Exhibit 99.B-(2)(G)(ii)
FORM OF
SUB-ADVISORY AGREEMENT
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
AGREEMENT made this ____ day of __________ 2005 between ING Investments,
LLC, an Arizona limited liability company (the "Manager"), and ING Investment
Management Advisors B.V., an indirect wholly owned subsidiary of ING Groep N.V.,
domiciled in The Hague, The Netherlands (the "Sub-Adviser").
WHEREAS, ING Global Dividend and Premium Opportunity Fund (the "Trust") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as a closed-end management investment company;
WHEREAS, the Trust is authorized to issue separate series, each series
having its own investment objective or objectives, policies, and limitations;
WHEREAS, the Trust may offer shares of additional series in the future;
WHEREAS, pursuant to an Investment Management Agreement, dated __________,
2005 (the "Management Agreement"), a copy of which has been provided to the
Sub-Adviser, the Trust has retained the Manager to render advisory and
management services with respect to certain of the Trust's series; and
WHEREAS, pursuant to authority granted to the Manager in the Management
Agreement, the Manager wishes to retain the Sub-Adviser to furnish investment
advisory services to one or more series of the Trust, and the Sub-Adviser is
willing to furnish such services to the Trust and the Manager.
NOW, THEREFORE, in consideration of the premises and the promises and
mutual covenants herein contained, it is agreed between the Manager and the
Sub-Adviser as follows:
1. APPOINTMENT. The Manager hereby appoints the Sub-Adviser to act as the
investment adviser and manager to the Trust and its series set forth on SCHEDULE
A hereto (together with the Trust, the "Series") for the periods and on the
terms set forth in this Agreement. The Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
In the event the Trust designates one or more series (other than the
Series) with respect to which the Manager wishes to retain the Sub-Adviser to
render investment advisory services hereunder, it shall notify the Sub-Adviser
in writing. If the Sub-Adviser is willing to render such services, it shall
notify the Manager in writing, whereupon such series shall become a Series
hereunder, and be subject to this Agreement.
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2. SUB-ADVISER DUTIES. Subject to the supervision of the Trust's Board of
Trustees (the "Trustees" or the "Board") and the Manager, the Sub-Adviser will
provide a continuous investment program for each Series' portfolio and determine
in its discretion the composition of the assets of each Series' portfolio,
including determination of the purchase, retention, or sale of the securities,
cash, and other investments contained in the portfolio. The Sub-Adviser will
provide investment research and conduct a continuous program of evaluation,
investment, sales, and reinvestment of each Series' assets by determining the
securities and other investments that shall be purchased, entered into, sold,
closed, or exchanged for the Series, when these transactions should be executed,
and what portion of the assets of the Series should be held in the various
securities and other investments in which it may invest. To the extent permitted
by the investment policies of each Series, the Sub-Adviser shall make decisions
for the Series as to foreign currency matters and make determinations as to and
execute and perform foreign currency exchange contracts on behalf of the Series.
The Sub-Adviser will provide the services under this Agreement in accordance
with each Series' investment objective or objectives, policies, and restrictions
as stated in the Trust's Registration Statement filed with the Securities and
Exchange Commission ("SEC"), as amended, copies of which shall be sent to the
Sub-Adviser by the Manager prior to the commencement of this Agreement and
promptly following any such amendment. The Sub-Adviser further agrees as
follows:
(a) The Sub-Adviser will conform with the 1940 Act and all rules and
regulations thereunder, all other applicable federal and state laws and
regulations, with any applicable procedures adopted by the Trust's Trustees of
which the Sub-Adviser has been sent a copy, and the provisions of the
Registration Statement of the Trust filed under the Securities Act of 1933 (the
"1933 Act") and the 1940 Act, as supplemented or amended, of which the
Sub-Adviser has received a copy, and with the Manager's portfolio manager
operating policies and procedures as in effect on the date hereof, as such
policies and procedures may be revised or amended by the Manager and agreed to
by the Sub-Adviser. In carrying out its duties under the Sub-Adviser Agreement,
the Sub-Adviser will comply with the following policies and procedures:
(i) The Sub-Adviser will manage each Series so that it meets the
income and asset diversification requirements of Section 851 of the Internal
Revenue Code.
