SUB-ADVISORY AGREEMENT ING RISK MANAGED NATURAL RESOURCES FUNDSub-Advisory Agreement • October 24th, 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”).
AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • October 24th, 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”).
ADMINISTRATION AGREEMENTAdministration Agreement • October 24th, 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.
INVESTMENT MANAGEMENT AGREEMENT ING RISK MANAGED NATURAL RESOURCES FUNDInvestment Management Agreement • October 24th, 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”).
FORM OF ING RISK MANAGED NATURAL RESOURCES FUND Common Shares of Beneficial Interest ($0.01 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 2006 • ING Risk Managed Natural Resources Fund • New York
The undersigned, ING Risk Managed Natural Resources 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 Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Unless otherwise s
October 24, 2006 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 24th, 2006 • ING Risk Managed Natural Resources 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 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.
ING RISK MANAGED NATURAL RESOURCES FUND Scottsdale, Arizona 85258Distribution Agreement • October 24th, 2006 • ING Risk Managed Natural Resources Fund • 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.
FORM OF STRUCTURING FEE AGREEMENT October , 2006Structuring Fee Agreement • October 24th, 2006 • ING Risk Managed Natural Resources Fund • New York
Reference is made to the Underwriting Agreement dated the date hereof (the “Underwriting Agreement”), by and among ING Risk Managed Natural Resources Fund (the “Fund”), ING Investments, LLC (the “Adviser”), ING Investment Management Co. and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s Common Shares, as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FORM OF ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • October 24th, 2006 • ING Risk Managed Natural Resources Fund • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of October , 2006, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and ING Investments, LLC. (“ING Investments”).
October 24, 2006 Kerri Shenkin Assistant Vice President, Relationship Manager The Bank of New YorkStock Transfer Agency Agreement • October 24th, 2006 • ING Risk Managed Natural Resources Fund
FORM OF ADDITIONAL COMPENSATION AGREEMENTAdditional Compensation Agreement • October 24th, 2006 • ING Risk Managed Natural Resources Fund • New York
ADDITIONAL COMPENSATION AGREEMENT (the “Agreement”), dated as of October , 2006, between A.G. Edwards & Sons, Inc. (“A.G. Edwards”) and ING Investments, LLC. (“ING Investments”).
