rd. Scottsdale, AZ 85258
(Name and address of agent for service)
Registrant’s telephone number, including area code: 1-800-992-0180
| | | |
| Date of fiscal year end: | | February 28 |
| | | |
| Date of reporting period: | | August 31, 2008 |
Semi-Annual Report
August 31, 2008
ING Asia Pacific High Dividend Equity Income Fund
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This report is submitted for general information to shareholders of the ING Funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds’ investment objectives, risks, charges, expenses and other information. This information should be read carefully.
FUNDS
TABLE OF CONTENTS
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PROXY VOTING INFORMATION
A description of the policies and procedures that the Fund uses to determine how to vote proxies related to portfolio securities is available (1) without charge, upon request, by calling Shareholder Services toll-free at (800) 992-0180; (2) on the Fund’s website at www.ingfunds.com and (3) on the SEC’s website at www.sec.gov. Information regarding how the Fund voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Fund’s website at www.ingfunds.com and on the SEC’s website at www.sec.gov.
QUARTERLY PORTFOLIO HOLDINGS
The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330; and is available upon request from the Fund by calling Shareholder Services toll-free at (800) 992-0180.
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PRESIDENT’S LETTER
Dear Shareholder,
ING Asia Pacific High Dividend Equity Income Fund (the “Fund”) is a non-diversified, closed-end management investment company whose shares are traded on the New York Stock Exchange under the symbol “IAE.” The Fund’s investment objective is total return through a combination of current income, realized capital gains and capital appreciation.
The Fund seeks to achieve its investment objective by investing primarily in a portfolio of high dividend yielding equity securities of Asia Pacific companies. The Fund also seeks to enhance total returns over a market cycle by selling call options on selected Asia Pacific Indices.
For the six-month period ended August 31, 2008, the Fund made total quarterly distributions of $1.00 per share including a return of capital of $0.45 per share.
Based on net asset value (“NAV”), the Fund had a total return of (9.28)% for the six-month period.(1) This NAV return reflects a decrease in its NAV from $22.99 on February 29, 2008 to $19.86 on August 31, 2008, plus the reinvestment of $1.00 per share in distributions. Based on its share price as of August 31, 2008, the Fund provided a total return of (9.58)% for the six-month period.(2) This share price return reflects a decrease in its share price from $20.65 on February 29, 2008 to $17.78 on August 31, 2008, plus the reinvestment of $1.00 per share in distributions.
The global equity markets have witnessed a challenging and turbulent period. Please read the Market Perspective and Portfolio Managers’ Report for more information on the market and the Fund’s performance.
At ING Funds our mission is to set the standard in helping our clients manage their financial future. We seek to assist you and your financial advisor by offering a range of global investment solutions. We invite you to visit our website at www.ingfunds.com. Here you will find information on our products and services, including current market data and fund statistics on our open- and closed-end funds. You will see that we offer a broad variety of equity, fixed income and multi-asset funds that aim to fulfill a variety of investor needs.
We thank you for trusting ING Funds with your investment assets, and we look forward to serving you in the months and years ahead.
Sincerely,
Shaun P. Mathews
President
ING Funds
October 10, 2008
The views expressed in the President’s Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and ING Funds disclaims any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for an ING Fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any ING Fund. Reference to specific company securities should not be construed as recommendations or investment advice. International investing does pose special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.
For more complete information, or to obtain a prospectus for any ING fund, please call your Investment Professional or the Fund’s Shareholder Service Department at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the fund. Check with your Investment Professional to determine which funds are available for sale within their firm. Not all funds are available for sale at all firms.
(1) Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the dividend reinvestment plan.
(2) Total investment return at market value measures the change in the market value of your investment assuming reinvestment of dividends, capital gain distributions, and return of capital distributions/allocations, if any, in accordance with the provisions of the Fund’s dividend reinvestment plan.
1
Market Perspective: Six Months Ended August 31, 2008
Our new fiscal year carried on where the previous one left off, as mutually reinforcing financial dislocation and economic weakness continued to drive investors from risk assets, with volatility as the norm. Global equities in the form of the Morgan Stanley Capital International (“MSCI”) World® Index(1) measured in local currencies, including net reinvested dividends (“MSCI” for regions discussed below) fell 3.8% for the six months ended August 31, 2008. In currencies the dollar at first continued its weakening trend against the euro. But the tide turned in mid-July and for the whole six months the dollar strengthened by 3.1% against the euro. The dollar gained 2.5% on the yen, and in its biggest move, gained 8.9% against the pound.
In some ways March symbolized these turbulent times with its mixture of crisis, remedy and apparent relief. Bear Stearns, an investment bank near the eye of the storm, was laid low in days by self-fulfilling rumors of insolvency due to liquidity problems. The Federal Reserve Board (the “Fed”), which had been reducing rates since August, then cut the discount rate further, by 100 basis points to 2.5% and the federal funds rate by 75 basis points to 2.25%, and followed this up by opening the discount window to other primary dealers.
For a while investors seemed to think the worst had passed. After five consecutive months of loss through March, stock markets rose strongly from mid-March lows, sustained by another federal funds rate cut of 0.25%. But by mid-May, it was obvious that the problems had not gone away and global equities resumed a downward path.
The housing market continued its inexorable march down. The now popular Standard & Poor’s (“S&P”)/Case-Shiller National U.S. Home Price Index(2) of house prices in 20 major cities fell 15.4% year-over-year in the second quarter. Single family housing starts were at the lowest level since 1991, and one-third of existing home sales were distressed. Banks continued to restrict credit and 30-year fixed mortgage rates reached a six-year high.
By August, payrolls had declined for seven consecutive months and the unemployment rate rose to 5.7% from 4.9% in February. Gross Domestic Product (“GDP”) growth was finalized at just 0.96% annualized for the first quarter. There was improvement to 3.3% for the second quarter, but this was after a massive, temporary fiscal stimulus.
There was more trouble in the financial sector. Lehman Brothers, Merrill Lynch and huge global insurer AIG declared losses in the billions, directly or indirectly due to mortgage write downs. But the most attention was directed at the government sponsored mortgage lending agencies known as the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Corporation (“Freddie Mac”). Lightly capitalized for their trillions in liabilities, they were, by any rational assessment, insolvent. The systemic risk to the broader economy was obvious and finally Treasury Secretary Paulson was given authorization to buy stock in and lend to the agencies. But as August ended, with their stock prices down 90% in 2008, there was a sense of foreboding that the game was up for Fannie Mae and Freddie Mac, among others.
In US fixed income markets, the Treasury yield curve steepened as the market sought the safety of Treasury Bills, while longer term yields were supported by headline consumer price index inflation of 5.0% and the prospect of increasing calls on the public purse. For the six-months through August 31, 2008, the Lehman Brothers® Aggregate Bond (“LBAB”) Index(3)of investment grade bonds rose just 0.18%, and the Lehman Brothers® High Yield Bond — 2% Issuer Constrained Composite Index(4) returned 0.74%.
U.S. equities, represented by the S&P 500® Composite Stock Price (“S&P 500® ”) Index(5) including dividends, returned (2.6)% in the six months through August 31, 2008, supported to some extent by sharply falling oil prices after peaking in mid-July at nearly $150 per barrel. Profits for S&P 500® companies suffered their fourth straight quarter of decline, led down by the financials sector, which contributed a net loss. It was not just financials that were in the news, however. The domestic automakers were facing the perfect storm of rising gasoline prices driving customers from high margin SUVs and pick-up trucks, a slowing economy and sagging consumer confidence, at the same time as credit conditions were getting tighter. General Motors’ stock price traded at a 54-year low at one point, while Ford incurred a record loss of $8.7 billion in the second quarter.
In international markets, the MSCI Japan® Index(6) fell 4.9% for the six-month period. The export dependent economy suffered from slowing global demand, while high energy prices and political deadlock sapped domestic confidence. The longest postwar expansion
2
Market Perspective: Six Months Ended August 31, 2008
came to an end as the first quarterly drop in exports for three years led to a decline in GDP of 0.6% in the second quarter of 2008. The MSCI Europe ex UK® Index(7) slumped 7.2% in the same period, beset by sharply falling economic activity and a European Central Bank that actually raised interest rates in July as consumer price inflation, driven by food and energy, surged to 4.0%, a 16-year high. First quarter GDP growth was actually reported at 0.8%. But soon business and consumer confidence sagged to five-year lows as banks continued to write down asset-backed securities in huge volumes and toughened credit standards. With purchasing managers’ indices in contraction territory, second quarter GDP fell 0.2%. In the UK, the MSCI UK® Index(8) slipped 1.8%, supported by large, out performing energy and staples sectors. As in Continental Europe, lenders were tightening their rules, mortgage approvals were at the lowest since record-keeping began, and house price declines were accelerating. GDP growth evaporated, and the economy fell flat in the second quarter. The Bank of England cut rates, by 0.25% to 5.0%, but with inflation now up to 4.4% it was clear that the Bank was out of ammunition.
| |
| (1) | The MSCI World® Index is an unmanaged index that measures the performance of over 1,400 securities listed on exchanges in the U.S., Europe, Canada, Australia, New Zealand and the Far East. |
| |
| (2) | The S&P/Case-Shiller National U.S. Home Price Index tracks the value of single-family housing within the United States. The index is a composite of single-family home price indices for the nine U.S. Census divisions and is calculated quarterly. |
| |
| (3) | The LBAB Index is an unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities. |
| |
| (4) | The Lehman Brothers® High Yield Bond — 2% Issuer Constrained Composite Index is an unmanaged index that measures the performance of fixed-income securities. |
| |
| (5) | The S&P 500® Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets. |
| |
| (6) | The MSCI Japan® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan. |
| |
| (7) | The MSCI Europe ex UK® Index is a free float adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK. |
| |
| (8) | The MSCI UK® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in the UK. |
All indices are unmanaged and investors cannot invest directly in an index.