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by
or with respect to the issuers of securities in which assets of the Series are
invested. The Manager may consult the Sub-Adviser from time to time for the
purpose of reviewing with representatives of the Manager and/or the Trustees any
proxy solicited by or with respect to the issuers of securities in which assets
of the Series are invested. In making such recommendations, the Sub-Adviser
shall use its good faith judgment to act in the best interests of the Series.
(iii) In connection with the purchase and sale of securities for each
Series, the Sub-Adviser will arrange for the transmission to the custodian and
portfolio accounting agent for the Series on a daily basis, such confirmation,
trade tickets, and other documents and information, including, but not limited
to, Cusip, Sedol, or other numbers that identify securities to be purchased or
sold on behalf of the Series, as may be reasonably necessary to enable the
custodian and portfolio accounting agent to perform its administrative and
record keeping responsibilities with respect to the Series. With respect to
portfolio securities to be settled
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through the Depository Trust Company, the Sub-Adviser will arrange for the
prompt transmission of the confirmation of such trades to the Trust's custodian
and portfolio accounting agent.
(iv) The Sub-Adviser will assist the custodian and portfolio
accounting agent for the Trust in determining or confirming, consistent with the
procedures and policies stated in the Registration Statement for the Trust or
adopted by the Trustees, the value of any portfolio securities or other assets
of the Series for which the custodian and portfolio accounting agent seeks
assistance from or identifies for review by the Sub-Adviser. The parties
acknowledge that the Sub-Adviser is not a custodian of the Series' assets and
will not take possession or custody of such assets.
(v) The Sub-Adviser will provide the Manager, no later than the 10th
business day following the end of each Series' semi-annual period and fiscal
year, a letter to shareholders (to be subject to review and editing by the
Manager) containing a discussion of those factors referred to in Item 5(a) of
1940 Act Form N-1A in respect of both the prior quarter and the fiscal year to
date.
(vi) The Sub-Adviser will complete and deliver to the Manager a
written compliance checklist in substantially the format as attached as SCHEDULE
B, as such format may change from time to time, for each month by the 10th
business day of the following month.
(b) The Sub-Adviser will complete and deliver to the Manager by the 10th
business day of each month a written report on each Series of the Trust that
contains the following information as of the immediately previous month's end:
(i) Composition of the assets of each Series' portfolio and the
impact of key portfolio holdings and sector concentrations on the Series.
(ii) Confirmation of each Series' current investment objective and
Sub-Adviser's projected plan to realize the Series' investment objectives.
(c) The Sub-Adviser will use reasonable efforts to make available to the
Trust and the Manager, upon request, any of the Series' investment records and
ledgers maintained by the Sub-Adviser (which shall not include the records and
ledgers maintained by the custodian or portfolio accounting agent for the Trust)
as are necessary to assist the Trust and the Manager to comply with requirements
of the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as
well as other applicable laws. The Sub-Adviser will use reasonable efforts to
furnish to regulatory authorities having the requisite authority any information
or reports in the possession of the Sub-Adviser in connection with such services
in respect to the Series which may be requested in order to ascertain whether
the operations of the Trust are being conducted in a manner consistent with
applicable laws and regulations.
(d) The Sub-Adviser will provide reports substantially in the format as
attached as SCHEDULE C, as such format may change from time to time, to the
Trust's Trustees for consideration at meetings of the Trustees on the investment
program for each Series and the
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issuers and securities represented in each Series' portfolio, and will furnish
the Trust's Trustees with respect to each Series such periodic and special
reports as the Trustees and the Manager may reasonably request.
