SUB-ADVISORY AGREEMENT ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUNDSub-Advisory Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • Arizona
AGREEMENT made this 26th day of October 2005 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).
AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENT between EACH ENTITY LISTED ON SCHEDULE A HERETO and THE BANK OF NEW YORK Dated as of October 26, 2005 ACCOUNT NUMBER(S) [2180; 2288]Stock Transfer Agency Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
AMENDED AND RESTATED AGREEMENT, made as of October 26, 2005, by and between EACH ENTITY LISTED IN SCHEDULE A HERETO (hereinafter collectively referred to as the “Customer”), and THE BANK OF NEW YORK, a New York trust company (hereinafter referred to as the “Bank”).
ADMINISTRATION AGREEMENTAdministration Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
THIS AGREEMENT made this 26th day of October 2005, between ING Global Advantage and Premium Opportunity 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 GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUNDInvestment Management Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
THIS INVESTMENT MANAGEMENT AGREEMENT made as of October 26, 2005, is by and between ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY 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”).
Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Merrill Lynch World Headquarters 4 World Financial Center New York, N.Y. 10800 STANDARD DEALER AGREEMENTStandard Dealer Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund
In connection with public offerings of securities underwritten by us, or by a group of underwriters (the “Underwriters”) represented by us, you may be offered the opportunity to purchase a portion of such securities, as principal, at a discount from the offering price representing a selling concession or reallowance granted as consideration for services rendered by you in the sale of such securities. We request that you agree to the following terms and provisions, and make the following representations, which, together with any additional terms and provisions set forth in any wire or letter sent to you in connection with a particular offering, will govern all such purchases of securities and the reoffering thereof by you.
MASTER AGREEMENT AMONG UNDERWRITERSMaster Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
This Agreement, as amended or supplemented by the Invitation, shall become effective with respect to our participation in an offering of securities if you receive our oral or written acceptance and you do not receive a written communication revoking our acceptance prior to the time and date specified in the Invitation (our unrevoked acceptance after expiration of such time and date being hereinafter referred to as our “Acceptance”). Our Acceptance will constitute our confirmation that, except as otherwise stated in such Acceptance, each statement included in the Master Underwriters’ Questionnaire set forth as Exhibit A hereto (or otherwise furnished to us) is correct. The issuer of the securities in any offering of securities made pursuant to this Agreement is hereinafter referred to as the “Issuer”. If the Purchase Agreement does not provide for an over-allotment opinion, the securities to be purchased are hereinafter referred to as the “Securities”; if the purchase Agreement provides
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND Scottsdale, Arizona 85258Distribution Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
ING Global Advantage and Premium Opportunity Fund is a Delaware statutory trust operating as a closed-end management investment company (hereinafter referred to as the “Trust”). The Trust has filed a registration statement on Form N-2 (File Nos. 333-126570 and 811-21786) (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended (the “1933 Act”) to register shares of the Trust which may be issued and sold to the public from time to time.
FORM OF ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of October [ ], 2005, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and ING Investments, LLC (“ING Investments”).
EXPENSE LIMITATION AGREEMENT ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUNDExpense Limitation Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund
This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective October 26, 2005, by and between ING Investments, LLC (the “Investment Manager”) and ING Global Advantage and Premium Opportunity 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.
October 26, 2005 Ms. Mary Jean Milner Vice President The Bank of New York One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:Custody Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity 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 Global Advantage and Premium Opportunity Fund (the “Fund”) to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated July 29, 2005.
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
Reference is made to the Purchase Agreement dated October [ ], 2005 (the “Purchase Agreement”), by and among ING Global Advantage and Premium Opportunity Fund (the “Fund”), ING Investments, LLC (the “Adviser”), ING Investment Management Co. (the “Sub-Adviser”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s common stock, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Purchase Agreement.
FORM OF INCENTIVE FEE AGREEMENTIncentive Fee Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
INCENTIVE FEE AGREEMENT (the “Agreement”), dated as of October [ ], 2005, between A.G. Edwards & Sons, Inc. (“A.G. Edwards”) and ING Investments, LLC (“ING Investments”).
FORM OF STRUCTURING FEE AGREEMENTStructuring Fee Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity Fund • New York
Reference is made to the Purchase Agreement dated October [ ], 2005 (the “Purchase Agreement”), by and among ING Global Advantage and Premium Opportunity Fund (the “Fund”), ING Investments, LLC (the “Adviser”), ING Investment Management Co. (the “Sub-Adviser”) and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s common stock, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Purchase Agreement.
October 26, 2005Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Cash Reserve Agreement • October 25th, 2005 • ING Global Advantage & Premium Opportunity 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 Global Advantage and Premium Opportunity Fund (the “Fund”) to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated July 29, 2005.
