SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of
the Commission Only
(as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ING PRIME RATE TRUST
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
PRIME RATE TRUST
7337 EAST DOUBLETREE RANCH ROAD
SCOTTSDALE, ARIZONA 85258-2034
(800) 992-0180
July 3, 2002
Dear Shareholder:
On behalf of the Board of Trustees of ING Prime Rate Trust (the "Trust"),
we are pleased to invite you to the annual meeting of shareholders (the "Annual
Meeting"), to be held at 9:00 a.m. Local time, on August 1, 2002 at 7337 East
Doubletree Ranch Road, Scottsdale, Arizona 85258-2034. Formal notice of the
Annual Meeting appears on the next page, followed by the Proxy Statement. Please
take the time to read the Proxy Statement and cast your vote, since it covers
matters that are important to the Trust and to you as a shareholder.
At the Annual Meeting, you will be asked to consider and vote on the following
matters:
* To elect ten members of the Board of Trustees to represent the
interests of the holders of Common Shares of the Trust until the
election and qualification of their successors.
* To elect two members of the Board of Trustees to represent the
interests of the holders of Auction Rate Cumulative Preferred Shares -
Series M, T, W, TH and F of the Trust until the election and
qualification of their successors.
* Confirmation of KPMG LLP as the current independent auditor of the
Trust.
* Such other business as may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof.
Each proposal is discussed in detail in the enclosed Proxy Statement, which
you should read carefully. The Board of Trustees has concluded that the
proposals are in the best interests of the Trust and its shareholders and
recommend that you vote "FOR" each of the proposals. We are asking you to
consider them carefully and express your vote on the enclosed Proxy Ballot or at
the Annual Meeting.
We look forward to your attendance at the Annual Meeting or to receiving
your Proxy Ballot so that your shares may be voted at the Annual Meeting. If you
have any questions, please do not hesitate to call us at 1-800-992-0180.
Sincerely,
/s/ James M. Hennessy
James M. Hennessy
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
ING PRIME RATE TRUST
To Shareholders:
PLEASE TAKE NOTE THAT an annual meeting of shareholders (the "Annual Meeting")
of ING Prime Rate Trust (the "Trust") will be held at 9:00 a.m. Local time, on
August 1, 2002, at 7337 East Doubletree Ranch Road, Scottsdale, Arizona
85258-2034, for the purpose of considering and voting upon the following
matters:
1. To elect ten members of the Board of Trustees to represent the
interests of the holders of Common Shares of the Trust until the
election and qualification of their successors.
2. To elect two members of the Board of Trustees to represent the
interests of the holders of Auction Rate Cumulative Preferred Shares -
Series M, T, W, TH and F of the Trust until the election and
qualification of their successors.
3. Confirmation of KPMG LLP as the current independent auditor of the
Trust.
4. Such other business as may properly come before the Annual Meeting or
any adjournment(s) or postponement(s) thereof.
Please read the enclosed Proxy Statement carefully for information concerning
the proposals to be placed before the Annual Meeting.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSALS.
Shareholders of record as of the close of business on May 22, 2002 are entitled
to notice of, and to vote at, the Annual Meeting or any adjournment(s) or
postponement(s) thereof.
By Order of the Board of Trustees,
/s/ Kimberly A. Anderson
Kimberly A. Anderson
Secretary
July 3, 2002
YOUR VOTE IS IMPORTANT TO US REGARDLESS OF
THE NUMBER OF SHARES THAT YOU OWN.
PLEASE VOTE VIA THE INTERNET, BY TELEPHONE OR BY RETURNING
YOUR PROXY BALLOT TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
YOU MAY ALSO VOTE IN PERSON AT THE ANNUAL MEETING.
PROXY STATEMENT
ING PRIME RATE TRUST
TOLL-FREE: (800) 992-0180
7337 EAST DOUBLETREE RANCH ROAD
SCOTTSDALE, AZ 85258-2034
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 1, 2002
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WHO IS ASKING FOR MY VOTE?
The Board of Trustees (the "Board") of ING Prime Rate Trust (the "Trust")
is sending this Proxy Statement, the attached Notice of Annual Meeting, and the
enclosed Proxy Ballot on or about July 3, 2002 to you and all other
shareholders. The Board is soliciting your vote for the annual meeting of
shareholders of the Trust (the "Annual Meeting").
WHAT ARE THE PROPOSALS AND WHO CAN VOTE ON EACH PROPOSAL?
The following table gives a brief description of each Proposal and indicates
which class of shares is being solicited with respect to each Proposal to be
considered at the Annual Meeting.
HOLDERS OF HOLDERS OF
PROPOSAL COMMON SHARES PREFERRED SHARES
-------- ------------- ----------------
1. To elect ten members of the Board to represent the interests Yes No
of the holders of Common Shares of the Trust until the
election and qualification of their successors.
2. To elect two members of the Board to represent the interests No Yes
of the holders of the Auction Rate Cumulative Preferred Shares - Series
M, T, W, TH and F of the Trust until the election and qualification of
their successors.
3. Confirmation of KPMG LLP as the current independent auditor of
the Trust. Yes Yes
4. Such other business as may properly come before the Annual Yes Yes
Meeting or any adjournment(s) or postponement(s).
WHY DID YOU SEND ME THIS BOOKLET?
This booklet is a Proxy Statement. It provides you with information you
should review before voting on the matters listed above and in the Notice of
Annual Meeting for the Trust. You are receiving these proxy materials--a booklet
that includes the Proxy Statement and one Proxy Ballot--because you have the
right to vote on the important Proposals concerning your investment in the
Trust.
WHO IS ELIGIBLE TO VOTE?
Shareholders who owned shares in the Trust at the close of business on May
22, 2002 (the "Record Date") are eligible to vote. As of the Record Date, the
Trust had 137,015,280 Common Shares outstanding. As of the Record Date, the
Trust had the following Auction Rate Cumulative Preferred Shares ("Preferred
Shares") outstanding: 3,600 shares of Series M; 3,600 shares of Series T; 3,600
shares of Series W; 3,600 shares of Series Th and 3,600 shares of Series F. To
the best of the Trust's knowledge, as of May 20, 2002, no person owned
beneficially more than 5% of any class of the Trust. The word "you" is used in
this proxy statement to refer to the person or entity who owns the shares and
who accordingly has voting rights in connection with the shares.
HOW DO I VOTE?
Shareholders may give voting instructions via the Internet or by touchtone
telephone by following the instructions on the Proxy Ballot. Shareholders may
also sign and mail the Proxy Ballot received with the Proxy Statement or attend
the Annual Meeting in person.
In addition to solicitation by mail, certain officers and representatives
of the Trust, officers and employees of ING Investments, LLC ("ING
Investments"), the investment adviser to the Trust, or its affiliates and
certain financial services firms and their representatives, who will receive no
extra compensation for their services, may solicit proxies by telephone,
telegram, facsimile, or oral communication. Shareholders of the Trust whose
shares are held by nominees, such as brokers, can vote their proxies by
contacting their respective nominee.
WHEN AND WHERE WILL THE ANNUAL MEETING BE HELD?