3. BROKER-DEALER SELECTION. The Sub-Adviser is authorized to make decisions
to buy and sell securities and other investments for each Series' portfolio,
broker-dealer selection, and negotiation of brokerage commission rates in
effecting a security transaction. The Sub-Adviser's primary consideration in
effecting a security transaction will be to obtain the best execution for the
Series, taking into account the factors specified in the prospectus and/or
statement of additional information for the Trust, and determined in
consultation with the Manager, which include price (including the applicable
brokerage commission or dollar spread), the size of the order, the nature of the
market for the security, the timing of the transaction, the reputation, the
experience and financial stability of the broker-dealer involved, the quality of
the service, the difficulty of execution, and the execution capabilities and
operational facilities of the firm involved, and the firm's risk in positioning
a block of securities. Accordingly, the price to a Series in any transaction may
be less favorable than that available from another broker-dealer if the
difference is reasonably justified, in the judgment of the Sub-Adviser in the
exercise of its fiduciary obligations to the Trust, by other aspects of the
portfolio execution services offered. Subject to such policies as the Trust's
Trustees or Manager may determine and consistent with Section 28(e) of the
Securities Exchange Act of 1934, the Sub-Adviser shall not be deemed to have
acted unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused a Series to pay a broker-dealer
for effecting a portfolio investment transaction in excess of the amount of
commission another broker-dealer would have charged for effecting that
transaction, if the Sub-Adviser determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker-dealer, viewed in terms of either that
particular transaction or the Sub-Adviser's or the Manager's overall
responsibilities with respect to the Series and to their respective other
clients as to which they exercise investment discretion. The Sub-Adviser may
select broker-dealers that participate in commission recapture programs that
benefit the Trust, subject to the Sub-Adviser's duty to obtain best execution.
To the extent consistent with these standards, the Sub-Adviser is further
authorized to allocate the orders placed by it on behalf of a Series to the
Sub-Adviser if it is registered as a broker-dealer with the SEC, to an
affiliated broker-dealer, or to such brokers and dealers who also provide
research or statistical material, or other services to the Series, the
Sub-Adviser, or an affiliate of the Sub-Adviser. Such allocation shall be in
such amounts and proportions as the Sub-Adviser shall determine consistent with
the above standards, and the Sub-Adviser will report on said allocation
regularly to the Trust's Trustees indicating the broker-dealers to which such
allocations have been made and the basis therefore.
4. DISCLOSURE ABOUT SUB-ADVISER. The Sub-Adviser has reviewed the most
recent Post-Effective Amendment to the Registration Statement for the Trust
filed with the SEC that contains disclosure about the Sub-Adviser, and
represents and warrants that, with respect to the disclosure about the
Sub-Adviser or information relating, directly or indirectly, to the Sub-Adviser,
such Registration Statement contains, as of the date hereof, no untrue statement
of any material fact and does not omit any statement of a material fact which
was required to be stated therein or necessary to make the statements contained
therein, in light of the circumstances under which
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they were made, not misleading. The Sub-Adviser further represents and warrants
that it is a duly registered investment adviser under the Advisers Act and will
maintain such registration so long as this Agreement remains in effect. The
Sub-Adviser will provide the Manager with a copy of the Sub-Adviser's Form ADV,
Part II at the time the Form ADV is filed with the SEC.
5. EXPENSES. During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it and its staff and for their activities in connection
with its portfolio management duties under this Agreement. The Manager or the
Trust shall be responsible for all the expenses of the Trust's operations.
Notwithstanding the terms of this Section 5, if the Trust is required, under
applicable law, to supplement the Registration Statement because of a change
requested by the Sub-Adviser, the Sub-Adviser will reimburse the Trust and/or
the Manager for the cost of preparing, printing and distributing such
supplement, unless the Sub-Adviser is requesting the change in order to comply
with an applicable law, rule or regulation.
6. COMPENSATION. For the services provided to each Series, the Manager will
pay the Sub-Adviser an annual fee equal to the amount specified for such Series
in SCHEDULE A hereto, payable monthly in arrears.
The fee will be prorated to reflect any portion of a calendar month that
this Agreement is not in effect among the parties. In accordance with the
provisions of the Management Agreement, the Manager is solely responsible for
the payment of fees to the Sub-Adviser, and the Sub-Adviser agrees to seek
payment of its fees solely from the Manager.