Past performance does not guarantee future results. The performance quoted represents past performance. Investment return and principal value of an investment will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The Fund’s performance is subject to change since the period’s end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.ingfunds.com to obtain performance data current to the most recent month end.
Market Perspective reflects the views of ING’s Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.
3
ING Asia Pacific High Dividend Equity Income Fund
Portfolio Managers’ Report
Country Allocation
as of August 31, 2008
(as a percent of net assets)
Portfolio holdings are subject to change daily.
ING Asia Pacific High Dividend Equity Income Fund (the “Fund”) is a non-diversified, closed-end fund with the investment objective of total return through a combination of current income, realized capital gains and capital appreciation.
The Fund seeks to achieve its investment objective by investing primarily in a portfolio of high dividend yielding equity securities of Asia Pacific Companies(1), which are selected by one of the Fund’s sub-advisers(2) according to a combination of quantitative and fundamental criteria. The Fund also seeks to enhance returns over a market cycle by selling call options on selected Asia Pacific Indices and/or equity securities of Asia Pacific companies.
The Fund is managed by Nicholas Toovey, Teik Cheah, Bratin Sanyal and Barbara Chan, Portfolio Managers, of ING Investment Management Asia/Pacific (Hong Kong) Limited; and Bas Peeters, Frank van Etten and Willem van Dommelen, Portfolio Managers of ING Investment Management Advisors B.V.
Equity Portfolio Construction: The Fund uses an initial screening process to select potential stocks for the portfolio from the broader universe:
| |
| 1) | An attractive dividend yield (currently above 2.5%) |
| |
| 2) | Sufficient market capitalization |
| |
| 3) | Sufficient liquidity of equity securities |
| |
| 4) | The sub-adviser then uses an internally developed quantitative model to identify the most attractive candidates, which will undergo further review by the team’s fundamental analysts before inclusion in the portfolio |
| |
| 5) | Under normal market conditions, the Fund invests in 75 to 110 dividend producing equity securities of Asia Pacific companies |
| |
| 6) | The Fund employs a strategy of writing call options on selected Asia Pacific indices and/or equity securities of Asia Pacific companies, with the underlying value of such calls representing 0% to 50% of the value of its holdings in equity securities |
Performance: Based on NAV, the Fund returned (9.28)% for the six-month period. This NAV return reflects a decrease in its NAV from $22.99 on February 29, 2008 to $19.86 on August 31, 2008, plus the reinvestment of $1.00 per share in distributions.
Based on its share price as of August 31, 2008, the Fund provided a total return of (9.58)% for the six-month period.
This share price return reflects a decrease in its share price from $20.65 on February 29, 2008 to $17.78 on August 31, 2008, plus the reinvestment of $1.00 per share in distributions. The MSCI AC Asia Pacific ex-Japan Index (a market weighted equity index without any style tilt and without call option writing) returned (18.21)% for the six-month period.
| |
| (1) | Asia Pacific companies are companies that are listed and traded principally on Asia Pacific exchanges, including Australia, China, Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Philippines, Singapore, South Korea, Taiwan and Thailand. |
| |
| (2) | ING Investments, LLC is the Fund’s investment adviser. ING Investment Management Asia/Pacific (Hong Kong) Limited and ING Investment Management Advisors B.V. are the Fund’s sub-advisers. ING Investment Management Asia/Pacific (Hong Kong) Limited is the sub-adviser responsible for implementing the overall investment strategy, while ING Investment Management Advisors B.V. is the sub-adviser responsible for structuring and implementing the Fund’s sale of call options. |
Top Ten Holdings
as of August 31, 2008
(as a percent of net assets)
| | | | | |
| KT&G Corp. | | | 1.8 | % |
| Macquarie Airports Management Ltd. | | | 1.7 | % |
| HongKong Electric Holdings | | | 1.7 | % |
| Acer, Inc. | | | 1.6 | % |
| Oil & Natural Gas Corp., Ltd. | | | 1.6 | % |
| Hang Seng Bank Ltd. | | | 1.5 | % |
| Taiwan Semiconductor Manufacturing Co., Ltd. | | | 1.5 | % |
| Singapore Press Holdings Ltd. | | | 1.5 | % |
| China Petroleum & Chemical Corp. | | | 1.4 | % |
| CLP Holdings Ltd. | | | 1.4 | % |
Portfolio holdings are subject to change daily.
4
ING Asia Pacific High Dividend Equity Income Fund
Portfolio Managers’ Report
During the period, the Fund made two quarterly distributions of $0.50 per share including a return of capital of $0.45 per share. As of August 31, 2008, the Fund had 12,255,800 shares outstanding.
Market Review: The equity portfolio of the Fund uses the MSCI All Country Asia Pacific ex-Japan total return index as reference index to reflect the strategic emphasis of the Fund. The index returned (18.21)% during the six-month period. During this reporting period, equity markets experienced three phases: firstly, a downturn in the first month of the reporting period; secondly, a bear market rally in April; and thirdly, a four month losing streak.
The volatility of the markets during this period was due to a number of factors, including concerns on financials, global growth, and inflation. Although financials in Asia had limited exposure to sub-prime problems in the U.S., the deterioration of the U.S. financial system evidenced from Bear Stearns, Freddie Mac, Fannie Mae and growing concerns about Lehman Brothers, brought about risk aversion in various asset classes and in different geographies including Asia. Whilst Asia continues to have the highest gross domestic product (“GDP”) growth in comparison to other major regions, there was growing concern about the impact of a slowing global economy on Asia’s exports. As a result, Asia was also not spared from the global sell off in equities. On the inflation front, a number of countries reported higher than expected inflation numbers. However, with a decline in commodity and oil prices from July 2008, there are indications that an upward pressure on inflation is receding, or has arguably peaked, for a number of oil-sensitive countries in Asia.
Equity Portfolio: The Fund significantly outperformed the MSCI Asia Pacific ex-Japan Index during the reported period. The underlying equity portfolio’s relative outperformance was due to a number of reasons. In terms of country positioning, positive contributions came from our underweight in India and Korea (which were the two worst performers), and overweight in Singapore (which was a strong relative performer). In terms of sector positioning, the portfolio was underweight Industrials and Materials. These two sectors were some of the worst relative performers during the six-month period. Finally, in terms of our bottom up stock selection process, the value biased high dividend approach, which is designed to dampen volatility versus the broader market across an investment cycle, outperformed. The high dividend investment approach provided a defense against the falling equity prices, during this six-month period.
Option Portfolio: The Fund generates premiums and seeks gains by writing (selling) call options on a basket of international indices on a portion of the equity portfolio’s value. At-the-money and near-the-money call options were sold on the Australia (ASX), Hong Kong (Hang Seng), Korea (KOSPI) and Taiwan (TWSE) indices. The Fund implemented the option overlay strategy on the over-the-counter market as opposed to the listed market in order to enable the Fund to benefit from better flexibility and liquidity. The coverage ratio was kept low and stable at around 17.5% to 25% of the total Fund value. Options are generally sold at-the-money, having a maturity in the range of 4 to 5 weeks. Equity markets generally fell during five of the six months, as a result, call options generally expired out-of-the-money and the premiums the Fund collected exceeded the amounts paid out.
Current Strategy & Outlook: We are cautiously optimistic on Asia Pacific equities in the medium term. With a long-term horizon though, we see opportunities in investing in the Asia Pacific region. GDP growth for Asia Pacific ex Japan, even with downward revised estimates, continues to be higher than other major regions in the world. We are also seeing more Asian companies having attractive and sustainable dividend yields, especially after the recent market price correction. As for inflation, although inflation remains at high levels, it has arguably peaked for a number of oil-sensitive countries in Asia due to lower crude oil prices. From a valuation perspective, the Asia Pacific region trades at approximately a forward price-to-earnings (“P/E”) ratio of 10 times, an attractive level compared to the 5 year average of 13 times and recent peak of 17 times in late October 2007. In the case of our options portfolio, continued elevated market volatility is expected to benefit the level of call premiums the Fund should receive. With higher volatility, the Fund is able to achieve a low coverage ratio, and so this allows a greater participation in the upside potential of the Asia Pacific region when markets eventually recover.
Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics.