The Annual Meeting will be held at 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034, on August 1, 2002, at 9:00 a.m., Local time,
and, if the Annual Meeting is adjourned or postponed, at any adjournment or
postponement of that Meeting. If you expect to attend the Annual Meeting in
person, please notify the Trust by calling 1-800-992-0180.
CAN I REVOKE MY PROXY AFTER I VOTE IT?
A shareholder may revoke the accompanying proxy at any time prior to its
use by filing with the Trust a written revocation or duly executed proxy bearing
a later date. In addition, any shareholder who attends the Annual Meeting in
person may vote by ballot at the Annual Meeting, thereby canceling any proxy
previously given. The persons named in the accompanying proxy will vote as
directed by the proxy, but in the absence of voting directions in
2
any proxy that is signed and returned, they intend to vote "FOR" each of the
proposals and may vote in their discretion with respect to other matters not now
known to the Board that may be presented at the Annual Meeting.
WHO PAYS FOR THIS PROXY SOLICITATION?
The Trust will pay the expenses incurred by it in connection with the
Notice of Annual Meeting, Proxy Statement and the Annual Meeting, including
printing, mailing, solicitation and vote tabulation expenses, legal fees, and
out of pocket expenses.
HOW CAN I OBTAIN MORE INFORMATION ABOUT THE TRUST?
Copies of the Trust's Annual Report for the fiscal year ended February 28,
2002 and the Trust's Semi-Annual Report for the period ended August 31, 2001
have previously been mailed to shareholders. This Proxy Statement should be read
in conjunction with the Annual and Semi-Annual Reports. You can obtain copies of
those Reports, without charge, by writing to The ING Funds, 7337 East Doubletree
Ranch Road, Scottsdale, Arizona, 85258-2034, Attention: Literature Fulfillment,
or by calling 1-800-992-0180.
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The Board recommends that shareholders vote FOR each of the Proposals
described in this Proxy Statement.
3
PROPOSAL 1
ELECTION OF TRUSTEES -- COMMON SHARES
WHAT IS THE PROPOSAL?
The Board has nominated ten individuals for election to the Board as
Trustees of the Common Shares (the "Common Nominees"). Holders of Common Shares
are asked to elect the Common Nominees to serve as Trustees, each to serve until
his or her successor is duly elected and qualified. Information about each
Common Nominee is set forth below. All of the Common Nominees are currently
Trustees of the Trust and each has consented to continue to serve as a Trustee
if reelected by holders of Common Shares.
WHAT FACTORS DID THE BOARD CONSIDER IN SELECTING THE COMMON NOMINEES?
The Board nominated all of the individuals who currently serve as Trustees
of the common shareholders of the Trust. The Board met to discuss Board
candidates and, after due consideration, recommend to shareholders the Common
Nominees indicated above. In making such recommendation, the Board took into
consideration the knowledge, background, and experience of the Common Nominees.
WHAT IS THE REQUIRED VOTE?
The affirmative vote of a plurality of the Common Shares of the Trust
present in person or by proxy at the Annual Meeting is required to approve the
election of each Common Nominee to the Board.
WHO ARE THE COMMON NOMINEES?
For election of Trustees at the Annual Meeting, the Board has approved the
nomination of:
Paul S. Doherty
J. Michael Earley
R. Barbara Gitenstein
R. Glenn Hilliard
Thomas J. McInerney
David W.C. Putnam
Blaine E. Rieke
John G. Turner
Roger B. Vincent
Richard A. Wedemeyer
The persons named as proxies will vote for election of each of these Common
Nominees unless you withhold authority to vote for any or all of them on the
enclosed Proxy Ballot. If any or all of the Common Nominees should become
unavailable for election due to events not now known or anticipated, the persons
named as proxies will vote for such other nominee or
4
nominees as the current Trustees may recommend or the Board may reduce the
number of Trustees as provided for in the Trust's charter.
No Common Nominee is a party adverse to the Trust or any of its affiliates
in any material pending legal proceeding, nor does any Common Nominee have an
interest materially adverse to the Trust.
The following table sets forth information concerning the Common Nominees.
The address for each Common Nominee is 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034.
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY
NAME AND AGE THE TRUST TIME SERVED* THE PAST 5 YEARS TRUSTEE TRUSTEE
------------ --------- ------------ ---------------- ------- -------
INDEPENDENT TRUSTEES
PAUL S. DOHERTY Trustee 10-29-99 - Retired. Mr. Doherty 102 Mr. Doherty is a Trustee of
Age: 68 Present was formerly The GCG Trust (February 2002
President and to Present).
Partner, Doherty,
Wallace, Pillsbury
and Murphy, P.C.,
Attorneys
(1996-2001); Director
of Tambrands, Inc.
(1993-1998); and
Trustee of each of
the funds managed by
Northstar Investment
Management
Corporation
(1993-1999).
J. MICHAEL EARLEY Trustee 2-26-02 President and Chief 102 Mr. Earley is a Trustee of
Age: 57 -Present Executive Officer of The GCG Trust (1997-Present).
Bankers Trust
Company, N.A.
(1992-Present).
R. BARBARA GITENSTEIN Trustee 2-26-02 - President of the 102 Dr. Gitenstein is a Trustee
Age: 54 Present College of New Jersey of The GCG Trust
(1999-Present); (1997-Present).
Executive Vice
President and Provost
at Drake University
(1992-1998).
DAVID W.C. PUTNAM Trustee 10-29-99 President and 102 Mr. Putnam is a Trustee of
Age: 62 -Present Director of F.L. The GCG Trust (February
Putnam Securities 2002-Present) and Director
Company, Inc. and its of F.L. Putnam Securities
affiliates. Mr. Company, Inc. (June
Putnam is also 1978-Present); F.L. Putnam
President, Secretary Investment Management
and Trustee of The Company (December
Principled Equity 2001-Present); Asian
Market Fund. Mr. American Bank and Trust
Putnam was formerly a Company (June 1992-
Director/Trustee of Present); and Notre Dame
Trust Realty Corp.; Health Care Center
Anchor Investment (1991-Present). He is also
Trust; Bow Ridge Trustee of The Principled
Equity Market
5
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY
NAME AND AGE THE TRUST TIME SERVED* THE PAST 5 YEARS TRUSTEE TRUSTEE
------------ --------- ------------ ---------------- ------- -------
Mining Company and Fund (November
each of the funds 1996-Present); Progressive
managed by Northstar Capital Accumulation
Investment Management Trust (August 1998-Present);
Corporation Anchor International Bond
(1994-1999). Trust (December 2000-Present);
F.L. Putnam Foundation
(December 2000-Present);
Mercy Endowment Foundation
(1995-Present); and an
Honorary Trustee of Mercy
Hospital (1973-Present).
BLAINE E. RIEKE Trustee 2-26-01 - General Partner of 102 Mr. Rieke is a Trustee of
Age: 68 Present Huntington Partners, the Morgan Chase Trust Co.
an investment (January 1998-Present) and
partnership The GCG Trust (February
(1997-Present). Mr. 2002-Present).
Rieke was formerly
Chairman and Chief
Executive Officer of
Firstar Trust Company
(1973-1996). Mr.
Rieke was formerly
the Chairman of the
Board and a Trustee
of each of the funds
managed by ING
Investment Management
Co., LLC (1998- 2001).