7. MARKETING MATERIALS.
(a) During the term of this Agreement, the Sub-Adviser agrees to furnish
the Manager at its principal office for prior review and approval by the Manager
all written and/or printed materials, including but not limited to,
PowerPoint(R) or slide presentations, news releases, advertisements, brochures,
fact sheets and other promotional, informational or marketing materials (the
"Marketing Materials") for public dissemination, that are produced or are for
use or reference by the Sub-Adviser, its affiliates or other designees provided
at Sub-Adviser's direction, in connection with the Series, and Sub-Adviser shall
not use any such materials if the Manager reasonably objects in writing within
five business days (or such other period as may be mutually agreed) after
receipt thereof. The Manager's right to object to such Marketing Materials is
limited to the positions of such materials that expressly relate to the Manager
and its affiliates, the Trust, the Series or the Sub-Adviser's services
regarding the Series. Marketing Materials may be furnished to the Manager by
first class or overnight mail, facsimile transmission equipment, electronic
delivery or hand delivery.
(b) During the term of this Agreement, the Manager agrees to furnish the
Sub-Adviser at its principal office all prospectuses, proxy statements, reports
to shareholders, or Marketing Materials prepared for distribution to
shareholders of each Series, or the public that refer to the Sub-Adviser in any
way, prior to the use thereof, and the Manager shall not use any such materials
if the Sub-Adviser reasonably objects in writing within five business days (or
such other period as may be mutually agreed) after receipt thereof. The
Sub-Adviser's right to object to such materials is limited to the portions of
such materials that expressly relate to the Sub-
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Adviser, its services and its clients. The Manager agrees to use its reasonable
best efforts to ensure that materials prepared by its employees or agents or its
affiliates that refer to the Sub-Adviser or its clients in any way are
consistent with those materials previously approved by the Sub-Adviser as
referenced in the first sentence of this paragraph. Marketing Materials may be
furnished to the Sub-Adviser by first class or overnight mail, facsimile
transmission equipment, electronic delivery or hand delivery.
8. COMPLIANCE.
(a) The Sub-Adviser agrees to use reasonable compliance techniques as the
Manager or the Board of Trustees may adopt, including any written or electronic
compliance procedures that are reasonably designed to comply with applicable
regulatory requirements.
(b) The Sub-Adviser agrees that it shall promptly notify the Manager and
the Trust (1) in the event that the SEC has censured the Sub-Adviser; placed
limitations upon its activities, functions or operations; suspended or revoked
its registration as an investment adviser; or has commenced proceedings or an
investigation that may result in any of these actions, or (2) upon having a
reasonable basis for believing that the Trust has ceased to qualify or might not
qualify as a regulated investment company under Subchapter M of the Internal
Revenue Code. The Sub-Adviser further agrees to notify the Manager and the Trust
promptly of any material fact known to the Sub-Adviser respecting or relating to
the Sub-Adviser that is not contained in the Registration Statement or
prospectus for the Trust, or any amendment or supplement thereto, or if any
statement contained therein that becomes untrue in any material respect.
(c) The Manager agrees that it shall promptly notify the Sub-Adviser (1)
in the event that the SEC has censured the Manager or the Trust; placed
limitations upon either of their activities, functions, or operations; suspended
or revoked the Manager's registration as an investment adviser; or has commenced
proceedings or an investigation that may result in any of these actions, or (2)
upon having a reasonable basis for believing that the Trust has ceased to
qualify or might not qualify as a regulated investment company under Subchapter
M of the Internal Revenue Code.
9. BOOKS AND RECORDS. The Trust and the Manager, or an investment adviser
designated by the Manager, shall have access at all reasonable times and on
reasonable notice to all records maintained by the Sub-Adviser. The Sub-Adviser
agrees that it will surrender upon reasonable request to the Manager copies of
records in its possession relating to the Series or the services rendered by the
Sub-Adviser relating to the Series, provided that the Sub-Adviser shall keep the
originals of such records to the extent necessary for the Sub-Adviser to comply
with applicable laws, including Rule 31a-3 under the 1940 Act. The Sub-Adviser
further agrees to preserve such records for such time periods as may be
prescribed by Rule 31a-2 under the 1940 Act., provided that before disposing of
any such records, Sub-Adviser will advise the Adviser and deliver the same to
Manager if so requested.