5
| | | | | |
ASSETS: | | | | |
| Investments in securities at value* | | $ | 235,186,706 | |
| Cash | | | 6,829,015 | |
| Foreign currencies at value** | | | 1,745,532 | |
| Dividends and interest receivable | | | 1,071,971 | |
| Prepaid expenses | | | 2,406 | |
| | | | | |
| Total assets | | | 244,835,630 | |
| | | | | |
| | | | | |
LIABILITIES: | | | | |
| Payable to affiliates | | | 251,405 | |
| Payable for trustee fees | | | 19,397 | |
| Other accrued expenses and liabilities | | | 141,159 | |
| Written options*** | | | 1,017,259 | |
| | | | | |
| Total liabilities | | | 1,429,220 | |
| | | | | |
NET ASSETS (equivalent to $19.86 per share on 12,255,800 shares outstanding) | | $ | 243,406,410 | |
| | | | | |
| | | | | |
NET ASSETS WERE COMPRISED OF: | | | | |
| Paid-in capital — shares of beneficial interest at $0.01 par value (unlimited shares authorized) | | $ | 286,460,341 | |
| Distributions in excess of net investment income | | | (19,385 | ) |
| Accumulated net realized loss on investments, foreign currency related transactions, and written options | | | (9,100,726 | ) |
| Net unrealized depreciation on investments, foreign currency related transactions, and written options | | | (33,933,820 | ) |
| | | | | |
NET ASSETS | | $ | 243,406,410 | |
| | | | | |
| | | | | |
| | | | |
| * Cost of investments in securities | | $ | 269,617,027 | |
| ** Cost of foreign currencies | | $ | 1,760,411 | |
| *** Premiums received from written options | | $ | 1,533,964 | |
See Accompanying Notes to Financial Statements
6
| | | | | |
INVESTMENT INCOME: | | | | |
| Dividends, net of foreign taxes withheld* | | $ | 7,189,148 | |
| Interest | | | 250,404 | |
| | | | | |
| Total investment income | | | 7,439,552 | |
| | | | | |
| | | | | |
EXPENSES: | | | | |
| Investment management fees | | | 1,568,529 | |
| Transfer agent fees | | | 11,450 | |
| Administrative service fees | | | 136,393 | |
| Shareholder reporting expense | | | 30,753 | |
| Professional fees | | | 24,047 | |
| Custody and accounting expense | | | 132,555 | |
| Trustee fees | | | 10,120 | |
| Miscellaneous expense | | | 17,885 | |
| | | | | |
| Total expenses | | | 1,931,732 | |
| | | | | |
| Net investment income | | | 5,507,820 | |
| | | | | |
| | | | | |
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND WRITTEN OPTIONS: | | | | |
| Net realized gain (loss) on: | | | | |
| Investments | | | (12,456,956 | ) |
| Foreign currency related transactions | | | (286,669 | ) |
| Written options | | | 6,585,964 | |
| | | | | |
| Net realized loss on investments, foreign currency related transactions, and written options | | | (6,157,661 | ) |
| | | | | |
| Net change in unrealized appreciation or depreciation on: | | | | |
| Investments | | | (25,168,952 | ) |
| Foreign currency related transactions | | | (56,552 | ) |
| Written options | | | (270,180 | ) |
| | | | | |
| Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and written options | | | (25,495,684 | ) |
| | | | | |
| Net realized and unrealized loss on investments, foreign currency related transactions, and written options | | | (31,653,345 | ) |
| | | | | |
Decrease in net assets resulting from operations | | $ | (26,145,525 | ) |
| | | | | |
| | | | | |
| | | | |
| * Foreign taxes withheld | | $ | 665,900 | |
See Accompanying Notes to Financial Statements
7
| | | | | | | | | |
| | | Six Months
| | March 27, 2007(1)
|
| | | Ended
| | to
|
| | | August 31, 2008 | | February 29, 2008 |
| |
FROM OPERATIONS: | | | | | | | | |
| Net investment income | | $ | 5,507,820 | | | $ | 8,838,346 | |
| Net realized gain (loss) on investments, foreign currency related transactions, and written options | | | (6,157,661 | ) | | | 10,022,645 | |
| Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and written options | | | (25,495,684 | ) | | | (8,438,136 | ) |
| | | | | | | | | |
| Increase (decrease) in net assets resulting from operations | | | (26,145,525 | ) | | | 10,422,855 | |
| | | | | | | | | |
| | | | | | | | | |
FROM DISTRIBUTIONS TO SHAREHOLDERS: | | | | | | | | |
| Net investment income | | | (6,667,983 | ) | | | (9,359,454 | ) |
| Net realized gains | | | — | | | | (11,303,824 | ) |
| Return of capital | | | (5,538,794 | ) | | | — | |
| | | | | | | | | |
| Total distributions | | | (12,206,777 | ) | | | (20,663,278 | ) |
| | | | | | | | | |
| | | | | | | | | |
FROM CAPITAL SHARE TRANSACTIONS: | | | | | | | | |
| Net proceeds from sale of shares | | | — | | | | 291,899,135 | (2) |
| | | | | | | | | |
| Net increase in net assets resulting from capital share transactions | | | — | | | | 291,899,135 | |
| | | | | | | | | |
| Net increase (decrease) in net assets | | | (38,352,302 | ) | | | 281,658,712 | |
| | | | | | | | | |
| | | | | | | | | |
NET ASSETS: | | | | | | | | |
| Beginning of period | | | 281,758,712 | | | | 100,000 | |
| | | | | | | | | |
| End of period | | $ | 243,406,410 | | | $ | 281,758,712 | |
| | | | | | | | | |
| Undistributed net investment income (distributions in excess of net investment income) at end of period | | $ | (19,385 | ) | | $ | 1,140,778 | |
| | | | | | | | | |
| |
| (1) | Commencement of operations |
| (2) | Proceeds from sales of shares net of sales load paid of $13,783,275 and offering costs of $612,590. |
See Accompanying Notes to Financial Statements
8
ING Asia Pacific High Dividend Equity Income Fund (Unaudited)
Financial Highlights
Selected data for a share of beneficial interest outstanding throughout the period.
| | | | | | | | | | | |
| | | | | | | March 27,
|
| | | | | Six Months
| | 2007(1) to
|
| | | | | Ended
| | February 29,
|
| | | | | August 31, 2008 | | 2008 |
| |
|
Per Share Operating Performance: | | | | | | | | | | |
| Net asset value, beginning of period | | $ | | | 22.99 | | | | 23.83(2) | |
| Income (loss) from investment operations: | | | | | | | | | | |
| Net investment income | | $ | | | 0.45 | | | | 0.72 | |
| Net realized and unrealized gain (loss) on investments | | $ | | | (2.58 | ) | | | 0.13 | |
| Total from investment operations | | $ | | | (2.13 | ) | | | 0.85 | |
| Less distributions from: | | | | | | | | | | |
| Net investment income | | $ | | | 0.55 | | | | 0.77 | |
| Net realized gains on investments | | $ | | | — | | | | 0.92 | |
| Return of capital | | $ | | | 0.45 | | | | — | |
| Total distributions | | $ | | | 1.00 | | | | 1.69 | |
| Net asset value, end of period | | $ | | | 19.86 | | | | 22.99 | |
| Market value, end of period | | $ | | | 17.78 | | | | 20.65 | |
Total investment return at net asset value(3) | | % | | | (9.28 | ) | | | 3.61 | |
Total investment return at market value(4) | | % | | | (9.58 | ) | | | (11.31 | ) |
| | | | | | | | | | | |
| | | | | | | | | | | |
Ratios and Supplemental Data: | | | | | | | | | | |
| Net assets, end of period (000’s) | | $ | | | 243,406 | | | | 281,759 | |
| Ratios to average net assets: | | | | | | | | | | |
Gross expenses prior to expense waiver(5) | | % | | | 1.42 | | | | 1.42 | |
Net expenses after expense waiver(5) | | % | | | 1.42 | | | | 1.40 | |
Net investment income after expense waiver(5) | | % | | | 4.04 | | | | 3.11 | |
| Portfolio turnover rate | | % | | | 25 | | | | 121 | |
|
| | |
| (1) | | Commencement of operations. |
| |
| (2) | | Net asset value at beginning of period reflects the deduction of the sales load of $1.125 per share and offering costs of $0.05 per share paid by the shareholder from the $25.00 offering price. |
| |
| (3) | | Total investment return at net asset value has been calculated assuming a purchase at net asset value at the beginning of each period and a sale at net asset value at the end of each period and assumes reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the dividend reinvestment plan. Total investment return at net asset value is not annualized for periods less than one year. |
| |
| (4) | | Total investment return at market value measures the change in the market value of your investment assuming reinvestment of dividends, capital gain distributions and return of capital distributions/allocations, if any, in accordance with the provisions of the Fund’s dividend reinvestment plan. Total investment return at market value is not annualized for periods less than one year. |
| |
| (5) | | Annualized for periods less than one year. |
See Accompanying Notes to Financial Statements
9
NOTE 1 — ORGANIZATION
ING Asia Pacific High Dividend Equity Income Fund (the “Fund”) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is organized as a Delaware statutory trust. The investment objective for the Fund is total return through a combination of current income, realized capital gains and capital appreciation. The Fund seeks to achieve its investment objective by investing at least 80% of its managed assets in dividend producing equity securities of Asia Pacific Companies and/or derivatives linked to equity securities of Asia Pacific Companies. The Fund seeks to invest primarily in high dividend yield equity securities. Asia Pacific Companies are companies that are listed and traded principally on Asia Pacific exchanges, including Australia, China, Hong Kong, India, Indonesia, Japan, Malaysia, New Zealand, Pakistan, Philippines, Singapore, South Korea, Taiwan, and Thailand. The Fund will also seek to enhance returns over a market cycle by selling call options on selected Asia Pacific regional or country indices or futures and/or equity securities of Asia Pacific Companies.
