FORM OF ADDITIONAL COMPENSATION AGREEMENT

FORM OF ADDITIONAL COMPENSATION AGREEMENT

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Exhibit 2(h)(iii)

FORM OF

ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of October , 2006, between X.X. Xxxxxxx & Sons, Inc. (“X.X. Xxxxxxx”) and ING Investments, LLC. (“ING Investments”).

WHEREAS, ING Risk Managed Natural Resources Fund (including any successor by merger or otherwise, the “Fund”) is a newly organized, non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and its common shares of beneficial interest (the “Common Shares”) are registered under the Securities Act of 1933, as amended;

WHEREAS, ING Investments is the investment adviser of the Fund;

WHEREAS, X.X. Xxxxxxx is acting as co-lead underwriter in an offering of the Fund’s Common Shares;

WHEREAS, ING Investments desires to provide additional compensation to X.X. Xxxxxxx for acting as lead underwriter in an offering of the Fund’s Common Shares; and

WHEREAS, ING Investments desires to retain X.X. Xxxxxxx to provide after-market support services designed to maintain the visibility of the Fund on an ongoing basis, and X.X. Xxxxxxx is willing to render such services;

NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below, the parties hereto agree as follows:


1.		(a)		ING Investments hereby employs X.X. Xxxxxxx, for the period and on the terms and conditions set forth herein, to provide the following services at the reasonable request of ING Investments:

(1)

after-market support services designed to maintain the visibility of the Fund on an ongoing basis;

(2)

relevant information, studies or reports regarding general trends in the closed-end investment company and asset management industries, if reasonably obtainable, and consult with representatives of ING Investments in connection therewith; and

(3)

information to and consult with ING Investments with respect to applicable strategies designed to address market value discounts, if any.

(b)

At the request of ING Investments, X.X. Xxxxxxx shall limit or cease any action or service provided hereunder to the extent and for the time period requested by ING Investments; provided, however, that pending termination of this Agreement as provided for in Section 6 hereof, any such limitation or cessation shall not relieve ING Investments of its payment obligations pursuant to Section 2 hereof.

(c)

X.X. Xxxxxxx will promptly notify ING Investments if it learns of any material inaccuracy or misstatement in, or material omission from, any written information, as of the date such information was published, provided by X.X. Xxxxxxx to ING Investments in connection with the performance of services by X.X. Xxxxxxx under this Agreement.

ING Investments shall pay X.X. Xxxxxxx a fee computed weekly and payable quarterly in arrears commencing December 31, 2006 at an annualized rate of 0.15% of the Fund’s average daily net assets, including assets attributable to the Fund’s preferred shares of beneficial interest that may be outstanding and the principal amount of any borrowings (the “Managed Assets”) in respect of the Common Shares sold by X.X. Xxxxxxx for a term as described in Section 6 hereof; provided that the total amount of the fee hereunder, shall not exceed % of the total price to the public of the Fund’s Common Shares offered by the Prospectus dated , 2006 (including all Underwritten Securities as such terms are described in the Underwriting Agreement, dated October 26, 2006, by and among the Fund, ING Investments, ING Investment Management Co. (“IIM”) and each of the Underwriters named therein (the “Underwriting Agreement”); and provided further that the sum total of the aggregate amount of these fee payments, the structuring fee payment to Citigroup Global Markets Inc., the additional compensation payment to Xxxxxxx Xxxxx & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the commission payment to certain wholesalers of ING Investments’ broker-dealer affiliate and IIM’s broker-deal affiliate, plus the amount of the expense reimbursement of $ per Common Share payable by the Fund to the underwriters pursuant to the Underwriting Agreement, shall not exceed % of the total price of the Fund’s Common Shares offered by the Prospectus. All quarterly fees payable hereunder shall be paid to X.X. Xxxxxxx within 15 days following the end of each calendar quarter.

3.	ING Investments shall be permitted to discharge all or a portion of its payment obligations hereunder upon prepayment in full or in part of the remaining balance due of the maximum additional commission amount described in Section 2 above.

ING Investments acknowledges that the services of X.X. Xxxxxxx provided for hereunder do not include any advice as to the value of securities or regarding the advisability of purchasing or selling any securities for the Fund’s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the part of X.X. Xxxxxxx, and X.X. Xxxxxxx is not hereby agreeing, to: (i) furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities or (ii) render any opinions, valuations or recommendations of any kind or to perform any such similar services in connection with providing the services described in Section 1 hereof.

Nothing herein shall be construed as prohibiting X.X. Xxxxxxx or its affiliates from providing similar or other services to any other clients (including other registered investment companies or other investment advisers), so long as X.X. Xxxxxxx’x services to ING Investments are not impaired thereby.

6.	The term of this Agreement shall commence upon the date referred to above and shall be in effect so long as ING Investments acts as the investment adviser to the Fund pursuant to the Management Agreement (as such term is defined in the Underwriting Agreement) or other subsequent advisory agreement.

ING Investments will furnish X.X. Xxxxxxx with such information as X.X. Xxxxxxx believes appropriate to its assignment hereunder (all such information so furnished being the “Information”). ING Investments recognizes and confirms that X.X. Xxxxxxx (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same and (b) does not assume responsibility for the accuracy or completeness of the Information and such other information. The Information to be furnished by ING Investments, when delivered, will be true and correct in all material respects and will not contain any material

misstatement of fact or omit to state any material fact necessary to make the statements contained therein not misleading. ING Investments will promptly notify X.X. Xxxxxxx if it learns of any material inaccuracy or misstatement in, or material omission from, any Information delivered to X.X. Xxxxxxx.