10. COOPERATION; CONFIDENTIALITY. Each party to this Agreement agrees to
cooperate with the other party and with all appropriate governmental authorities
having the requisite
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jurisdiction (including, but not limited to, the SEC) in connection with any
investigation or inquiry relating to this Agreement or the Trust.
Subject to the foregoing, the Sub-Adviser shall treat as confidential all
information pertaining to the Trust and actions of the Trust, the Manager and
the Sub-Adviser, and the Manager shall treat as confidential and use only in
connection with the Series all information furnished to the Trust or the Manager
by the Sub-Adviser, in connection with its duties under the agreement, except
that the aforesaid information need not be treated as confidential if required
to be disclosed under applicable law, if generally available to the public
through means other than by disclosure by the Sub-Adviser or the Manager, or if
available from a source other than the Manager, Sub-Adviser or the Trust.
11. NON-EXCLUSIVITY. The services of the Sub-Adviser to the Series and the
Trust are not to be deemed to be exclusive, and the Sub-Adviser shall be free to
render investment advisory or other services to others (including other
investment companies) and to engage in other activities.
12. PROHIBITED CONDUCT. The Sub-Adviser may not consult with any other
sub-adviser of the Trust concerning transactions in securities or other assets
for any investment portfolio of the Trust, including the Series, except that
such consultations are permitted between the current and successor sub-advisers
of the Series in order to effect an orderly transition of sub-advisory duties so
long as such consultations are not concerning transactions prohibited by Section
17(a) of the 1940 Act.
13. REPRESENTATIONS RESPECTING SUB-ADVISER. The Manager agrees that neither
the Manager, nor affiliated persons of the Manager, shall give any information
or make any representations or statements in connection with the sale of shares
of the Series concerning the Sub-Adviser or the Series other than the
information or representations contained in the Registration Statement,
prospectus, or statement of additional information for the Trust's shares, as
they may be amended or supplemented from time to time, or in reports or proxy
statements for the Trust, or in sales literature or other promotional material
approved in advance by the Sub-Adviser, except with the prior permission of the
Sub-Adviser.
14. CONTROL. Notwithstanding any other provision of the Agreement, it is
understood and agreed that the Trust shall at all times retain the ultimate
responsibility for and control of all functions performed pursuant to this
Agreement and has reserved the right to reasonably direct in accordance with
this agreement any action hereunder taken on its behalf by the Sub-Adviser.
15. LIABILITY. The management services provided by the Sub-Adviser are
wholly for the account and risk of the Trust. Other than in the cases where such
damage arises out of willful misfeasance, bad faith, or negligence in the
performance of duties on the part of the Sub-Adviser, or by reason of its
reckless disregard of obligations and duties under this agreement, the
Sub-Adviser is not responsible for any damage that the Series, the Trust, the
Manager or any other party may suffer at any time, including damage resulting
form reductions in value or losses and damage as a result of shortcomings of
natural persons and legal entities that are not a party to this agreement, other
than employees or agents of the Sub-Adviser.
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No party shall be liable for any losses caused by force majeure, riot, war
or natural events due to other occurences for which the party can not be held
responsible (e.g. administrative act of domestic or foreign high authorities).