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies are consistently followed by the Fund in the preparation of its financial statements, and such policies are in conformity with U.S. generally accepted accounting principles for investment companies.
| |
| A. | Security Valuation. Investments in equity securities traded on a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ are valued at the NASDAQ official closing prices. Securities traded on an exchange or NASDAQ for which there has been no sale and equity securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices. All investments quoted in foreign currencies will be valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities are valued at prices obtained from independent services or from one or more dealers making markets in the securities and may be adjusted based on the Fund’s valuation procedures. U.S. government obligations are valued by using market quotations or independent pricing services which use prices provided by market-makers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics. |
Securities and assets for which market quotations are not readily available (which may include certain restricted securities that are subject to limitations as to their sale) are valued at their fair values, as defined by the 1940 Act, as determined in good faith by or under the supervision of the Fund’s Board of Trustees (“Board”), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that the Fund calculates its net asset value (“NAV”) may also be valued at their fair values as determined in good faith by or under the supervision of the Fund’s Board, in accordance with methods that are specifically authorized by the Board. The value of a foreign security traded on an exchange outside the United States is generally based on its price on the principal foreign exchange where it trades as of the time the Fund determines its NAV or if the foreign exchange closes prior to the time the Fund determines its NAV, the most recent closing price of the foreign security on its principal exchange. Trading in certain non-U.S. securities may not take place on all days on which the NYSE Euronext (“NYSE”) is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of the Fund’s NAV may not take place contemporaneously with the determination of the prices of securities held by the Fund in foreign securities markets. Further, the value of the Fund’s assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Fund. In calculating the Fund’s NAV, foreign securities denominated in foreign currency are converted to U.S. dollar equivalents. If an event occurs after the time at which the market for foreign securities held by the Fund closes but before the time that the Fund’s NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time the Fund determines its NAV. In such a case, the Fund will use the fair value of such securities as determined under the Fund’s valuation procedures. Events
10
NOTES TO FINANCIAL STATEMENTS as of August 31, 2008 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
after the close of trading on a foreign market that could require the Fund to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a security’s fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time the Fund calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that the Fund could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, the Fund is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes the Fund to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time the Fund determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Fund’s NAV. Investments in securities maturing in 60 days or less from date of acquisition are valued at amortized cost which approximates market value.
Options that are traded over-the-counter will be valued using one of three methods: (1) dealer quotes; (2) industry models with objective inputs; or (3) by using a benchmark arrived at by comparing prior-day dealer quotes with the corresponding change in the underlying security or index. Exchange traded options will be valued using the last reported sale. If no last sale is reported, exchange traded options will be valued using an industry accepted model such as “Black Scholes.” Options on currencies purchased by the Fund are valued using industry models with objective inputs at their last bid price in the case of listed options or at the average of the last bid prices obtained from dealers in the case of over-the-counter options.
Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1”, inputs other than quoted prices for an asset that are observable are classified as “Level 2” and unobservable inputs, including the sub-adviser’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3”. The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Portfolio of Investments.
| |
| B. | Security Transactions and Revenue Recognition. Security transactions are recorded on the trade date. Realized gains or losses on sales of investments are calculated on the identified cost basis. Interest income is recorded on the accrual basis. Premium amortization and discount accretion are determined using the effective yield method. Dividend income is recorded on the ex-dividend date, or in the case of some foreign dividends, when the information becomes available to the Fund. |
| |
| C. | Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis: |
| | |
| | (1) | Market value of investment securities, other assets and liabilities — at the |
11
NOTES TO FINANCIAL STATEMENTS as of August 31, 2008 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
| | |
| | | exchange rates prevailing at the end of the day. |
| | |
| | (2) | Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions. |
Although the net assets and the market values are presented at the foreign exchange rates at the end of the day, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments. For securities, which are subject to foreign withholding tax upon disposition, liabilities are recorded on the Statement of Assets and Liabilities for the estimated tax withholding based on the securities current market value. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at period end, resulting from changes in the exchange rate. Foreign security and currency transactions may involve certain considerations and risks not typically associated with investing in U.S. companies and U.S. government securities. These risks include, but are not limited to, revaluation of currencies and future adverse political and economic developments which could cause securities and their markets to be less liquid and prices more volatile than those of comparable U.S. companies and U.S. government securities. The foregoing risks are even greater with respect to securities in emerging markets.
| |
| D. | Forward Foreign Currency Contracts. The Fund may enter into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on its non-U.S. dollar denominated investment securities. When entering into a currency forward contract, the Fund agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and the Fund’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the statement of assets and liabilities. Realized and unrealized gains and losses on forward foreign currency contracts are included on the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the statement of assets and liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. |
| |
| E. | Distributions to Shareholders. Dividends from net investment income and net realized gains, if any, are declared and paid quarterly by the Fund. Distributions are determined annually in accordance with federal tax principles, which may differ from U.S. generally accepted accounting principles for investment companies. The Fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. Distributions are recorded on the ex-dividend date. |
The Fund intends to make regular quarterly distributions based on the past and projected performance of the Fund. The tax treatment and characterization of the Fund’s distributions may vary significantly from time to time depending on whether the Fund has gains or losses on the call options written on its portfolio versus gains or losses on the equity securities in the portfolio. The Fund’s distributions will normally reflect past and projected net investment income, and may include income from dividends and interest, capital gains and/or a return of capital. The final composition of the tax characteristics of the distributions cannot be determined with certainty until after the end of the year, and will be reported to shareholders at that time. The amount of quarterly distributions will vary, depending on a number of factors. As
12
NOTES TO FINANCIAL STATEMENTS as of August 31, 2008 (Unaudited) (continued)
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)
portfolio and market conditions change, the rate of dividends on the common shares will change. There can be no assurance that the Fund will be able to declare a dividend in each period.
| |
| F. | Federal Income Taxes. It is the policy of the Fund to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to its shareholders. Therefore, no federal income tax provision is required. Management has considered the sustainability of the Fund’s tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired. |
| |
| G. | Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. |
| |
| H. | Securities Lending. Under an agreement with The Bank of New York Mellon Corporation (“BNY”) the Fund has the option to temporarily loan up to 30% of its managed assets to brokers, dealers or other financial institutions in exchange for a negotiated lender’s fee. The borrower is required to fully collateralize the loans with cash or U.S. government securities. Generally, in the event of counterparty default, the Fund has the right to use collateral to offset losses incurred. There would be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in the Fund. |
| |
| I. | Offering Costs and Organization Expenses. Costs incurred with the offering of common shares were recorded as a reduction of capital paid in excess of par applicable to common shares. Organization expenses are expensed as incurred. ING Investments, LLC (“ING Investments” or the “Investment Adviser”) has agreed to pay from its own assets all organizational expenses of the Fund. |
| |
| J. | Options Contracts. The Fund may purchase put and call options and may write (sell) put options and covered call options. The premium received by the Fund upon the writing of a put or call option is included in the Statement of Assets and Liabilities as a liability which is subsequently marked-to-market until it is exercised or closed, or it expires. The Fund will realize a gain or loss upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security for a written call option or purchased put option or the purchase cost of the security for a written put option or a purchased call option is adjusted by the amount of premium received or paid. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract. |
| |
| K. | Indemnifications. In the normal course of business, the Fund may enter into contracts that provide certain indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund and, therefore, cannot be estimated; however, based on experience, the risk of loss from such claims is considered remote. |
NOTE 3 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES
ING Investments, an Arizona limited liability company, is the Investment Adviser of the Fund. The Fund pays the Investment Adviser for its services under the investment management agreement (“Management Agreement”), a fee, payable monthly, based on an annual rate of 1.15% of the Fund’s average daily managed assets. For purposes of the Management Agreement, managed assets are defined as the Fund’s average daily gross asset value, minus the sum of the Fund’s accrued and unpaid dividends on any outstanding preferred shares and accrued liabilities (other than liabilities for the principal amount of any
13
NOTES TO FINANCIAL STATEMENTS as of August 31, 2008 (Unaudited) (continued)
NOTE 3 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES (continued)
borrowings incurred, commercial paper or notes issued by the Fund and the liquidation preference of any outstanding preferred shares). As of August 31, 2008, there were no preferred shares outstanding.
The Investment Adviser entered into sub-advisory agreements (each a “Sub-Advisory Agreement” and collectively the “Sub-Advisory Agreements”) with ING Investment Management, Asia/Pacific (Hong Kong Limited (“ING IM Asia/Pacific”) and ING Investment Management Advisors B.V. (“IIMA”). Subject to policies as the Board or the Investment Adviser might determine, ING IM Asia/Pacific and IIMA manage the Fund’s assets in accordance with the Fund’s investment objectives, policies and limitations.
ING funds are permitted to invest end-of-day cash balances into ING Institutional Prime Money Market Fund. Investment management fees paid by the Fund will be reduced by an amount equal to the management fees paid indirectly to the ING Institutional Prime Money Market Fund with respect to assets invested by the Fund. For the six months ended August 31, 2008, the Fund did not invest in ING Institutional Prime Money Market Fund and thus waived no such management fees. These fees are not subject to recoupment.
ING Funds Services, LLC (the “Administrator”) serves as Administrator to the Fund. The Fund pays the Administrator for its services a fee based on an annual rate of 0.10% of the Fund’s average daily managed assets. The Investment Adviser, ING IM Asia/Pacific, IIMA, and the Administrator are indirect, wholly-owned subsidiaries of ING Groep N.V. (“ING Groep”). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 125,000 people, ING Groep comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.