ROGER B. VINCENT Trustee 2-26-02 President of 102 Mr. Vincent is a Trustee of
Age: 56 -Present Springwell The GCG Trust (1994
Corporation, a -Present) and Director of
corporate advisory AmeriGas Propane, Inc.
firm (1989-Present). (1998-Present).
Mr. Vincent was
formerly a Director
of Tatham Offshore,
Inc. (1996-2000) and
Petrolane, Inc. (1993
-1995).
RICHARD A. WEDEMEYER Trustee 2-26-01 - Vice 102 Mr. Wedemeyer is a Trustee
Age: 66 Present President-Finance and of Touchstone Consulting
Administration - of Group (1997-Present) and The
the Channel GCG Trust (February
Corporation, an 2002-Present).
importer of specialty
alloy aluminum
products
(1996-Present). Mr.
Wedemeyer was
formerly Vice
President - Finance
and Administration -
of Performance
Advantage, Inc., a
provider of training
and consultation
services (1992-1996),
and Vice
6
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY
NAME AND AGE THE TRUST TIME SERVED* THE PAST 5 YEARS TRUSTEE TRUSTEE
------------ --------- ------------ ---------------- ------- -------
President,
Operations and
Administration, of
Jim Henson
Productions
(1979-1997). Mr.
Wedemeyer was a
Trustee of First
Choice Funds
(1997-2001). Mr.
Wedemeyer was also a
Trustee of each of
the funds managed by
ING Investment
Management Co., LLC.
(1998-2001).
TRUSTEES WHO ARE "INTERESTED PERSONS"
R. GLENN HILLIARD(1) Trustee 2-26-02 - Chairman and CEO of 102 Mr. Hilliard is a Trustee of
Age: 59 Present ING Americas and a The GCG Trust (February
member of its 2002-Present); serves as a
Americas Executive member of the Board of
Committee (1999- Directors of the Clemson
Present). Mr. University Foundation, the
Hilliard was formerly Board of Councilors for the
Chairman and CEO of Carter Center, Trustee of
ING North America, the Woodruff Arts Center and
encompassing the sits on the Board of
U.S., Mexico and Directors for the High
Canada regions Museum of Art.
(1994-1999).
THOMAS J. MCINERNEY(2) Trustee 2-26-01 Chief Executive 154 Mr. McInerney serves as a
Age: 45 -Present Officer, ING U.S. Director/Trustee of Aeltus
Financial Services Investment Management, Inc.
(September (1997-Present); and each of
2001-Present) and the ING Funds (February
member of ING 2001-Present); the Ameribest
Americas Executive Life Insurance Co.
Committee (2001- (2001-Present); ING
Present); President, Equitable Life
Chief Executive (2001-Present); First
Officer and Director Columbine Life Insurance Co.
of Northern Life (2001-Present); Golden
Insurance Company American Life Insurance Co.
(2001-Present); and (2001-Present); ING Life of
President and Georgia (2001-Present);
Director of ING Life Midwestern United Life
Insurance and Annuity Insurance Co.; ReliaStar
Company Life Insurance Co.
(1997-Present), ING (2001-Present); ING Security
Retirement Holdings, Life (2001-Present);
Inc. (1997-Present), Security Connecticut Life
ING Aeltus Holdings Insurance Co.
Company Inc. (2001-Present); ING
(2000-Present), and Southland Life
ING Retail Holding (2001-Present); ING USG
Company Annuity (2001-Present); ING
(2000-Present). Mr. United Life (March
McInerney was 2001-Present); and a Trustee
formerly General of The GCG Trust (February
Manager and Chief 2002-Present). Mr.
McInerney is a member of the
Board of the National
Commission on Retirement
Policy; the
7
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY
NAME AND AGE THE TRUST TIME SERVED* THE PAST 5 YEARS TRUSTEE TRUSTEE
------------ --------- ------------ ---------------- ------- -------
Executive Officer of Governor's Council on Economic
ING Worksite Division Competitiveness and
(December Technology of Connecticut;
2000-October 2001); the Board of Directors of
President of Aetna the Connecticut Business and
Financial Services Industry Association; the
(August 1997-December Board of Trustees of the
2000); Head of Bushnell; the Board for the
National Accounts and Connecticut Forum; and the
Core Sales and Board of the Metro Hartford
Marketing for Aetna Chamber of Commerce; and is
U.S. Healthcare Chairman of Concerned
(April 1996-March Citizens for Effective
1997); Head of Government.
Corporate Strategies
for Aetna Inc. (July
1995-April 1996), and
has held a variety of
line and corporate
staff positions since
1978.
JOHN G. TURNER(3) Chairman 10-29-99 - President, Turner 102 Mr. Turner is a Trustee of
Age: 62 and Trustee Present Investment Company The GCG Trust. Mr. Turner
(January also serves as Director of
2002-Present). Mr. the Hormel Foods Corporation
Turner was formerly (May 2000-Present); Shopko
Vice Chairman of ING Stores, Inc. (August
Americas (2000-2001); 1999-Present); and M.A.
Chairman and Chief Mortenson Co. (March 2002
Executive Officer of -Present).
ReliaStar Financial
Corp. and ReliaStar
Life Insurance
Company (1993-2000);
Chairman of ReliaStar
United Services Life
Insurance Company
(1995-1998); Chairman
of ReliaStar Life
Insurance Company of
New York (1995-2001);
Chairman of Northern
Life Insurance
Company (1992-2001);
Chairman and
Director/Trustee of
the Northstar
Affiliated Investment
Companies (1993-2001)
and Director,
Northstar Investment
Management
Corporation and its
affiliates
(1993-1999).
8
* Trustees serve until their successors are duly elected and qualified.
(1) Mr. Hilliard is an "interested person," as defined in the Investment
Company Act of 1940, as amended ("1940 Act"), because of his relationship
with ING Americas, an affiliate of ING Investments, LLC.
(2) Mr. McInerney is an "interested person," as defined in the 1940 Act,
because of his affiliation with ING U.S. Financial Services, an affiliate
of ING Investments, LLC.
(3) Mr. Turner is an "interested person," as defined in the 1940 Act, because
of his former affiliation with ING Americas, an affiliate of ING
Investments, LLC.
Please read the section "Further Information About the Trustees and Officers"
starting on page 14 of this Proxy Statement before voting on this Proposal 1.
WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 1?
The Board recommends that shareholders vote FOR the election of each of the
Common Nominees to the Board subject to their terms commencing and continuing as
described above. If any of the Common Nominees are not elected by shareholders,
the current Trustees may consider other courses of action.
9
PROPOSAL 2
ELECTION OF TRUSTEES -- PREFERRED SHARES
WHAT IS THE PROPOSAL?
The Board has nominated two individuals for election to the Board as
Trustees of the Preferred Shares ("Preferred Nominees"). Holders of Preferred
Shares are asked to elect the Preferred Nominees to serve as Trustees, each to
serve until his or her successor is duly elected and qualified. Information
about each Preferred Nominee is set forth below. Both Preferred Nominees are
currently Trustees of the Trust and both have consented to continue to serve as
a Trustee if reelected by holders of Preferred Shares.
