19th February 2009Mr Valentino TanfaraChief Executive Officer...

19th February 2009

Mr Valentino Tanfara
Chief Executive Officer
ING Office Fund

Dear Mr Tanfara

I have read with interest the recent half-yearly report of the ING Office Fund. I am a unitholder with 150,000 units in IOF and given the terrible performance (including relative performance) of this fund have suffered a considerable financial loss.

I am writing to you as my confidence in the ongoing management of the ING Office Fund has been severely eroded as a result of a number of actions which have been taken and which you have indicated may be taken in the future. I hope you can alleviate these concerns.

Firstly, I have some questions.

Based on the half-yearly report the redemption of units in the Deutsche Office Fund would provide available funds of $327 million which could be used to repay debt. This by itself would reduce debt from $1,353m to $1,026m. Gearing would then reduce from 37.38% to 31.17%. This would alleviate the need to raise any more capital for the foreseeable future. On this basis:-

1. Is the investment in the Deutsche Office Fund liquid ie can it be redeemed?
2. If it can be redeemed is this being considered?
3. If not why not?
4. Further, if not being considered how is this conflict of interest being managed?
5. If the holding is liquid, how much would ING’s annual management fees reduce by in dollar terms if the holding in the Deutsche Office Fund was redeemed.

You have requested a vote on enabling ING Office to issue further units by way of institutional placements.

6. Will ING vote on this proposal?
7. If so, how will ING manage this conflict of interest?
8. Given the current NTA of $1.30 per unit can you explain how potentially issuing units at such an extraordinary discount to NTA (based on current price of 0.26) to certain unitholders and not to others can overall be fair to all unitholders?
9. Will ING be able to participate in an institutional placement?
10. Is acting in the best overall interests of all unit holders legally required?

11. I note from ASX releases that directors have very little holdings in ING Office Trust. Can I please obtain a current list of the directors and senior managers holdings in the ING Office Trust?
12. Given directors are appointed by ING and not by unitholders can you confirm that directors’ responsibilities lie with the interests of unitholders and not to ING Management and that they are aware of this responsibility?
13. Will you provide a list of all unitholders of ING Office Trust including units held and current addresses?


In terms of the recent placement and that ING was a buyer of units until the closing of the retail offer and substantially seller when the offer closed. This had the potential to support the price whilst the offer was open and for the price to fall as soon as the offer closed:

14. Can you please advise how this conflict of interest was managed?
15. Do adequate Chinese walls exist between ING Office Trust and ING Investment Management?
16. Are there any shared employees or directors?

17. What is the process of a unitholder calling an extraordinary general meeting?

I look forward to your response.