NOTE 4 — OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES
As of August 31, 2008, the Fund had the following amounts recorded in payable to affiliates on the accompanying Statement of Assets and Liabilities:
| | | | | |
Accrued
| | | | |
Investment
| | Accrued
| | |
Management
| | Administrative
| | |
| Fees | | Fees | | Total |
| |
| $230,285 | | $21,120 | | $251,405 |
The Fund has adopted a Retirement Policy (“Policy”) covering all Independent Trustees of the Fund. Benefits under this Policy are based on an annual rate as defined in the Policy agreement and are recorded as trustee fees in the financial statements.
NOTE 5 — PURCHASES AND SALES OF INVESTMENT SECURITIES
The cost of purchases and proceeds from sales of investments for the six months ended August 31, 2008, excluding short-term securities, were $66,276,062 and $68,161,842, respectively.
NOTE 6 — OTHER ACCRUED EXPENSES AND LIABILITIES
At August 31, 2008, the Fund had the following expense included in Other Accrued Expenses and Liabilities on the Statements of Assets and Liabilities that exceeded 5% of total liabilities.
| | | | | |
Expense | | Amount |
| |
| Custody | | $ | 74,005 | |
NOTE 7 — TRANSACTIONS IN WRITTEN OPTIONS
Written option activity for the six month period ended August 31, 2008 was as follows:
| | | | | | | | | |
| | | Number of
| | |
| | | Contracts | | Premium |
| |
| Balance at 02/29/2008 | | | 47,583,210 | | | $ | 1,820,829 | |
| Options Written | | | 332,231,640 | | | | 9,613,290 | |
| Options Expired | | | (211,190,070 | ) | | | (6,240,850 | ) |
| Options Terminated in Closing Purchase Transactions | | | (114,480,180 | ) | | | (3,659,305 | ) |
| | | | | | | | | |
| Balance at 08/31/2008 | | | 54,144,600 | | | $ | 1,533,964 | |
| | | | | | | | | |
NOTE 8 — CONCENTRATION OF INVESTMENT RISKS
Foreign Securities and Emerging Markets. The Fund makes significant investments in foreign securities and securities issued by companies located in countries with emerging markets. Investments in foreign securities may entail risks not present in domestic investments. Since investments in securities are denominated in foreign
14
NOTES TO FINANCIAL STATEMENTS as of August 31, 2008 (Unaudited) (continued)
NOTE 8 — CONCENTRATION OF INVESTMENT RISKS (continued)
currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange restrictions, expropriation, taxation or other political, social or economic developments, as well as from movements in currency, security value and interest rate, all of which could affect the market and/or credit risk of the investments. The risks of investing in foreign securities can be intensified in the case of investments in issuers located in countries with emerging markets.
Leverage. Although the Fund has no current intention to do so, the Fund is authorized to utilize leverage through the issuance of preferred shares and/or borrowings, including the issuance of debt securities. In the event that the Fund determines in the future to utilize investment leverage, there can be no assurance that such a leveraging strategy will be successful during any period in which it is employed.
Asia Pacific Regional and Country Risks. Investments in the Asia Pacific region are subject to special risks. The Asia Pacific region includes countries in all stages of economic development. Some Asia Pacific economies may be characterized by over-extension of credit, currency devaluations and restrictions, underdeveloped financial services sectors, heavy reliance on international trade, and economic recessions. In addition, the economies of many Asia Pacific countries are dependent on the economies of the United States, Europe and other Asian countries, and a deceleration in any of these economies could negatively impact the economies of Asia Pacific countries. Currency fluctuations, devaluations and trading restrictions in any one country can have a significant effect on the entire Asia Pacific region. Increased political and social instability in any Asia Pacific country could cause further economic and market uncertainty in the region, or result in significant downturns and volatility in the economies of Asia Pacific countries. The development of Asia Pacific economies, and particularly those of China, Japan and South Korea, may also be affected by political, military, economic and other factors related to North Korea.
Non-Diversified. The Fund is classified as a “non-diversified” investment company under the 1940 Act, which means that the Fund may invest a greater proportion of its assets in the securities of a smaller number of issuers. If the Fund invests a relatively high percentage of its assets in obligations of a limited number of issuers, the Fund will be more at risk to any single corporate, economic, political or regulatory event that impacts one or more of those issuers. Conversely, even though classified as non-diversified, the Fund may actually maintain a portfolio that is highly diversified with a large number of issuers. In such an event, the Fund would benefit less from appreciation in a single corporate issuer than if it had greater exposure to that issuer.
NOTE 9 — CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
| | | | | | | | | |
| | | Six Months
| | March 27,
|
| | | Ended
| | 2007(1) to
|
| | | August 31,
| | February 29,
|
| | | 2008 | | 2008 |
| |
Number of Shares | | | | | | | | |
| Shares sold | | | — | | | | 12,251,800 | |
| | | | | | | | | |
| Net increase in shares outstanding | | | — | | | | 12,251,800 | |
| | | | | | | | | |
$ | | | | | | | | |
Shares sold(2) | | $ | — | | | $ | 291,899,135 | |
| | | | | | | | | |
| Net increase | | $ | — | | | $ | 291,899,135 | |
| | | | | | | | | |
| |
| (1) | Commencement of operations. |
| |
| (2) | Proceeds from sales of shares net of sales load paid of $13,783,275 and offering costs of $612,590. |
NOTE 10 — SECURITIES LENDING
Under an agreement with BNY, the Fund can lend its securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. government securities. The collateral must be in an amount equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the “Agreement”). The securities purchased with cash collateral received are reflected in the Portfolio of Investments. Generally, in the event of counterparty default, the Fund has the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrower’s failure to return a loaned security; however there would be a potential loss to the Fund in the event the Fund is delayed or prevented from exercising their right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral.
15
NOTES TO FINANCIAL STATEMENTS as of August 31, 2008 (Unaudited) (continued)
NOTE 10 — SECURITIES LENDING (continued)
Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in the Fund. As of August 31, 2008, the Fund did not have any securities on loan.
NOTE 11 — FEDERAL INCOME TAXES
The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.
Dividends paid by the Fund from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.
The tax composition of dividends and distributions in the current period will not be determined until after the Fund’s tax year-end of December 31, 2008. The tax composition of dividends and distributions as of the Fund’s most recent tax year-end was as follows:
| | | |
Tax Year Ended December 31, 2007 |
Ordinary
|
Income |
| |
| $ | 20,663,278 | |
The tax-basis components of distributable earnings as of the tax year ended December 31, 2007 were:
| | | | | | | | | | | | | | | |
Undistributed
| | Post-October
| | Post-October
| | |
Ordinary
| | Currency Losses
| | Capital Losses
| | Unrealized
|
| Income | | Deferred | | Deferred | | Appreciation |
| |
| $ | 582,078 | | | $ | (155,532 | ) | | $ | (354,797 | ) | | $ | 16,710,698 | |
The Fund’s major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is the Fund’s initial tax year of 2007.
NOTE 12 — OTHER ACCOUNTING PRONOUNCEMENTS
On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (“SFAS No. 161”), “Disclosure about Derivative Instruments and Hedging Activities.” This new accounting statement requires enhanced disclosures about an entity’s derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under SFAS No. 133, and (c) how derivatives affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of August 31, 2008, management of the Fund is currently assessing the impact of the expanded financial statement disclosures that will result from adopting SFAS No. 161.
NOTE 13 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS
As discussed in earlier supplements filed with the SEC, ING Investments, the adviser to the ING Funds, has reported to the Boards of Directors/Trustees (the “Boards”) of the ING Funds that, like many U.S. financial services companies, Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.
In addition to responding to regulatory and governmental requests, ING Investments reported that management of U.S. affiliates of ING Groep N.V., including ING Investments (collectively, “ING”), on their own initiative, have conducted, through independent special counsel and a national accounting firm, an extensive internal review of trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel. ING’s internal review related to mutual fund trading is now substantially completed. ING has reported that, of the millions of customer relationships that ING maintains, the internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within ING’s variable insurance and mutual fund products,
16
NOTES TO FINANCIAL STATEMENTS as of August 31, 2008 (Unaudited) (continued)
NOTE 13 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)
and identified other circumstances where frequent trading occurred, despite measures taken by ING intended to combat market timing. ING further reported that each of these arrangements has been terminated and fully disclosed to regulators. The results of the internal review were also reported to the independent members of the Boards.
ING Investments has advised the Boards that most of the identified arrangements were initiated prior to ING’s acquisition of the businesses in question in the U.S. ING Investments further reported that the companies in question did not receive special benefits in return for any of these arrangements, which have all been terminated.
Based on the internal review, ING Investments has advised the Boards that the identified arrangements do not represent a systemic problem in any of the companies that were involved.
Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Boards are the only instances of such trading respecting the ING Funds.