WHAT FACTORS DID THE BOARD CONSIDER IN SELECTING THE PREFERRED NOMINEES?
The Board nominated all of the individuals who currently serve as Trustees
of the preferred shareholders of the Trust. The Board met to discuss Board
candidates and, after due consideration, recommend to shareholders the Preferred
Nominees indicated above. In making such recommendation, the Board took into
consideration the knowledge, background, and experience of the Preferred
Nominees.
WHAT IS THE REQUIRED VOTE?
The affirmative vote of a plurality of the Preferred Shares of the Trust
present in person or by proxy at the Annual Meeting is required to approve the
election of each Preferred Nominee to the Board.
WHO ARE THE PREFERRED NOMINEES?
For election of Trustees at the Annual Meeting, the Board has approved the
nomination of:
Walter H. May
Jock Patton
The persons named as proxies will vote for election of each of these
Preferred Nominees unless you withhold authority to vote for either or both of
them on the enclosed Proxy Ballot. If any or all of the Preferred Nominees
should become unavailable for election due to events not now known or
anticipated, the persons named as proxies will vote for such other nominee or
nominees as the current Trustees may recommend or the Board may reduce the
number of Trustees as provided for in the Trust's charter.
No Preferred Nominee is a party adverse to the Trust or any of its
affiliates in any material pending legal proceeding, nor does any Preferred
Nominee have an interest materially adverse to the Trust.
10
The following table sets forth information concerning the Preferred Nominees.
The address for each Preferred Nominee is 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034.
NUMBER OF
PORTFOLIOS
IN FUND
POSITION(S) TERM OF OFFICE PRINCIPAL COMPLEX
HELD WITH AND LENGTH OF OCCUPATION(S) DURING OVERSEEN BY OTHER DIRECTORSHIPS HELD BY
NAME AND AGE THE TRUST TIME SERVED* THE PAST 5 YEARS TRUSTEE TRUSTEE
------------ --------- ------------ ---------------- ------- -------
INDEPENDENT TRUSTEES
WALTER H. MAY Trustee 10-29-99 - Retired. Mr. May was 102 Mr. May is a Trustee of the
Age: 65 Present formerly Managing Best Prep Charity
Director and Director (1991-Present) and The GCG
of Marketing for Trust (February
Piper Jaffray, Inc., 2002-Present).
an investment
banking/underwriting
firm. Mr. May was
formerly a Trustee of
each of the funds
managed by Northstar
Investment Management
Corporation
(1996-1999).
JOCK PATTON Trustee 8-28-95 - Private Investor. Mr. 102 Mr. Patton is a Trustee of
Age: 56 Present Patton was formerly The GCG Trust (February
Director and Chief 2002-Present) and Director of
Executive Officer of Hypercom, Inc. (January
Rainbow Multimedia 1999-Present); JDA Software
Group, Inc. (January Group, Inc. (January
1999-December 2001); 1999-Present); Buick of
Director of Stuart Scottsdale, Inc.; National
Entertainment, Inc.; Airlines, Inc.; BG
Director of Artisoft, Associates, Inc.; BK
Inc. (1994-1998); Entertainment, Inc.; and
President and Arizona Rotorcraft, Inc.
co-owner of StockVal,
Inc. (November
1992-June 1997) and a
Partner and Director
at Streich, Lang P.A.
(1972-1993).
* Trustees serve until their successors are duly elected and qualified.
Please read the section "Further Information About the Trustees and Officers"
starting on page 14 of this Proxy Statement before voting on this Proposal 2.
WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 2?
The Board recommends that shareholders vote FOR the election of each of the
Preferred Nominees to the Board subject to their terms commencing and continuing
as described above. If either of the Preferred Nominees is not elected by
shareholders, the current Trustees may consider other courses of action.
11
PROPOSAL 3
CONFIRMATION OF INDEPENDENT AUDITOR
WHAT IS THE PROPOSAL?
The accounting firm of KPMG LLP ("KPMG") currently serves as the
independent auditor for the Trust. Approval of shareholders of the Trust is
sought to confirm KPMG as the independent auditor of the Trust.
The following table shows fees paid to KPMG during the Trust's most recent
fiscal year ended February 28, 2002. KPMG also reviews the Trust's Annual
Reports to shareholders and filings with the U.S. Securities and Exchange
Commission ("SEC"). KPMG would continue to provide these services for the Trust
if approved by shareholders. The information in the column "Audit Fees" shows
the amounts billed by KPMG for the audit and review of financial statements of
the Trust. The information in the columns "Financial Information Systems Design
and Implementation Fees" and "All Other Fees" shows the aggregate amounts billed
by KPMG to the Trust and ING Investments and all entities controlling,
controlled by, or under common control with ING Investments that provide
services to the Trust. "All Other Fees" include tax-related advisory and
compliance services, agreed upon procedures, review of filings made with the SEC
and other procedures. The Audit Committee of the Board will periodically
consider whether KPMG's receipt of non-audit fees from the Trust, ING
Investments and all entities controlling, controlled by, or under common control
with ING Investments that provide services to the Trust is compatible with
maintaining KPMG's independence.
FINANCIAL INFORMATION SYSTEMS
AUDIT FEES DESIGN AND IMPLEMENTATION FEES ALL OTHER FEES
---------- ------------------------------ --------------
$110,750 $0 $62,142
KPMG has advised the Trust that neither KPMG nor any of its partners has
any direct or material indirect financial interest in the Trust. Representatives
of KPMG are not expected to be at the Annual Meeting but have been given the
opportunity to make a statement if they wish, and will be available
telephonically should any matter arise requiring their participation.
WHAT IS THE REQUIRED VOTE?
The affirmative vote of a majority of all of the shares of the Trust
present in person or by proxy at the Annual Meeting is required to confirm KPMG
as the independent auditor.
12
WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 3?
The Board recommends that you vote FOR the confirmation of KPMG as the
independent auditor to examine and report on the financial statements of the
Trust for the fiscal year ending February 28, 2003.
13
FURTHER INFORMATION ABOUT THE TRUSTEES AND OFFICERS
HOW LONG WILL THE TRUSTEES SERVE ON THE BOARD?
Trustees generally hold office until their successors are elected and
qualified. A Trustee may, at any time, resign or be removed by a vote of the
holders of a majority of the outstanding shares of the applicable class of the
Trust. In addition, pursuant to a retirement policy adopted by the Board, each
duly elected or appointed Trustee who is not an "interested person" of the
Trust, as defined in the 1940 Act ("Independent Trustees"), shall retire from
service as a Trustee at the first regularly scheduled quarterly meeting of the
Board that is held after the Trustee reaches the age of 70. A unanimous vote of
the Board may extend the retirement date of a Trustee for up to one year. An
extension may be permitted if the retirement would trigger a requirement to hold
a meeting of shareholders of the Trust under applicable law, whether for
purposes of appointing a successor to the Trustee or if otherwise necessary
under applicable law, in which event the extension would apply until such time
as the shareholder meeting can be held or is no longer needed.
DO THE TRUSTEES OWN SHARES OF THE TRUST OR CERTAIN AFFILIATED ENTITIES?
