0001193125-06-195953 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT ING RISK MANAGED NATURAL RESOURCES FUND
Sub-Advisory Agreement • September 25th, 2006 • ING Risk Managed Natural Resources Fund • Arizona

AGREEMENT made this 24th day of October 2006 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).

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AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • September 25th, 2006 • ING Risk Managed Natural Resources 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”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • September 25th, 2006 • ING Risk Managed Natural Resources Fund • New York

THIS AGREEMENT made this 24th day of October 2006, between ING Risk Managed Natural Resources 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.

FORM OF INVESTMENT MANAGEMENT AGREEMENT ING RISK MANAGED NATURAL RESOURCES FUND
Investment Management Agreement • September 25th, 2006 • ING Risk Managed Natural Resources Fund • New York

THIS INVESTMENT MANAGEMENT AGREEMENT made as of October 24, 2006, is by and between ING RISK MANAGED NATURAL RESOURCES 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”).

Ms. Mary Jean Milner Vice President The Bank of New York One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:
ING Risk Managed Natural Resources Fund • September 25th, 2006

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 Risk Managed Natural Resources 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 June 19, 2006.

FORM OF ING RISK MANAGED NATURAL RESOURCES FUND Scottsdale, Arizona 85258
ING Risk Managed Natural Resources Fund • September 25th, 2006 • New York

ING Risk Managed Natural Resources 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—136495 and 811 - 21938) (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.

CUSTODY AGREEMENT
Custody Agreement • September 25th, 2006 • ING Risk Managed Natural Resources Fund • New York

AGREEMENT, dated as of January 6, 2003 between each entity listed in Exhibit A hereto (each a “Fund”; and collectively, the “Funds”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

FOREIGN CUSTODY MANAGER AGREEMENT
Manager Agreement • September 25th, 2006 • ING Risk Managed Natural Resources Fund • New York

AGREEMENT made as of January 6, 2003 between each entity listed on Schedule 1 attached hereto (each a “Fund” and collectively, “Funds”) and The Bank of New York (“BNY”).

Kerri Shenkin Assistant Vice President, Relationship Manager The Bank of New York
ING Risk Managed Natural Resources Fund • September 25th, 2006
Ms. Mary Jean Milner Vice President The Bank of New York One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:
ING Risk Managed Natural Resources Fund • September 25th, 2006

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 Risk Managed Natural Resources 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 June 19, 2006.

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