ING Investments reported to the Boards that ING is committed to conducting its business with the highest standards of ethical conduct with zero tolerance for noncompliance. Accordingly, ING Investments advised the Boards that ING management was disappointed that its voluntary internal review identified these situations. Viewed in the context of the breadth and magnitude of its U.S. business as a whole, ING management does not believe that ING’s acquired companies had systemic ethical or compliance issues in these areas. Nonetheless, ING Investments reported that given ING’s refusal to tolerate any lapses, it has taken the steps noted below, and will continue to seek opportunities to further strengthen the internal controls of its affiliates.
| |
| • | ING has agreed with the ING Funds to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. Investments reported to the Boards that ING management believes that the total amount of any indemnification obligations will not be material to ING or its U.S. business. |
| |
| • | ING updated its Code of Conduct for employees reinforcing its employees’ obligation to conduct personal trading activity consistent with the law, disclosed limits, and other requirements. |
Other Regulatory Matters
The New York Attorney General (the “NYAG”) and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request.
Other federal and state regulators could initiate similar actions in this or other areas of ING’s businesses. These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged. In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate. At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.
There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares, or other adverse consequences to ING Funds.
NOTE 14 — SUBSEQUENT EVENTS
Dividends: Subsequent to August 31, 2008, the Fund declared a quarterly dividend of:
| | | | | | | | | | | | | |
Per Share
| | Declaration
| | Payable
| | Record
|
Amount | | Date | | Date | | Date |
| |
| $0.498 | | | 9/19/2008 | | | | 10/15/2008 | | | | 10/3/2008 | |
17
PORTFOLIO OF INVESTMENTS
ING Asia Pacific High Dividend Equity Income Fund
as of August 31, 2008 (Unaudited)
| | | | | | | | | | | | | | | |
| Shares | | | | | | | | Value |
| |
| |
| |
COMMON STOCK: 92.6% |
| | | | | | | |
| | | | | | | Australia: 23.6% |
| | 140,980 | | | | | Australia & New Zealand Banking Group Ltd. | | $ | 1,985,229 | |
| | 2,022,441 | | | | | Australian Wealth Management Ltd. | | | 2,482,504 | |
| | 96,076 | | | | | BHP Billiton Ltd. | | | 3,374,364 | |
| | 280,336 | | | | | Billabong International Ltd. | | | 3,067,903 | |
| | 297,652 | | | | | BlueScope Steel Ltd. | | | 2,340,452 | |
| | 211,696 | | | | | Caltex Australia Ltd. | | | 2,264,392 | |
| | 82,610 | | | | | Commonwealth Bank of Australia | | | 2,973,063 | |
| | 661,449 | | | | | Foster’s Group Ltd. | | | 3,156,984 | |
| | 18,078 | | | | | Incitec Pivot Ltd. | | | 2,459,389 | |
| | 1,506,662 | | | | | Macquarie Airports Management Ltd. | | | 4,101,294 | |
| | 57,220 | | | | | Macquarie Group Ltd. | | | 2,121,807 | |
| | 118,491 | | | | | National Australia Bank Ltd. | | | 2,458,704 | |
| | 127,563 | | | | | QBE Insurance Group Ltd. | | | 2,594,384 | |
| | 23,700 | | | | | Rio Tinto Ltd. | | | 2,569,634 | |
| | 100,600 | | | | | St. George Bank Ltd. | | | 2,594,399 | |
| | 235,042 | | | | | Suncorp-Metway Ltd. | | | 2,282,012 | |
| | 760,320 | | | | | Telstra Corp., Ltd. | | | 2,822,375 | |
| | 108,609 | | | | | Wesfarmers Ltd. | | | 2,847,482 | |
| | 161,522 | | | | | Westpac Banking Corp. | | | 3,227,976 | |
| | 51,000 | | | | | Woodside Petroleum Ltd. | | | 2,739,361 | |
| | 125,126 | | | | | Woolworths Ltd. | | | 3,020,857 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 57,484,565 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | China: 10.9% |
| | 4,560,000 | | | | | Anhui Expressway Co., Ltd. | | | 2,855,657 | |
| | 6,161,000 | | | | | Bank of China Ltd. | | | 2,648,312 | |
| | 3,630,000 | | | | | China Construction Bank | | | 2,942,054 | |
| | 724,000 | | | | | China Life Insurance Co., Ltd. | | | 2,751,855 | |
| | 3,654,000 | | | | | China Petroleum & Chemical Corp. | | | 3,518,870 | |
| | 4,914,000 | | | | | China Telecom Corp., Ltd. | | | 2,500,680 | |
| | 5,029,000 | | | | | Industrial and Commercial Bank of China Ltd. | | | 3,443,422 | |
| | 4,062,000 | | | | | Jiangsu Expressway Co., Ltd. | | | 3,110,376 | |
| | 2,160,000 | | | | | PetroChina Co., Ltd. | | | 2,769,137 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 26,540,363 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | Hong Kong: 14.9% |
| | 1,499,500 | | | | | BOC Hong Kong Holdings Ltd. | | | 3,334,532 | |
| | 194,000 | | | | | Cheung Kong Holdings Ltd. | | | 2,757,507 | |
| | 292,500 | | | | | China Mobile Ltd. | | | 3,320,460 | |
| | 425,000 | | | | | CLP Holdings Ltd. | | | 3,447,794 | |
| | 2,133,000 | | | | | CNOOC Ltd. | | | 3,316,391 | |
| | 6,126,000 | | | | | Denway Motors Ltd. | | | 2,182,548 | |
| | 263,500 | | | | | Esprit Holdings Ltd. | | | 2,175,263 | |
| | 188,800 | | | | | Hang Seng Bank Ltd. | | | 3,723,754 | |
| | 633,500 | | | | | HongKong Electric Holdings | | | 4,022,246 | |
| | 1,166,000 | | | | | Industrial & Commercial Bank of China (Asia) Ltd. | | | 2,554,350 | |
| | 209,000 | | | | | Sun Hung Kai Properties Ltd. | | | 2,849,810 | |
| | 5,172,000 | | | | | TPV Technology Ltd. | | | 2,518,380 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 36,203,035 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | India: 4.5% |
| | 556,276 | | | | | Hindustan Petroleum Corp. | | | 2,528,681 | |
| | 69,500 | | | | | ICICI Bank Ltd. ADR | | | 2,155,890 | |
| | 163,700 | | | | | Oil & Natural Gas Corp., Ltd. | | | 3,790,397 | |
| | 52,000 | | | | | Reliance Industries Ltd. | | | 2,514,412 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 10,989,380 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | Malaysia: 4.6% |
| | 1,876,000 | | | | | Berjaya Sports Toto BHD | | | 2,514,603 | |
| | 389,700 | | | | | Digi.com BHD | | | 2,637,437 | |
| | 1,266,125 | | | | | Malayan Banking BHD | | | 2,917,533 | |
| | 1,004,900 | | | | | Public Bank BHD | | | 3,011,974 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 11,081,547 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | New Zealand: 1.1% |
| | 512,445 | | | | | Fletcher Building Ltd. | | | 2,669,096 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 2,669,096 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | Philippines: 2.7% |
| | 2,771,160 | | | | | Bank of the Philippine Islands | | | 2,781,293 | |
| | 70,420 | | | | | Globe Telecom, Inc. | | | 1,678,743 | |
| | 37,520 | | | | | Philippine Long Distance Telephone Co. | | | 2,205,108 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 6,665,144 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | Singapore: 6.1% |
| | 249,000 | | | | | DBS Group Holdings Ltd. | | | 3,148,479 | |
| | 238,000 | | | | | Singapore Airlines Ltd. | | | 2,545,228 | |
| | 1,258,000 | | | | | Singapore Press Holdings Ltd. | | | 3,638,971 | |
| | 1,258,000 | | | | | Singapore Telecommunications Ltd. | | | 3,104,830 | |
| | 1,299,080 | | | | | StarHub Ltd. | | | 2,470,167 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 14,907,675 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | South Korea: 10.0% |
| | 226,680 | | | | | Daegu Bank | | | 2,512,995 | |
| | 42,000 | | | | | Kookmin Bank | | | 2,297,745 | |
| | 206,370 | | | | | Korea Exchange Bank | | | 2,584,569 | |
| | 79,240 | | | | | KT Corp. | | | 3,249,232 | |
| | 52,000 | | | | | KT&G Corp. | | | 4,370,620 | |
| | 5,060 | | | | | Posco | | | 2,176,496 | |
| | 195,790 | | | | | Pusan Bank | | | 2,177,363 | |
| | 48,000 | | | | | S-Oil Corp. | | | 2,846,432 | |
| | 122,420 | | | | | Woori Investment & Securities Co., Ltd. | | | 2,124,982 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 24,340,434 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | Taiwan: 10.9% |
| | 1,976,205 | | | | | Acer, Inc. | | | 3,942,791 | |
| | 2,176,606 | | | | | China Steel Corp. | | | 2,664,133 | |
| | 3,181,558 | | | | | Compal Electronics, Inc. | | | 2,854,012 | |
| | 17,440 | | | | | Delta Electronics, Inc. | | | 46,712 | |
| | 161,330 | | | | | High Tech Computer Corp. | | | 2,989,258 | |
| | 1,346,000 | | | | | Nan Ya Plastics Corp. | | | 2,105,740 | |
| | 2,002,043 | | | | | Taiwan Semiconductor Manufacturing Co., Ltd. | | | 3,687,430 | |
| | 1,771,000 | | | | | Tung Ho Steel Enterprise Corp. | | | 2,331,944 | |