To the best of the Trust's knowledge, as of May 20, 2002 no Trustee owned
1% or more of the outstanding shares of any class of the Trust, and the Trustees
owned, as a group, less than 1% of the shares of each class of the Trust.
The following table sets forth information regarding the dollar range of
equity securities of the Trust and other investment companies within the ING
family of investment companies beneficially owned by each Trustee as of June 3,
2002.
Aggregate Dollar Range of Equity
Securities in all Registered
Investment Companies Overseen by
Dollar Range of Equity Securities in Trustee in Family of Investment
Name of Trustee the Trust Companies
--------------- --------- ---------
INDEPENDENT TRUSTEES
Paul S. Doherty $0 $10,001 - $50,000
J. Michael Earley $0 $50,001 - $100,000
R. Barbara Gitenstein $0 $0
Walter H. May $0 Over $100,000
Jock Patton $10,001 - $50,000 $50,001 - $100,000
David W. C. Putnam Over $100,000 Over $100,000
Blaine E. Rieke $0 $50,001 - $100,000
Roger B. Vincent $0 Over $100,000
Richard A. Wedemeyer $0 $10,001 - $50,000
TRUSTEES WHO ARE "INTERESTED PERSONS"
R. Glenn Hilliard $0 Over $100,000
Thomas J. McInerney $0 Over $100,000
John G. Turner $50,001 - $100,000 Over $100,000
14
The following table sets forth information regarding each Independent
Trustee's (and his or her immediate family members') share ownership in
securities of the Trust's investment adviser or principal underwriter, and the
ownership of securities in an entity controlling, controlled by or under common
control with the investment adviser or principal underwriter of the Trust (not
including registered investment companies) as of June 3, 2002.
NAME OF OWNERS
AND RELATIONSHIP VALUE OF PERCENTAGE OF
NAME OF TRUSTEE TO TRUSTEE COMPANY TITLE OF CLASS SECURITIES CLASS
--------------- ---------- ------- -------------- ---------- -----
Paul S. Doherty N/A N/A N/A $0 N/A
J. Michael Earley N/A N/A N/A $0 N/A
R. Barbara Gitenstein N/A N/A N/A $0 N/A
Walter H. May N/A N/A N/A $0 N/A
Jock Patton N/A N/A N/A $0 N/A
David W. C. Putnam N/A N/A N/A $0 N/A
Blaine E. Rieke N/A N/A N/A $0 N/A
Roger B. Vincent N/A N/A N/A $0 N/A
Richard A. Wedemeyer N/A N/A N/A $0 N/A
WHAT ARE THE COMMITTEES OF THE BOARD?
AUDIT COMMITTEE. The Board has an Audit Committee whose function is to meet
with the independent auditor of the Trust to review the scope of the Trust's
audit, the Trust's financial statements and interim accounting controls, and to
meet with management concerning these matters, among other things. The Committee
has reviewed and discussed the audited financial statements for the fiscal year
ended February 28, 2002 with ING Investments. The Committee has discussed the
audit for the fiscal year ended February 28, 2002 and KPMG's independence with
KPMG. The Committee has received a letter from KPMG stating that KPMG is an
independent auditor with respect to the Trust. Based on the aforementioned
review and discussions, the Trust's audited financial statements for the fiscal
year ended February 28, 2002 have been included in the Trust's Annual Report to
Shareholders. The Committee currently consists of five Independent Trustees:
Messrs. Doherty, Earley, Rieke, Vincent and Wedemeyer. Mr. Rieke serves as
Chairman of the Committee. During the fiscal year ended February 28, 2002, the
Committee held four meetings. The Trustees have adopted an Audit Committee
Charter and an Addendum to the Audit Committee Charter. The Addendum to the
Audit Committee Charter contains information that is in compliance with New York
Stock Exchange rules.
VALUATION COMMITTEE. The Board has a Valuation Committee whose function is
to review the determination of the value of securities held by the Trust for
which market quotations are not available. The Committee currently consists of
four Independent Trustees: Messrs. May, Patton and Putnam and Dr. Gitenstein.
Mr. Patton serves as Chairman of the Committee. During the fiscal year ended
February 28, 2002, the Committee held five meetings.
15
EXECUTIVE COMMITTEE. The Board has an Executive Committee whose function is
to act for the full Board if necessary in the event that Board action is needed
between regularly scheduled Board meetings. The Committee currently consists of
two Independent Trustees and two Trustees who are "interested persons," as
defined in the 1940 Act: Messrs. May, McInerney, Patton and Turner. Mr. Turner
serves as Chairman of the Committee. During the fiscal year ended February 28,
2002, the Committee held three meetings.
NOMINATING COMMITTEE. 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 four Independent Trustees: Messrs. Doherty, May and Wedemeyer and
Dr. Gitenstein. Mr. May serves as Chairman of the Committee. The Committee does
not currently have a policy regarding whether it will consider nominees
recommended by shareholders. During the fiscal year ended February 28, 2002, the
Committee held one meeting.
INVESTMENT REVIEW COMMITTEE. The Board has an Investment Review Committee
whose function is to monitor the investment performance of the Trust and to make
recommendations to the Board with respect to the Trust. The Committee currently
consists of two Independent Trustees and one Trustee who is an "interested
person," as defined in the 1940 Act: Messrs. Doherty, Earley and McInerney. Mr.
Doherty serves as Chairman of the Committee. The Committee was established on
February 26, 2002. During the fiscal year ended February 28, 2002, the Committee
held one meeting.
HOW OFTEN DOES THE BOARD MEET?
The Board currently conducts regular meetings five times a year. The Audit,
Valuation and Investment Review Committees also meet regularly four times per
year and the remaining Committees meet as needed. In addition, the Board or the
Committees may hold special meetings by telephone or in person to discuss
specific matters that may require action prior to the next regular meeting.
During the fiscal year ended February 28, 2002, the Board held seven meetings,
including regularly scheduled and special meetings.
WHAT ARE THE TRUSTEES PAID FOR THEIR SERVICES?
Each Independent Trustee is reimbursed for expenses incurred in connection
with each meeting of the Board or any Committee meeting attended. Each
Independent Trustee is compensated for his or her services according to a fee
schedule. Each Independent Trustee receives a fee, allocated among the ING Funds
for which he or she serves as a Director/Trustee, which consists of an annual
retainer component and a per meeting fee component.
The Trust currently pays each Independent Trustee a pro rata share, as
described below, of: (i) an annual retainer of $35,000 (Messrs. May and Patton,
as lead trustees, receive an annual retainer of $45,000); (ii) $5,500 for each
in person meeting of the Board; (iii) $1,000 for attendance at any Committee
meeting; (iv) $1,000 per telephonic meeting; and (v) out-of-pocket expenses. The
pro rata share paid by the Trust is based on the Trust's average net assets as a
percentage of the average net assets of all the funds managed by ING Investments
for which the Trustees serve in common as Directors/Trustees.
16
The Trustees who are "interested persons" of the Trust receive no
compensation from the Trust.
The following table has been provided to the Trust by ING Investments and
sets forth information regarding the compensation paid to the Trustees for the
Trust's fiscal year ended February 28, 2002 for service on the Boards of the ING
fund complex.
PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL FROM TRUST AND
COMPENSATION AS PART OF TRUST BENEFITS UPON FUND COMPLEX
NAME OF TRUSTEE FROM TRUST EXPENSES RETIREMENT(5) PAID TO TRUSTEES
--------------- ---------- -------- ------------- ----------------
Paul S. Doherty $5,626 N/A N/A $52,688
J. Michael Earley(1) $ 215 N/A N/A $ 1,000
R. Barbara Gitenstein(1) $ 0 N/A N/A $ 1,000
R. Glenn Hilliard(1),(2) $ 0 N/A N/A $ 0
Walter H. May $6,680 N/A N/A $63,188
Thomas J. McInerney(3) $ 0 N/A N/A $ 0
Jock Patton $6,536 N/A N/A $62,188
David W.C. Putnam $5,412 N/A N/A $52,688
Blaine E. Rieke $5,274 N/A N/A $51,688
John G. Turner4 $ 0 N/A N/A $ 0
Roger B. Vincent(1) $1,106 N/A N/A $17,563
Richard A. Wedemeyer $4,656 N/A N/A $45,688
(1) Commenced service as a Trustee on February 26, 2002.
(2) An "interested person," as defined in the 1940 Act, because of his
relationship with ING Americas, an affiliate of ING Investments, LLC.
(3) An "interested person," as defined in the 1940 Act, because of his
affiliation with ING U.S. Financial Services, an affiliate of ING
Investments, LLC.
(4) An "interested person," as defined in the 1940 Act, because of his former
affiliation with ING Americas, an affiliate of ING Investments, LLC.
(5) The ING Funds have adopted a retirement policy under which a
director/trustee who has served as an Independent Director/Trustee for five
years or more will be paid by the ING Funds at the time of his or her
retirement an amount equal to twice the compensation normally paid to the
Independent Director/Trustee for one year of service.
17
WHO ARE THE OFFICERS OF THE TRUST?
The Trust's officers are elected annually by the Board and hold office
until they resign, are removed or are otherwise disqualified to serve. The chart
below lists the officers of the Trust. The address for the officers of the Trust
is 7337 E. Doubletree Ranch Road, Scottsdale, Arizona 85258-2034.
TERM OF OFFICE
AND LENGTH
POSITION(S) HELD WITH OF TIME PRINCIPAL OCCUPATION(S)
NAME AND AGE THE TRUST SERVED* DURING PAST 5 YEARS
------------ --------- ------- -------------------
James M. Hennessy President and Chief February 2001 - President and Chief Executive Officer
Age: 52 Executive Officer Present of ING Capital Corporation, LLC, ING Funds
Services, LLC, ING Advisors, Inc., ING
Chief Operating Officer July 2000 - Investments, LLC, Lexington Funds
Present Distributor, Inc., Express America
TC, Inc. and EAMC Liquidation Corp.
(since December 2001); Executive Vice
President and Chief Operating Officer
of ING Quantitative Management, Inc.
(since October 2001) and ING Funds
Distributor, Inc. (since June 2000).
Formerly, Senior Executive Vice
President (June 2000 - December 2000)
and Secretary (April 1995 - December
2000) of ING Capital Corporation,
LLC, ING Funds Services, LLC, ING
Investments, LLC, ING Advisors, Inc.,
Express America TC, Inc. and EAMC
Liquidation Corp.; and Executive Vice
President, ING Capital Corporation,
LLC and its affiliates (May 1998 -
June 2000) and Senior Vice President,
ING Capital Corporation, LLC and its
affiliates (April 1995 - April 1998).
Michael J. Roland Executive Vice President February 2002 - Executive Vice President, Chief
Age: 43 and Assistant Secretary Present Financial Officer and Treasurer of
ING Funds Services, LLC, ING Funds
Chief Financial Officer June 1998 - Distributor, Inc., ING Advisors,
Present Inc., ING Investments, LLC, ING
Quantitative Management, Inc.,
June 1998 - Lexington Funds Distributor, Inc.,
Senior Vice President February 2002 Express
18
TERM OF OFFICE
AND LENGTH
POSITION(S) HELD WITH OF TIME PRINCIPAL OCCUPATION(S)
NAME AND AGE THE TRUST SERVED* DURING PAST 5 YEARS
------------ --------- ------- -------------------
America TC, Inc. and EAMC
Liquidation Corp. (since December
2001). Formerly, Senior Vice
President, ING Funds Services, LLC,
ING Investments, LLC and ING Funds
Distributor, Inc. (June 1998 -
December 2001) and Chief Financial
Officer of Endeavor Group (April 1997
- June 1998).
Daniel A. Norman Senior Vice President April 1995 - Senior Vice President ING
Age: 44 Present Investments, LLC (since December
1994) and ING Funds Distributor, Inc.
Co-Senior Portfolio February 1992 - (since December 1995). Has served as
Manager Present an officer of other affiliates of ING
since February 1992.
Treasurer June 1997 -
Present
Jeffrey A. Bakalar Senior Vice President November 1999 - Senior Vice President of ING
Age: 42 Present Investments, LLC (since November
1999). Formerly Vice President and
Co-Senior Portfolio January 1998 - Assistant Portfolio Manager of ING
Manager Present Investments, LLC (February 1998 -
November 1999). Formerly, Vice
President of The Communications
Positions of First National Bank of
Chicago (July 1994 - January 1998).
Elliot Rosen Senior Vice President May 2002 - Senior Vice President, ING
Age: 49 Present Investments, LLC (Since February
1999). Formerly, Senior Vice
President IPS-Sendero (May 1997 -
February 1999) and President of
Sendero, which merged into IPS
(August 1993 - May 1997).
Robert S. Naka Senior Vice President November 1999 - Senior Vice President and Assistant
Age: 38 Present Secretary of ING Funds Services, LLC,
ING Funds Distributor, Inc., ING
Assistant Secretary July 1996 - Advisors, Inc., ING Capital
Present Corporation, LLC, ING Investments,
LLC, ING Quantitative Management,
Inc. (since October 2001) and
Lexington Funds Distributor, Inc.
(since December 2001). Formerly,
19
TERM OF OFFICE
AND LENGTH
POSITION(S) HELD WITH OF TIME PRINCIPAL OCCUPATION(S)
NAME AND AGE THE TRUST SERVED* DURING PAST 5 YEARS
------------ --------- ------- -------------------
Vice President, ING Investments, LLC
(April 1997 - October 1999), ING
Funds Services, LLC (February 1997 -
August 1999) and Assistant Vice
President, ING Funds Services, LLC
(August 1995 - February 1997).
William H. Rivoir III Senior Vice President and February 2001 - Senior Vice President and Secretary
Age: 51 Assistant Secretary Present of ING Capital Corporation, LLC and
ING Funds Services, LLC (since
February 2001), ING Funds
Distributor, Inc., ING Advisors,
Inc., ING Investments, LLC, and ING
Quantitative Management, Inc. (since
October 2001), Lexington Funds
Distributor, Inc., ING Pilgrim
Funding, Inc., Pilgrim America
Financial, Inc., Express America
T.C., Inc. and EAMC Liquidation Corp.