16. INDEMNIFICATION.
(a) The Manager agrees to indemnify and hold harmless the Sub-Adviser, any
affiliated person of the Sub-Adviser, and each person, if any, who, within the
meaning of Section 15 of the 1933 Act controls ("controlling person") the
Sub-Adviser (all of such persons being referred to as "Sub-Adviser Indemnified
Persons") against any and all losses, claims, damages, liabilities, or
litigation (including legal and other expenses) to which a Sub-Adviser
Indemnified Person may become subject under the 1933 Act, the 1940 Act, the
Advisers Act, under any other statute, at common law or otherwise, arising out
of the Sub-Adviser's activities pursuant to this agreement, arising out of the
Manager's responsibilities to the Trust which (1) may be based upon the
Manager's negligence, willful misfeasance, or bad faith in the performance of
its duties (which could include a negligent action or a negligent omission to
act), or by reason of the Manager's reckless disregard of its obligations and
duties under this Agreement or (2) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or prospectus covering shares of the Trust or any Series, or any
amendment thereof or any supplement thereto, or the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, unless such statement or omission
was made in reliance upon information furnished to the Manager or the Trust or
to any affiliated person of the Manager by a Sub-Adviser Indemnified Person;
provided however, that in no case shall the indemnity in favor of the
Sub-Adviser Indemnified Person be deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misfeasance, bad faith, or negligence in the performance of its duties,
or by reason of its reckless disregard of obligations and duties under this
Agreement.
(b) Notwithstanding Section 15 of this Agreement, the Sub-Adviser agrees
to indemnify and hold harmless the Manager, any affiliated person of the
Manager, and any controlling person of the Manager (all of such persons being
referred to as "Manager Indemnified Persons") against any and all losses,
claims, damages, liabilities, or litigation (including legal and other expenses)
to which a Manager Indemnified Person may become subject under the 1933 Act,
1940 Act, the Advisers Act, under any other statute, at common law or otherwise,
arising out of the Sub-Adviser's responsibilities as Sub-Adviser of the Series
which (1) may be based upon the Sub-Adviser's negligence, willful misfeasance,
or bad faith in the performance of its duties (which could include a negligent
action or a negligent omission to act), or by reason of the Sub-Adviser's
reckless disregard of its obligations and duties under this Agreement, or (2)
may be based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or prospectus covering the shares
of the Trust or any Series, or any amendment or supplement thereto, or the
omission or alleged omission to state therein a material fact known or which
should have been known to the Sub-Adviser and was required to be stated therein
or necessary to make the statements therein not misleading, unless such a
statement or omission was made in reliance upon information furnished to the
Sub-Adviser or any affiliated person of the Sub-Adviser by the Manager
Indemnified Persons; provided, however, that in no
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case shall the indemnity in favor of a Manager Indemnified Person be deemed to
protect such person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith, negligence in
the performance of its duties, or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(c) The Manager shall not be liable under Paragraph (a) of this Section 16
with respect to any claim made against a Sub-Adviser Indemnified Person unless
such Sub-Adviser Indemnified Person shall have notified the Manager in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Sub-Adviser Indemnified Person (or after such Sub-Adviser Indemnified Person
shall have received notice of such service on any designated agent), but failure
to notify the Manager of any such claim shall not relieve the Manager from any
liability which it may have to the Sub-Adviser Indemnified Person against whom
such action is brought except to the extent the Manager is prejudiced by the
failure or delay in giving such notice. In case any such action is brought
against the Sub-Adviser Indemnified Person, the Manager will be entitled to
participate, at its own expense, in the defense thereof or, after notice to the
Sub-Adviser Indemnified Person, to assume the defense thereof, with counsel
satisfactory to the Sub-Adviser Indemnified Person. If the Manager assumes the
defense of any such action and the selection of counsel by the Manager to
represent the Manager and the Sub-Adviser Indemnified Person would result in a
conflict of interests and therefore, would not, in the reasonable judgment of
the Sub-Adviser Indemnified Person, adequately represent the interests of the
Sub-Adviser Indemnified Person, the Manager will, at its own expense, assume the
defense with counsel to the Manager and, also at its own expense, with separate
counsel to the Sub-Adviser Indemnified Person, which counsel shall be
satisfactory to the Manager and to the Sub-Adviser Indemnified Person. The
Sub-Adviser Indemnified Person shall bear the fees and expenses of any
additional counsel retained by it, and the Manager shall not be liable to the
Sub-Adviser Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Sub-Adviser Indemnified Person
independently in connection with the defense thereof other than reasonable costs
of investigation. The Manager shall not have the right to compromise on or
settle the litigation without the prior written consent of the Sub-Adviser
Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Sub-Adviser Indemnified Person.