| | 1,181,000 | | | | | U-Ming Marine Transport Corp. | | | 3,113,080 | |
| | 2,003,868 | | | | | Wistron Corp. | | | 2,901,300 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 26,636,400 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | Thailand: 2.1% |
| | 1,225,400 | | | | | Advanced Info Service PCL | | | 3,163,620 | |
| | 1,285,200 | | | | | Thai Oil PCL | | | 1,853,307 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 5,016,927 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | United Kingdom: 1.2% |
| | 182,800 | | | | | HSBC Holdings PLC | | | 2,875,822 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 2,875,822 | |
| | | | | | | | | | | | | | | |
| | | | | | | Total Common Stock
(Cost $257,080,327) | | | 225,410,388 | |
| | | | | | | | | | | |
| |
REAL ESTATE INVESTMENT TRUSTS: 2.9% |
| | | | | | | |
| | | | | | | Australia: 1.1% |
| | 182,500 | | | | | Westfield Group | | | 2,678,048 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 2,678,048 | |
| | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | Singapore: 1.8% |
| | 3,452,000 | | | @ | | Ascendas India Trust | | | 1,741,773 | |
| | 1,721,000 | | | @ | | Ascendas Real Estate Investment Trust | | | 2,760,365 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | 4,502,138 | |
| | | | | | | | | | | | | | | |
| | | | | | | Total Real Estate Investment Trusts
(Cost $8,779,370) | | | 7,180,186 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | |
See Accompanying Notes to Financial Statements
18
PORTFOLIO OF INVESTMENTS
ING Asia Pacific High Dividend Equity Income Fund
as of August 31, 2008 (Unaudited) (continued)
| | | | | | | | | | | | | | | |
| Shares | | | | | | | | Value |
| |
| |
| |
PREFERRED STOCK: 1.1% |
| | | | | | | |
| | | | | | | South Korea: 1.1% |
| | 7,816 | | | | | Samsung Electronics Co., Ltd. | | $ | 2,596,132 | |
| | | | | | | | | | | |
| | | | | | | Total Preferred Stock
(Cost $3,757,330) | | | 2,596,132 | |
| | | | | | | | | | | |
| | | | | Total Investments in Securities |
| | | | | (Cost $269,617,027)* | | | 96.6 | % | | $ | 235,186,706 | |
| | | | | Other Assets and
Liabilities - Net | | | 3.4 | | | | 8,219,704 | |
| | | | | | | | | | | | | |
| | | | | Net Assets | | | 100.0 | % | | $ | 243,406,410 | |
| | | | | | | | | | | | | |
| | | |
| @ | | Non-income producing security |
| ADR | | American Depositary Receipt |
| | | |
| * | | Cost for federal income tax purposes is $269,743,737. |
| | | |
| | | Net unrealized depreciation consists of: |
| | | | | |
| Gross Unrealized Appreciation | | $ | 8,430,077 | |
| Gross Unrealized Depreciation | | | (42,987,108 | ) |
| | | | | |
| Net Unrealized Depreciation | | $ | (34,557,031 | ) |
| | | | | |
| | | | | |
| | | Percentage of
|
| Industry | | Net Assets |
|
| |
| Agriculture | | | 1.8 | % |
| Airlines | | | 1.0 | |
| Apparel | | | 2.2 | |
| Auto Manufacturers | | | 0.9 | |
| Banks | | | 24.9 | |
| Beverages | | | 1.3 | |
| Building Materials | | | 1.1 | |
| Chemicals | | | 1.9 | |
| Commercial Services | | | 2.4 | |
| Computers | | | 6.2 | |
| Diversified | | | 1.1 | |
| Diversified Financial Services | | | 2.8 | |
| Electric | | | 3.1 | |
| Electrical Components & Equipment | | | 0.0 | |
| Engineering & Construction | | | 1.7 | |
| Entertainment | | | 1.0 | |
| Food | | | 1.2 | |
| Insurance | | | 2.2 | |
| Iron/Steel | | | 3.9 | |
| Media | | | 1.5 | |
| Mining | | | 2.4 | |
| Miscellaneous Manufacturing | | | 1.2 | |
| Office Property | | | 0.7 | |
| Oil & Gas | | | 11.6 | |
| Real Estate | | | 2.3 | |
| Semiconductors | | | 2.6 | |
| Shopping Centers | | | 1.1 | |
| Telecommunications | | | 11.2 | |
| Transportation | | | 1.3 | |
| Other Assets and Liabilities — Net | | | 3.4 | |
| | | | | |
Net Assets | | | 100.0 | % |
| | | | | |
Written Call Options
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
# of
| | | | | | Expiration
| | Strike
| | | | Premiums
| | |
Contracts | | Counterparty | | Description | | Date | | Price/Rate | | | | Received | | Value |
| |
| | 4,400 | | | Morgan Stanley | | Australia S&P/ASX 200 Index | | | 09/04/08 | | | | 4,924.00 | | | | AUD | | | $ | 557,466 | | | $ | (815,116 | ) |
| | 4,200 | | | Deutsche Bank, AG | | Hong Kong Hang Seng Index | | | 09/04/08 | | | | 22,520.95 | | | | HKD | | | | 400,800 | | | | (9,771 | ) |
| | 54,100,000 | | | Deutsche Bank, AG | | Korea KOSPI 200 Index | | | 09/04/08 | | | | 202.00 | | | | KRW | | | | 304,042 | | | | (3,253 | ) |
| | 36,000 | | | Goldman Sachs | | Taiwan TAIEX Index | | | 09/04/08 | | | | 6,935.60 | | | | TWD | | | | 271,656 | | | | (189,119 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | $ | 1,533,964 | | | $ | (1,017,259 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Total Premiums Received: | | $ | 1,533,964 | | | | | | | | | | | | | | | | | |
| | | | | Total Liabilities for Options Written: | | $ | 1,017,259 | | | | | | | | | | | | | | | | | |
The following table summarizes the inputs used as of August 31, 2008 in determining the Fund’s investments at fair value for purposes of SFAS 157:
| | | | | | | | | |
| | | Investments in
| | Other Financial
|
| | | Securities | | Instruments* |
| |
| Level 1 - Quoted Prices | | $ | 3,897,663 | | | $ | — | |
| Level 2 - Other Significant Observable Inputs | | | 231,289,043 | | | | (824,887 | ) |
| Level 3 - Significant Unobservable Inputs | | | — | | | | (192,372 | ) |
| | | | | | | | | |
| Total | | $ | 235,186,706 | | | $ | (1,017,259 | ) |
| | | | | | | | | |
“Fair value” for purposes of SFAS 157 is different from “fair value” as used in the 1940 Act (see Note 2). The former generally implies market value, and can include market quotations as a source of value, and the latter refers to determinations of actual value in absence of available market quotations.
| |
| * | Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at period end. Swaps and written options are reported at their market value at period end. |
See Accompanying Notes to Financial Statements
19
PORTFOLIO OF INVESTMENTS
ING Asia Pacific High Dividend Equity Income Fund
as of August 31, 2008 (Unaudited) (continued)
A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the six months ended August 31, 2008, was as follows:
| | | | | | | | | |
| | | Investments in
| | Other Financial
|
| | | Securities | | Instruments* |
| |
| Balance at 02/29/08 | | $ | — | | | $ | (1,033,944 | ) |
| Net purchases/sales | | | — | | | | 320,727 | |
| Total realized and unrealized gain (loss) | | | — | | | | 520,845 | |
| Amortization of premium/discount | | | — | | | | — | |
| Transfers in and/or out of Level 3 | | | — | | | | — | |
| | | | | | | | | |
| Balance at 08/31/08 | | $ | — | | | $ | (192,372 | ) |
| | | | | | | | | |
| |
| * | Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at period end. Swaps and written options are reported at their market value at period end. |
For the six months ended August 31, 2008, total change in unrealized gain (loss) on Level 3 securities still held at period end included in the change in net assets was $(403,559). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.
See Accompanying Notes to Financial Statements
20
PORTFOLIO OF INVESTMENTS
ING Asia Pacific High Dividend Equity Income Fund
as of August 31, 2008 (Unaudited) (continued)
Supplemental Option Information (Unaudited)
| | | |
Supplemental Call Option Statistics as of August 31, 2008 | | |
| % of Total Net Assets against which calls written | | 20% |
| Average Days to Expiration | | 29 days |
| Average Call Moneyness* at time written | | ATM |
| Premium received for calls | | $1,533,964 |
| Value of calls | | $(1,017,259) |
| |
| * | “Moneyness” is the term used to describe the relationship between the price of the underlying asset and the option’s exercise or strike price. For example, a call (buy) option is considered “in-the-money” when the value of the underlying asset exceeds the strike price. Conversely, a put (sell) option is considered “in-the-money” when its strike price exceeds the value of the underlying asset. Options are characterized for the purpose of Moneyness as, “in-the-money” (“ITM”), “out-of-the-money” (“OTM”) or “at-the-money” (“ATM”), where the underlying asset value equals the strike price. |
See Accompanying Notes to Financial Statements
21
SHAREHOLDER MEETING INFORMATION (Unaudited)
A special meeting of shareholders of ING Asia Pacific High Dividend Equity Income Fund was held June 27, 2008, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.