(since December 2001). Formerly,
Senior Vice President and Assistant
Secretary of ING Funds Services, LLC
(since June 1998), ING Investments,
LLC, and Pilgrim America Financial,
Inc. (since February 1999), Senior
Vice President of ING Investments,
LLC (since December 1998) and
Assistant Secretary of ING Funds
Distributor, Inc. (since February
1999) and ING Investments, LLC (since
June 1998).
Curtis F. Lee Senior Vice President and January 2001 - Senior Vice President and Chief
Age: 48 Chief Credit Officer Present Credit Officer - Senior Loans of
ING Investments, LLC (since August
1999). Formerly, held a series of
positions with Standard Chartered
Bank in the credit approval and
problem loan management functions
(August 1992 - June 1999).
Robyn L. Ichilov Vice President November 1997 - Vice President of ING Funds
Age: 34 Present Services, LLC (since October
20
TERM OF OFFICE
AND LENGTH
POSITION(S) HELD WITH OF TIME PRINCIPAL OCCUPATION(S)
NAME AND AGE THE TRUST SERVED* DURING PAST 5 YEARS
------------ --------- ------- -------------------
2001) and ING Investments, LLC (since
August 1997); Accounting Manager,
ING Investments, LLC (since
November 1995).
Kimberly A. Anderson Vice President and February 2001 - Vice President for ING Quantitative
Age: 37 Secretary Present Management, Inc. (since October
2001); Vice President and Assistant
Secretary of ING Funds Services,
LLC, ING Funds Distributor, Inc.,
ING Advisors, Inc., ING
Investments, LLC (since October
2001) and Lexington Funds
Distributor, Inc. (since December
2001). Formerly, Assistant Vice
President of ING Funds Services,
LLC (November 1999 - January 2001)
and has held various other
positions with ING Funds Services,
LLC for more than the last five
years.
Lourdes R. Bernal Vice President February 2002 - Vice President of ING Investments,
Age: 32 Present LLC (since January 2002). Prior to
joining ING Investments, LLC in
2002, Ms. Bernal was a Senior
Manager in the Investment Management
Practice, PricewaterhouseCoopers LLP
(July 2000 - December 2001);
Manager, PricewaterhouseCoopers LLP
(July 1998 - July 2000); Manager,
Coopers & Lybrand LLP (July 1996 -
June 1998).
* The officers hold office until the next annual meeting of the Trustees and
until their successors shall have been elected and qualified.
21
WHAT ARE OFFICERS PAID FOR THEIR SERVICES?
The Trust does not pay its officers for the services they provide to the
Trust. Instead, the officers, who are also officers or employees of the
investment adviser or its affiliates, are compensated by the investment adviser
or its affiliates.
WHO ARE THE TRUST'S INVESTMENT ADVISER, DISTRIBUTOR, AND ADMINISTRATOR?
ING Investments, ING Funds Distributor, Inc. and ING Funds Services, LLC
serve as the Trust's investment adviser, distributor and administrator,
respectively. Their address is 7337 East Doubletree Ranch Road, Scottsdale,
Arizona 85258-2034.
GENERAL INFORMATION
WHAT HAPPENS TO MY PROXY ONCE I VOTE IT?
The Board has named Robert S. Naka, Kimberly A. Anderson and Jeffrey A.
Bakalar as proxies of the Trust. If you follow the instructions when you vote,
your proxies will vote your shares as you have directed. If you submit your
Proxy Ballot but do not vote on any Proposal, your proxies will vote on that
Proposal as recommended by the Board.
WHAT IF A PROPOSAL THAT IS NOT IN THE PROXY STATEMENT COMES UP AT THE ANNUAL
MEETING?
If any other matter is properly presented, your proxies will vote in
accordance with their best judgment. At the time this Proxy Statement was
printed, the Board knew of no matter that needed to be acted on at the Annual
Meeting other than those discussed in this Proxy Statement.
I WANT TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON. HOW DO I DO THIS?
The Annual Meeting will be held at 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034. If you attend the Annual Meeting and wish to
vote in person, you will be given a ballot at the meeting. However, if your
shares are held in the name of your broker, bank or other nominee, you must
bring a letter from the nominee indicating that you are the beneficial owner of
the shares on the Record Date and authorizing you to vote. If you expect to
attend the Annual Meeting in person, please notify the Trust by calling
1-800-992-0180.
WHAT ARE MY VOTING RIGHTS AND THE QUORUM REQUIREMENTS?
Each share of each class of the Trust is entitled to one vote. Shareholders
of the Trust at the close of business on the Record Date will be entitled to be
present and to give voting instructions for the Trust at the Annual Meeting and
any adjournments thereof with respect to their shares owned as of the Record
Date. A majority of the outstanding shares of the Trust on the Record Date
entitled to vote for each Proposal, present in person or represented by proxy,
must be present to constitute a quorum.
If a quorum is not present at the Annual Meeting, or if a quorum is present
but sufficient votes to approve any or all of the Proposals are not received,
the persons named as proxies may propose
22
one or more adjournments of the Annual Meeting to permit further solicitation of
proxies. A shareholder vote may be taken on one or more of the Proposals in this
Proxy Statement prior to any adjournment if sufficient votes have been received
with respect to a Proposal. Any adjournment will require the affirmative vote of
a majority of those shares represented at the Annual Meeting in person or by
proxy. The persons named as proxies will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of any Proposal that has not
been adopted, will vote against any adjournments those proxies required to be
voted against any Proposal that has not been adopted, and will not vote any
proxies that direct them to abstain from voting on such Proposals.
The Trust expects that, before the Annual Meeting, broker-dealer firms
holding shares of the Trust in "street name" for their customers will request
voting instructions from their customers and beneficial owners. If these
instructions are not received by the date specified in the broker-dealer firms'
proxy solicitation materials, the Trust understands that the broker-dealers that
are members of the New York Stock Exchange may vote on the items to be
considered at the Annual Meeting on behalf of their customers and beneficial
owners under the rules of the New York Stock Exchange.
If a shareholder abstains from voting as to any matter, or if a broker
returns a "non-vote" proxy, indicating a lack of authority to vote on a matter,
then the shares represented by such abstention or non-vote will be considered to
be present at the Annual Meeting for purposes of determining the existence of a
quorum. However, abstentions and broker non-votes will be disregarded in
determining the "votes cast" on an issue. For this reason, with respect to
matters requiring the affirmative vote of a majority of the total shares
outstanding, an abstention or broker non-vote will have the effect of a vote
against such matters.
EXPLAIN THE REQUIREMENTS OF SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE.
Section 16(a) of the Securities Exchange Act of 1934, as amended, and
Section 30(h) of the 1940 Act, as applied to the Trust, require the Trust's
officers, Trustees, investment adviser, affiliates of the investment adviser,
and persons who beneficially own more than 10% of a registered class of the
Trust's outstanding securities ("Reporting Persons"), to file reports of
ownership of the Trust's securities and changes in such ownership with the SEC
and the New York Stock Exchange. Such persons are required by SEC regulations to
furnish the Trust with copies of all such filings.
Based solely on its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, the Trust believes that during the fiscal year
ended February 28, 2002, its Reporting Persons complied with all applicable
filing requirements. However, Mr. Hilliard filed a Form 3 subsequent to the
required date and Mr. Turner filed a Form 5 reporting two transactions
subsequent to the required date.