(d) The Sub-Adviser shall not be liable under Paragraph (b) of this
Section 16 with respect to any claim made against a Manager Indemnified Person
unless such Manager Indemnified Person shall have notified the Sub-Adviser in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon such
Manager Indemnified Person (or after such Manager Indemnified Person shall have
received notice of such service on any designated agent), but failure to notify
the Sub-Adviser of any such claim shall not relieve the Sub-Adviser from any
liability which it may have to the Manager Indemnified Person against whom such
action is brought except to the extent the Sub-Adviser is prejudiced by the
failure or delay in giving such notice. In case any such action is brought
against the Manager Indemnified Person, the Sub-Adviser will be entitled to
participate, at its own expense, in the defense thereof or, after notice to the
Manager Indemnified Person, to assume the defense thereof, with counsel
satisfactory to the Manager Indemnified Person. If the Sub-Adviser assumes the
defense of any such action and the selection of counsel by the Sub-
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Adviser to represent both the Sub-Adviser and the Manager Indemnified Person
would result in a conflict of interests and therefore, would not, in the
reasonable judgment of the Manager Indemnified Person, adequately represent the
interests of the Manager Indemnified Person, the Sub-Adviser will, at its own
expense, assume the defense with counsel to the Sub-Adviser and, also at its own
expense, with separate counsel to the Manager Indemnified Person, which counsel
shall be satisfactory to the Sub-Adviser and to the Manager Indemnified Person.
The Manager Indemnified Person shall bear the fees and expenses of any
additional counsel retained by it, and the Sub-Adviser shall not be liable to
the Manager Indemnified Person under this Agreement for any legal or other
expenses subsequently incurred by the Manager Indemnified Person independently
in connection with the defense thereof other than reasonable costs of
investigation. The Sub-Adviser shall not have the right to compromise on or
settle the litigation without the prior written consent of the Manager
Indemnified Person if the compromise or settlement results, or may result in a
finding of wrongdoing on the part of the Manager Indemnified Person.
17. DURATION AND TERMINATION.
(a) This Agreement shall become effective on the date first indicated
above, subject to the condition that the Trust's Trustees, including a majority
of those Trustees who are not interested persons (as such term is defined in the
0000 Xxx) of the Manager or the Sub-Adviser, and the shareholders of each
Series, shall have approved this Agreement. This Agreement shall remain in full
force and effect until NOVEMBER 30, 2006 subject to termination pursuant to this
agreement or termination otherwise by law. and continue on an annual basis
thereafter with respect to each Series covered by this Agreement; provided that
such annual continuance is specifically approved each year by (a) the Trustees
of the Trust, or by the vote of a majority of the outstanding voting securities
(as defined in the 0000 Xxx) of each Series, and (b) the vote of a majority of
those Trustees who are not parties to this Agreement or interested persons (as
such term is defined in the 0000 Xxx) of any such party to this Agreement cast
in person at a meeting called for the purpose of voting on such approval.
However, any approval of this Agreement by the holders of a majority of the
outstanding shares (as defined in the 0000 Xxx) of a Series shall be effective
to continue this Agreement with respect to such Series notwithstanding (a) that
this Agreement has not been approved by the holders of a majority of the
outstanding shares of any other Series, or (b) that this agreement has not been
approved by the vote of a majority of the outstanding shares of the Trust,
unless such approval shall be required by any other applicable law or otherwise.