A brief description of each matter voted upon as well as the results are outlined below:
Matters:
ING Asia Pacific High Dividend Equity Income Fund, Class I Trustees
| |
| 1 | To elect four Class I Trustees to represent the interests of the holders of Common Shares of the Fund until the election and qualification of their successors. |
Results:
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Shares voted
| | | | |
| | | | | Shares
| | against or
| | Shares
| | Total
|
| | | Proposal 1* | | voted for | | withheld | | abstained | | Shares Voted |
| |
| |
| Class I Trustees | | | J. Michael Earley | | | | 11,335,658.712 | | | | 131,655.000 | | | | — | | | | 11,467,313.712 | |
| | | | Patrick W. Kenny | | | | 11,334,298.712 | | | | 133,015.000 | | | | — | | | | 11,467,313.712 | |
| | | | Shaun P. Mathews | | | | 11,343,534.712 | | | | 123,779.000 | | | | — | | | | 11,467,313.712 | |
| | | | Roger B. Vincent | | | | 11,334,298.712 | | | | 133,015.000 | | | | — | | | | 11,467,313.712 | |
22
During the period, there were no material changes in the Fund’s investment objective or policies that were not approved by the shareholders or the Fund’s charter or by-laws or in the principal risk factors associated with investment in the Fund. There have been no changes in the persons who are primarily responsible for the day-to-day management of the Fund’s portfolio.
Dividend Reinvestment Plan
Unless the registered owner of Common Shares elects to receive cash by contacting BNY (the “Plan Agent”), all dividends declared on Common Shares of the Fund will be automatically reinvested by the Plan Agent for shareholders in additional Common Shares of the Fund through the Fund’s Dividend Reinvestment Plan (the “Plan”). Shareholders who elect not to participate in the Plan will receive all dividends and other distributions in cash paid by check mailed directly to the shareholder of record (or, if the Common Shares are held in street or other nominee name, then to such nominee) by the Plan Agent. Participation in the Plan is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Plan Agent prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some brokers may automatically elect to receive cash on your behalf and may re-invest that cash in additional Common Shares of the Fund for you. If you wish for all dividends declared on your Common Shares of the Fund to be automatically reinvested pursuant to the Plan, please contact your broker.
The Plan Agent will open an account for each Common Shareholder under the Plan in the same name in which such Common Shareholder’s Common Shares are registered. Whenever the Fund declares a dividend or other distribution (together, a “Dividend”) payable in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in Common Shares. The Common Shares will be acquired by the Plan Agent for the participants’ accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized Common Shares from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding Common Shares on the open market (“Open-Market Purchases”) on the NYSE or elsewhere. Open-market purchases and sales are usually made through a broker affiliated with the Plan Agent.
If, on the payment date for any Dividend, the closing market price plus estimated brokerage commissions per Common Share is equal to or greater than the net asset value per Common Share, the Plan Agent will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the net asset value per Common Share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per Common Share on the payment date. If, on the payment date for any Dividend, the net asset value per Common Share is greater than the closing market value plus estimated brokerage commissions, the Plan Agent will invest the Dividend amount in Common Shares acquired on behalf of the participants in Open-Market Purchases. In the event of a market discount on the payment date for any Dividend, the Plan Agent will have until the last business day before the next date on which the Common Shares trade on an “ex-dividend” basis or 30 days after the payment date for such Dividend, whichever is sooner (the “Last Purchase Date”), to invest the Dividend amount in Common Shares acquired in Open-Market Purchases.
It is contemplated that the Fund will pay quarterly Dividends. Therefore, the period during which Open-Market Purchases can be made will exist only from the payment date of each Dividend through the date before the next “ex-dividend” date, which typically will be approximately ten days.
If, before the Plan Agent has completed its Open-Market Purchases, the market price per common share exceeds the net asset value per Common Share, the average per Common Share purchase price paid by the Plan Administrator may exceed the net asset value of the Common Shares, resulting in the acquisition of fewer Common Shares than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with respect to Open-Market Purchases, the Plan provides that if the Plan Agent is unable to invest the full Dividend amount in Open-Market Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Agent will cease making Open-Market Purchases
23
ADDITIONAL INFORMATION (Unaudited) (continued)
and will invest the un-invested portion of the Dividend amount in Newly Issued Common Shares at the net asset value per common share at the close of business on the Last Purchase Date provided that, if the net asset value is less than or equal to 95% of the then current market price per Common Share, the dollar amount of the Dividend will be divided by 95% of the market price on the payment date.
The Plan Agent maintains all shareholders’ accounts in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax records. Common Shares in the account of each Plan participant will be held by the Plan Agent on behalf of the Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Agent will forward all proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instructions of the participants.
In the case of shareholders such as banks, brokers or nominees which hold shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of Common Shares certified from time to time by the record shareholder’s name and held for the account of beneficial owners who participate in the Plan.
There will be no brokerage charges with respect to Common Shares issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commissions incurred in connection with Open-Market Purchases. The automatic reinvestment of Dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Dividends. Participants that request a partial or full sale of shares through the Plan Agent are subject to a $15.00 sales fee and a $0.10 per share brokerage commission on purchases or sales, and may be subject to certain other service charges.
The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan to include a service charge payable by the participants.
All questions concerning the Plan should be directed to the Fund’s Shareholder Service Department at (800) 992-0180.
KEY FINANCIAL DATES — CALENDAR 2008 DIVIDENDS:
| | | | | |
| Declaration Date | | Ex-Dividend Date | | Payable Date |
| March 20, 2008 | | April 1, 2008 | | April 15, 2008 |
| June 20, 2008 | | July 1, 2008 | | July 15, 2008 |
| September 19, 2008 | | October 1, 2008 | | October 15, 2008 |
| December 19, 2008 | | December 29, 2008 | | January 15, 2009 |
Record date will be two business days after each Ex-Dividend Date. These dates are subject to change.
Stock Data
The Fund’s common shares are traded on the NYSE (Symbol: IAE).
Repurchase of Securities by Closed-End Companies
In accordance with Section 23(c) of the 1940 Act, and Rule 23c-1 under the 1940 Act the Fund may from time to time purchase shares of beneficial interest of the Fund in the open market, in privately negotiated transactions and/or purchase shares to correct erroneous transactions.
Number of Shareholders
The approximate number of record holders of Common Stock as of August 31, 2008 was 13,396, which does not include beneficial owners of shares held in the name of brokers of other nominees.
Certifications
In accordance with Section 303A.12 (a) of the New York Stock Exchange Listed Company Manual, the Fund’s CEO submitted the Annual CEO Certification on May 21, 2008 certifying that he was not aware, as of that date, of any violation by the Fund of the NYSE’s Corporate governance listing standards. In addition, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and related SEC rules, the Fund’s principal executive and financial officers have made quarterly certifications, included in filings with the SEC on Forms N-CSR and N-Q, relating to, among other things, the Fund’s disclosure controls and procedures and internal controls over financial reporting.
24
Investment Adviser
ING Investments, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258
Administrator
ING Funds Services, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258
Transfer Agent
The Bank of New York Mellon Corporation
101 Barclay Street (11E)
New York, New York 10286
Custodian
The Bank of New York Mellon Corporation
One Wall Street
New York, New York 10286
Legal Counsel
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006
Toll-Free Shareholder InformationCall us from 9:00 a.m. to 7:00 p.m. Eastern time on any business day for account or other information, at (800) 992-0180
Item 2. Code of Ethics.
Not required for semi-annual filing.
Item 3. Audit Committee Financial Expert.
Not required for semi-annual filing.
Item 4. Principal Accountant Fees and Services.
Not required for semi-annual filing.
Item 5. Audit Committee Of Listed Registrants.
Not required for semi-annual filing.
Item 6. Schedule of Investments.
Schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-end Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-end Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-end Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The Board has a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Committee currently consists of all Independent Trustees of the Board. (6 individuals). The Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of the Nominating Committee is to consider and present to the Board the candidates it proposes for nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may consider a variety of factors, but it has not at this time set any specific minium qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination.
The Nominating Committee is willing to consider nominations received from shareholders and shall assess shareholder nominees in the same manner as it reviews its own nominees. A shareholder nominee for director should be submitted in writing to the Fund’s Secretary. Any such shareholder nomination should include at a minimum the following information as to each individual proposed for nomination as trustee: such individual’s written consent to be named in the proxy statement as a nominee (if nominated) and to serve as a trustee (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of trustees, or is otherwise required, in each case under applicable federal securities laws, rules and regulations.
The secretary shall submit all nominations received in a timely manner to the Nominating Committee. To be timely, any such submission must be delivered to the Fund’s Secretary not earlier than the 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of the meeting is first made, by either disclosure in a press release or in a document publicly filed by the Fund with the Securities and Exchange Commission.
Item 11. Controls and Procedures.
| (a) | Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR. |
| |
| (b) | There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Exhibits.
| (a)(1) | The Code of Ethics is not required for the semi-annual filing. |
| |
| (a)(2) | A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT. |
| |
| (a)(3) | Not required for semi-annual filing. |
| |
| (b) | The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): ING Asia Pacific High Dividend Equity Income Fund
| | | | | |
| By | | /s/ Shaun P. Mathews Shaun P. Mathews | | |
| | | President and Chief Executive Officer | | |
Date: November 7, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | |
| By | | /s/ Shaun P. Mathews Shaun P. Mathews | | |
| | | President and Chief Executive Officer | | |
Date: November 7, 2008
| | | | | |
| By | | /s/ Todd Modic Todd Modic | | |
| | | Senior Vice President and Chief Financial Officer |
Date: November 7, 2008
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