ING Investments agrees that X.X. Xxxxxxx shall have no liability to ING Investments or the Fund for any act or omission to act by X.X. Xxxxxxx in the course of its performance under this Agreement, in the absence of gross negligence or willful misconduct on the part of X.X. Xxxxxxx. ING Investments agrees to the indemnification and other agreements set forth in the Indemnification Agreement attached hereto, the provisions of which are incorporated herein by reference and shall survive the termination, expiration or supersession of this Agreement.

9.	This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“Claim”) shall be governed by and construed in accordance with the laws of the State of New York.

10.

No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive jurisdiction over the adjudication of such matters, and ING Investments and X.X. Xxxxxxx consent to the jurisdiction of such courts and personal service with respect thereto. Each of X.X. Xxxxxxx and ING Investments waives all right to trial by jury in any proceeding (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement. ING Investments agrees that a final judgment in any proceeding or counterclaim brought in any such court shall be conclusive and binding upon ING Investments and may be enforced in any other courts to the jurisdiction of which ING Investments is or may be subject, by suit upon such judgment.

11.	This Agreement may not be assigned by either party without the prior written consent of the other party.

12.

This Agreement (including the attached Indemnification Agreement) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both X.X. Xxxxxxx and ING Investments.

13.	All notices required or permitted to be sent under this Agreement shall be sent, if to ING Investments:

ING Risk Managed Natural Resources Fund

0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx

Xxxxxxxxxx, Xxxxxxx 00000

Attention: Legal Department

or if to X.X. Xxxxxxx:

X.X. Xxxxxxx & Sons, Inc.

Xxx Xxxxx Xxxxxxxxx

Xx. Xxxxx, XX 00000

Attention: Xxxxx Xxxxxx

or such other name or address as may be given in writing to the other parties. Any notice shall be deemed to be given or received on the third day after deposit in the U.S. mail with certified postage prepaid or when actually received, whether by hand, express delivery service or facsimile transmission, whichever is earlier.

14.	This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Additional Compensation Agreement as of the date first above written.

X.X. Xxxxxxx & Sons, Inc. Indemnification Agreement

October , 2006

X.X. Xxxxxxx & Sons, Inc.

Xxx Xxxxx Xxxxxxxxx

Xx. Xxxxx, XX 00000

Ladies and Gentlemen:

In connection with the engagement of X.X. Xxxxxxx & Sons, Inc. (“X.X. Xxxxxxx”) to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the “Company”) with the matters set forth in the Additional Compensation Agreement dated October 24, 2006 between the Company and X.X. Xxxxxxx (the “Agreement”), in the event that X.X. Xxxxxxx becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, the Company agrees to indemnify, defend and hold X.X. Xxxxxxx harmless to the fullest extent permitted by law, from and against any losses, claims, damages, liabilities and expenses in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted solely from the gross negligence, bad faith or willful misconduct of X.X. Xxxxxxx. In addition, in the event that X.X. Xxxxxxx becomes involved in any capacity in any Proceeding in connection with any matter in any way relating to or referred to in the Agreement or arising out of the matters contemplated by the Agreement, the Company will reimburse X.X. Xxxxxxx for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by X.X. Xxxxxxx in connection therewith. If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company and its shareholders and affiliates and other constituencies, on the one hand, and X.X. Xxxxxxx, on the other hand, in the matters contemplated by the Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its shareholders and affiliates and other constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its shareholders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received or paid or contemplated to be received or paid by the Company or its shareholders or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which X.X. Xxxxxxx has been retained to perform financial services bears to the fees paid to X.X. Xxxxxxx under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that X.X. Xxxxxxx is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by X.X. Xxxxxxx pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the

Company or other conduct by the Company (or its employees or other agents), on the one hand, or by X.X. Xxxxxxx, on the other hand. The Company will not settle any Proceeding in respect of which indemnity may be sought hereunder, whether or not X.X. Xxxxxxx is an actual or potential party to such Proceeding, without X.X. Xxxxxxx’x prior written consent. For purposes of this Indemnification Agreement, X.X. Xxxxxxx shall include X.X. Xxxxxxx & Sons, Inc., any of its affiliates, each other person, if any, controlling X.X. Xxxxxxx or any of its affiliates, their respective officers, current and former directors, employees and agents, and the successors and assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise.

The Company agrees that neither X.X. Xxxxxxx nor any of its affiliates, directors, agents, employees or controlling persons shall have any liability to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either X.X. Xxxxxxx’ engagement under the Agreement or any matter referred to in the Agreement, including, without limitation, related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted solely from the gross negligence, bad faith or willful misconduct of X.X. Xxxxxxx in performing the services that are the subject of the Agreement. Nothing in this Indemnification Agreement shall be read or construed to limit any liability or obligations of any party arising under or in connection with the Underwriting Agreement.

THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM, COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT (“CLAIM”), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND X.X. XXXXXXX CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST X.X. XXXXXXX OR ANY INDEMNIFIED PARTY. EACH OF X.X. XXXXXXX AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON THE COMPANY AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH THE COMPANY IS OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.

The foregoing Indemnification Agreement shall remain in full force and effect notwithstanding any termination of X.X. Xxxxxxx’ engagement. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.


Very truly yours,

ING INVESTMENTS, LLC

By:
Name:
Title:


Accepted and agreed to as of
the date first above written:

X.X. XXXXXXX & SONS, INC.

By
Name:
Title:

ING INVESTMENTS, LLC

X.X. XXXXXXX & SONS, INC.