SUB-ADVISORY AGREEMENT ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUNDSub-Advisory Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
This AGREEMENT is made as of this 26th day of January, 2010, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).
January 26, 2010 Ms. Mary Jean Milner Vice President The Bank of New York Mellon One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:Custody Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Custody & Fund Accounting Fee Schedule, and Global Securities Fee Schedule, each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (the “Agreements”), we hereby notify you of the addition of ING Infrastructure, Industrials and Materials Fund (the “Fund”), effective January 26, 2010, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated August 20, 2009.
ADMINISTRATION AGREEMENTAdministration Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
THIS AGREEMENT is made as of this 26th day of January, 2010, between ING Infrastructure, Industrials and Materials Fund (the “Trust”), a Delaware statutory trust, and ING Funds Services, LLC (the “Administrator”), a limited liability company organized under the laws of the State of Delaware.
INVESTMENT MANAGEMENT AGREEMENT ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUNDInvestment Management Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
THIS INVESTMENT MANAGEMENT AGREEMENT, made as of January 26, 2010, is by and between ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND, a Delaware statutory trust (hereinafter called the “Fund”), and ING INVESTMENTS, LLC, a limited liability company organized and existing under the laws of the State of Arizona (hereinafter called the “Manager”).
ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND [ ] Common Shares of Beneficial Interest ($0.01 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
The undersigned, ING Infrastructure, Industrials and Materials Fund, a Delaware statutory trust (the “Fund”), ING Investments, LLC, an Arizona limited liability company (the “Adviser”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser” and together with the Adviser, the “Advisers”), address you as underwriters and as the representatives (the “Representatives”) of each of the several underwriters named in Schedule I hereto (the “Underwriters”). The Fund proposes to sell to the Underwriters [ ] shares of its common shares of beneficial interest, par value $0.01 per share (the “Common Shares”) (said shares to be issued and sold by the Fund being hereinafter called the “Underwritten Securities”). The Fund also proposes to grant to the Underwriters an option to purchase up to [ ] additional Common Shares to cover over-allotments (the “Option Securities”; the Option
MASTER SELECTED DEALER AGREEMENTMaster Selected Dealer Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
In connection with registered public offerings of securities for which we are acting as manager or co-manager of an underwriting syndicate or unregistered offerings of securities for which we are acting as manager or co-manager of the initial purchasers, you may be offered the right as a selected dealer to purchase as principal a portion of such securities. This will confirm our mutual agreement as to the general terms and conditions applicable to your participation in any such selected dealer group.
MASTER AGREEMENT AMONG UNDERWRITERS Registered SEC Offerings (including Multiple Syndicate Offerings), Standby Underwritings and Exempt Offerings (other than Offerings of Municipal Securities)Master Agreement Among Underwriters • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
From time to time Salomon Smith Barney Inc. (“Salomon Smith Barney”) may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale (an “Offering”) to which this Master Agreement Among Underwriters (the “Salomon Smith Barney Master AAU”) shall apply, we will send the information set forth below in Section 1.1 to you by one or more wires, telexes, facsimile or electronic data transmissions or other written communications (each a “Wire” and collectively, an “AAU”). Each Wire will indicate that it is a Wire pursuant to the Salomon Smith Barney Master AAU. The Wire inviting you to participate in an Offering is referred to herein as the “Invitation Wire”. You and we hereby agree that by the terms hereof the provisions of this Salomo
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2010 (the “Underwriting Agreement”), by and among ING Infrastructure, Industrials and Materials Fund (the “Fund”), ING Investments, LLC (the “Adviser”), ING Investment Management Co. (the “Subadviser”) and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s shares of common stock (the “Common Shares”) (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
MARKETING AND STRUCTURING FEE AGREEMENTMarketing and Structuring Fee Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
This agreement is between ING Investments, LLC, an Arizona limited liability company (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to ING Infrastructure Development Equity Fund, a Delaware statutory trust (the “Fund”).
EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective January 26, 2010, by and between ING Investments, LLC (the “Investment Manager”) and ING Infrastructure, Industrials and Materials Fund (the “Registrant”). The Registrant is not a series fund investment company, therefore this Agreement shall apply to the Registrant, and the use of the terms “Fund” or “Funds” herein shall refer to the Registrant.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
Reference is made to the Underwriting Agreement dated [·], 2010 (the “Underwriting Agreement”), by and among ING Infrastructure Development Equity Fund, a Delaware statutory trust (the “Fund”), ING Investments, LLC, an Arizona limited liability company (the “Adviser”), ING Investment Management Co., a Connecticut corporation, and each of the Underwriters named in Schedule I therein, severally, with respect to the issue and sale of the Fund’s Securities (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
January 26, 2010Custody Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Custody & Fund Accounting Fee Schedule, and Global Securities Fee Schedule, each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (the “Agreements”), we hereby notify you of the addition of ING Infrastructure, Industrials and Materials Fund (the “Fund”), effective January 26, 2010, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated August 20, 2009.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
This agreement is between ING Investments, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the ING Infrastructure, Industrials and Materials Fund (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [·], 2010 between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and ING Investments, LLC (“ING Investments”).
January 26, 2010 Ms. Katherine Dinella Vice President The Bank of New York Mellon - Securities LendingSecurities Lending Agreement and Guaranty • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund
January 26, 2010Stock Transfer Agency Agreement • January 26th, 2010 • ING Infrastructure, Industrials & Materials Fund