Notwithstanding the foregoing, this Agreement may be terminated with
respect to any Series covered by this Agreement: (a) by the Manager at any time,
upon sixty (60) days' written notice to the Sub-Adviser and the Trust, (b) at
any time without payment of any penalty by the Trust, by the Trust's Trustees or
a majority of the outstanding voting securities of each Series, upon sixty (60)
days' written notice to the Manager and the Sub-Adviser, or (c) by the
Sub-Adviser at any time without payment of any penalty upon three (3) months'
written notice unless the Trust or the Manager requests additional time to find
a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the
additional time requested by the Trust or Manager not to exceed three (3)
additional months beyond the initial three-month notice period; provided,
however, that the Sub-Adviser may terminate this Agreement at any time without
penalty, effective upon written notice to the Manager and the Trust, in the
event either the Sub-Adviser
10
(acting in good faith) or the Manager ceases to be registered as an investment
adviser under the Advisers Act or otherwise becomes legally incapable of
providing investment management services pursuant to its respective contract
with the Trust, or in the event the Manager or the Trust becomes bankrupt or
otherwise incapable of carrying out its obligations under this Agreement, or in
the event that the Sub-Adviser does not receive compensation for its services
from the Manager or the Trust as required by the terms of this agreement.
In the event of termination for any reason, all available records of each
Series for which the Agreement is terminated shall be returned to the Manager or
the Trust, free from any claim or retention of rights in such record by the
Sub-Adviser, although the Sub-Adviser may, at its own expense, make and retain a
copy of such records. This Agreement shall automatically terminate in the event
of its assignment (as such term is described in the 1940 Act). In the event this
Agreement is terminated or is not approved in the manner described above, the
Sections or Paragraphs numbered 9, 10, 13, 14, 15 and 16 of this Agreement shall
remain in effect, as well as any applicable provision of this Section numbered
17 and, to the extent that only amounts are owed to the Sub-Adviser as
compensation for services rendered while the agreement was in effect, Section 6.
(b) NOTICES. Any notice must be in writing and shall be sufficiently given
(1) when delivered in person, (2) when dispatched by telegram or electronic
facsimile transfer (confirmed in writing by postage prepaid first class air mail
simultaneously dispatched), (3) when sent by internationally recognized
overnight courier service (with receipt confirmed by such overnight courier
service), or (4) when sent by registered or certified mail, to the other party
at the address of such party set forth below or at such other address as such
party may from time to time specify in writing to the other party.
If to the Trust:
ING Global Dividend and Premium Opportunity Fund
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxx, Xx.
If to the Manager:
ING Investments, LLC
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000 XXX
Attention: Xxxxxxx X. Xxxxxx
If to the Sub-Adviser:
ING Investment Management Advisors B.V.
Xxxxxxx Xxxxxxxxxxx 00
Xxx Xxxxx, Xxx Xxxxxxxxxxx
Attention: Xxxxxxx Xxxxxxxxxxx
00
00. AMENDMENTS. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no amendment of this Agreement shall be effective
until approved as required by applicable law.
19. MISCELLANEOUS.
(a) This Agreement shall be governed by the laws of the State of New York,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Advisers Act or rules or orders of the SEC thereunder, and
without regard for the conflicts of laws principle thereof. The term "affiliate"
or "affiliated person" as used in this Agreement shall mean "affiliated person"
as defined in Section 2(a)(3) of the 0000 Xxx.
(b) The Manager and the Sub-Adviser acknowledge that the Trust enjoys the
rights of a third-party beneficiary under this Agreement, and the Manager
acknowledges that the Sub-Adviser enjoys the rights of a third party beneficiary
under the Management Agreement.
(c) The captions of this Agreement are included for convenience only and
in no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
(d) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby, and to this extent, the provisions of this
Agreement shall be deemed to be severable.
(e) Nothing herein shall be construed as constituting the Sub-Adviser as
an agent or co-partner of the Manager, or constituting the Manager as an agent
or co-partner of the Sub-Adviser.
(f) This agreement may be executed in counterparts.
12
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
ING INVESTMENTS, LLC
By:
------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
ING INVESTMENT MANAGEMENT ADVISORS B.V.
By:
------------------------------
------------------------------
Title
13
SCHEDULE A
WITH RESPECT TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
ING INVESTMENTS, LLC
AND
ING INVESTMENT MANAGEMENT ADVISORS B.V.
ANNUAL SUB-ADVISER FEE
----------------------
SERIES (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
------
ING Global Dividend and Premium
Opportunity Fund 0.69%
14
SCHEDULE B
[TO BE PROVIDED]
15
SCHEDULE C
[TO BE PROVIDED]
16
