VIA
EDGAR
Brion
R. Thompson, Esq.
Securities
and Exchange Commission
Division
of Investment Management
100
F Street, N.E.
Washington,
D.C. 20549
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RE:
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ING
Clarion Real Estate Income Fund ("IIA")
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ING Clarion Global
Real Estate Income Fund
("IGR")
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Dear
Mr. Thompson:
We
received your additional oral comments on May 21, 2009 to the Combined Proxy
Statement/Prospectus on Form N-14 filed on March 10, 2009 (Nos. 333-157821 and
811-214656) (the "Registration
Statement") pursuant to the Securities Act of 1933 (the "Securities Act") and
the Investment Company Act of 1940 (the "1940 Act") regarding
the reorganization (the "Reorganization") of
IIA with IGR (together with IIA, each, a "Fund" and,
collectively, the "Funds").
The
Funds have considered your comments and have authorized us to make the responses
and changes agreed upon to date to the Registration Statement on the Funds'
behalf. These changes will be reflected in Pre-Effective Amendment
No. 1 to the Registration Statement, which will be filed at a later
date. Copies of the changed pages to the Registration Statement were
submitted to you with our letter dated May 6, 2009, and reflect the changes
made in response to your comments, as
Brion
R. Thompson
May
22, 2009
Page
2
well
as other changes made to the Registration Statement since the initial
filing. All changes were conformed throughout the Registration
Statement, where applicable.
For
ease of reference, we have included your comments below followed by our
responses.
Comments
Comment
1: Confirm that IGR Merger Subsidiary ("Merger Subsidiary") is only being
formed for the purpose of effectuating the merger. Please provide us
with an assurance that Merger Subsidiary will exist for a short period of time
and will be formed approximately one or two days before the merger and will be
dissolved within two days of completing the merger.
Response: Merger
Subsidiary will be formed for the sole purpose of facilitating the
merger. We anticipate that Merger Subsidiary will be formed
approximately one or two business days before the merger and that it will be
dissolved as soon as practicable after the merger, which we anticipate will
occur within two business days of completing the merger.
Comment
2: Confirm that Merger Subsidiary will not hold
any securities other than the securities it acquires from IIA and that Merger
Subsidiary will not engage in any other activities prior to or after the
merger.
Response: Merger
Subsidiary will not hold any securities other than the securities it acquires as
a consequence of its merger with IIA nor will it engage in any activities other
than effectuating the merger and liquidating into IGR following the completion
of the merger.
Comment
3: Will Merger Subsidiary have the same board of
directors as IGR? If not, please explain why Merger Subsidiary having
a different board composition than IGR is not problematic and whether Merger
Subsidiary will continue to be under the direction and control of
IGR.
Response: Inasmuch
as Merger Subsidiary's only purpose is to facilitate the merger and acts merely
as a transitory portfolio asset, we anticipate that the board of directors of
Merger Subsidiary will be composed of one, two or three senior officers of the
investment manager of IGR and IIA who also serve as senior officers of IGR and
who will be acting within the confines of (i) the agreement and plan of
reorganization between IIA, IGR and Merger Subsidiary, (ii) the investment
management agreement between IGR and ING Clarion Real Estate Securities, L.P.,
and (iii)
Brion
R. Thompson
May
22, 2009
Page
3
the
supervisory authority of the board of directors of IGR. Because
Merger Subsidiary will be a subsidiary of IGR, it will at all times be subject
to the control of IGR. Because the only activities of Merger
Subsidiary are administrative in nature, we do not think that the directors of
IGR need also be formally named as directors of Merger Subsidiary.
"Tandy"
Representation
With
respect to the Registration Statement, IGR hereby acknowledges the
following:
The
disclosure in the filing is the responsibility of IGR. IGR
acknowledges that staff comments or changes in response to staff comments in the
proposed disclosure in the Registration Statement may not be asserted as a
defense in any proceeding which may be brought by any person with respect to
this matter. IGR also represents to the Securities and Exchange
Commission (the "Commission") that
should the Commission or the staff acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking
any action with respect to the filing and IGR represents that it will not assert
this action as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.
IGR
further acknowledges, that the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the filing effective does not
relieve IGR from its full responsibility for the adequacy and accuracy of the
disclosures in the filing.
If
you have any questions or comments or require any additional information in
connection with the above, please telephone me at (212) 735-3742 or Richard
Prins at (212) 735-2790.
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Sincerely,
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/s/
Eric Requenez |
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Eric
Requenez, Esq.
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cc: Richard
Prins, Esq.