WHAT IS THE DEADLINE FOR SUBMITTING A SHAREHOLDER PROPOSAL?
It is anticipated that the next annual meeting of the Trust will be held in
July 2003. Any proposals of shareholders that are intended to be presented at
the Trust's next annual meeting
23
must be received at the Trust's principal eecutive offices within a reasonable
time before the Trust begins to print and mail the proxy materials and must
comply with all other legal requirements in order to be included in the Trust's
Proxy Statement and form of proxy for the meeting.
PLEASE VOTE VIA THE INTERNET, BY TELEPHONE OR BY RETURNING YOUR PROXY
BALLOT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
/s/ Kimberly A. Anderson
Kimberly A. Anderson, Secretary
July 3, 2002
24
[LION LOGO]
ING FUNDS
7337 EAST DOUBLETREE RANCH ROAD
SCOTTSDALE, ARIZONA 85258
ING PRIME RATE TRUST -- COMMON SHARES
ANNUAL MEETING OF SHAREHOLDERS SCHEDULED
FOR AUGUST 1, 2002
The undersigned hereby instructs Robert S. Naka, Kimberly A.
Anderson and Jeffrey A. Bakalar (Proxies) to vote the shares
held by him/her at the Annual Meeting of Shareholders of ING
Prime Rate Trust ("Annual Meeting") to be held at 9:00 a.m.,
Local time, on August 1, 2002 at 7337 East Doubletree Ranch
Road, Scottsdale, Arizona 85258-2034 and at any adjournment
thereof, in the manner directed below with respect to the
matters referred to in the Proxy Statement for the Annual
Meeting, receipt of which is hereby acknowledged, and in the
Proxies' discretion, upon such other matters as may properly
come before the meeting or any adjournment thereof.
Please vote, sign and date this voting instruction and return it
in the enclosed envelope.
These voting instructions will be voted as specified. IF NO
SPECIFICATION IS MADE, THIS VOTING INSTRUCTION WILL BE
VOTED FOR ALL PROPOSALS.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, WE STRONGLY URGE YOU TO REVIEW, COMPLETE
AND RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. YOUR
VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES
YOU OWN.
Please indicate your vote by an "X" in the appropriate box
below.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have the proxy card below
at hand.
2) Call 1-800-690-6903
3) Enter the 12-digit control number set forth on the proxy card and
follow the simple instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the proxy card below
at hand.
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the proxy card
and follow the simple instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
"FOR" THE PROPOSALS BELOW.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: PILCOM KEEP THIS PORTION FOR YOUR RECORDS
------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
ING PRIME RATE TRUST -- COMMON SHARES
VOTE ON TRUSTEES
1. To elect ten members of the Board of Trustees to represent the
interests of the holders of Common Shares of the Trust until the FOR WITHHOLD FOR ALL To withhold authority to vote,
election and qualification of their successors. ALL ALL EXCEPT mark "For All Except" and write
the nominee's number on the
01) Paul S. Doherty, 02) J. Michael Earley, 03) R. Barbara Gitenstein, [ ] [ ] [ ] line below.
04) R. Glenn Hilliard, 05) Thomas J. McInerney, 06) David W.C.
Putnam, 07) Blaine E. Rieke, 08) John G. Turner, 09) Roger B. _______________________________
Vincent and 10) Richard A. Wedemeyer.
VOTE ON PROPOSALS FOR AGAINST ABSTAIN
2. Confirmation of KPMG LLP as the current independent auditor of the Trust. [ ] [ ] [ ]
3. Such other business as may properly come before the Annual Meeting or any adjournment(s)
or postponement(s) thereof. [ ] [ ] [ ]
This proxy must be signed exactly as your name(s) appear(s) hereon. If as an attorney, executor, guardian or in some
representative capacity or as an officer of a corporation, please add titles as such. Joint owners must each sign.
___________________________________ _______ ___________________________________ _______
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
ING FUNDS
[LION LOGO]
7337 EAST DOUBLETREE RANCH ROAD
SCOTTSDALE, ARIZONA 85258
ING PRIME RATE TRUST
AUCTION RATE CUMULATIVE PREFERRED SHARES
SERIES M, T, W, TH AND F
ANNUAL MEETING OF SHAREHOLDERS SCHEDULED
FOR AUGUST 1, 2002
The undersigned hereby instructs Robert S. Naka, Kimberly A.
Anderson and Jeffrey A. Bakalar (Proxies) to vote the shares
held by him/her at the Annual Meeting of Shareholders of ING
Prime Rate Trust ("Annual Meeting") to be held at 9:00 a.m.,
Local time, on August 1, 2002 at 7337 East Doubletree Ranch
Road, Scottsdale, Arizona 85258-2034 and at any adjournment
thereof, in the manner directed below with respect to the
matters referred to in the Proxy Statement for the Annual
Meeting, receipt of which is hereby acknowledged, and in the
Proxies' discretion, upon such other matters as may properly
come before the meeting or any adjournment thereof.
Please vote, sign and date this voting instruction and return it
in the enclosed envelope.
These voting instructions will be voted as specified. IF NO
SPECIFICATION IS MADE, THIS VOTING INSTRUCTION WILL BE
VOTED FOR ALL PROPOSALS.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, WE STRONGLY URGE YOU TO REVIEW, COMPLETE
AND RETURN YOUR PROXY CARD AS SOON AS POSSIBLE. YOUR
VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
Please indicate your vote by an "X" in the appropriate box
below.
TO VOTE BY TELEPHONE
1) Read the Proxy Statement and have the proxy card below
at hand.
2) Call 1-800-690-6903
3) Enter the 12-digit control number set forth on the proxy card and
follow the simple instructions.
TO VOTE BY INTERNET
1) Read the Proxy Statement and have the proxy card below
at hand.
2) Go to Website www.proxyvote.com
3) Enter the 12-digit control number set forth on the proxy card and
follow the simple instructions.
TO VOTE BY MAIL
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
"FOR" THE PROPOSALS BELOW.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: PILPRE KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
ING PRIME RATE TRUST
AUCTION RATE CUMULATIVE PREFERRED SHARES
SERIES M, T, W, TH AND F
FOR WITHHOLD FOR ALL To withhold authority to vote, mark
VOTE ON TRUSTEES ALL ALL EXCEPT "For All Except" and write the
nominee's number on the line below.
1. To elect two members of the Board of Trustees to represent [ ] [ ] [ ]
the interests of the holders of Auction Rate Cumulative ___________________________________
Preferred Shares -- Series M, T, W, Th and F of the Trust until
the election and qualification of their successors.
01) Walter H. May and 02) Jock Patton FOR AGAINST ABSTAIN
VOTE ON PROPOSALS
2. Confirmation of KPMG LLP as the current independent auditor of the Trust. [ ] [ ] [ ]
3. Such other business as may properly come before the Annual Meeting or any adjournment(s) or [ ] [ ] [ ]
postponement(s) thereof.
This proxy must be signed exactly as your name(s) appear(s) hereon. If as an attorney, executor, guardian or in some
representative capacity or as an officer of a corporation, please add titles as such. Joint owners must each sign.
__________________________________ ________ __________________________________ ________
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date