ING Risk Managed Natural Resources Fund Sample Contracts

SUB-ADVISORY AGREEMENT Voya NATURAL RESOURCES Equity Income FUND
Sub-Advisory Agreement • April 29th, 2015 • Voya Natural Resources Equity Income Fund • New York

AGREEMENT, effective as of November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and Voya Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).

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AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENT
Stock 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”).

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INVESTMENT MANAGEMENT AGREEMENT Voya NATURAL RESOURCES Equity Income FUND
Investment Management Agreement • April 29th, 2015 • Voya Natural Resources Equity Income Fund • New York

AGREEMENT, effective as of November 18, 2014, between Voya Natural Resources Equity Income Fund (the “Fund”), a Delaware statutory trust, and Voya Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

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ADMINISTRATION AGREEMENT
Administration 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.

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INVESTMENT MANAGEMENT AGREEMENT ING RISK MANAGED NATURAL RESOURCES FUND
Investment 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”).

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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:
ING Risk Managed Natural Resources Fund • October 24th, 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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FORM OF ING RISK MANAGED NATURAL RESOURCES FUND Common Shares of Beneficial Interest ($0.01 par value) UNDERWRITING AGREEMENT
Underwriting 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

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AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT VOYA NATURAL RESOURCES EQUITY INCOME FUND
Investment Management Agreement • October 29th, 2015 • Voya Natural Resources Equity Income Fund • New York

AGREEMENT dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Natural Resources Equity Income Fund (the “Fund”), a Delaware statutory trust, and Voya Investments, LLC (the “Manager”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

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FORM OF MANAGEMENT AGREEMENT
Management Agreement • April 29th, 2015 • Voya Natural Resources Equity Income Fund • Delaware
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ING RISK MANAGED NATURAL RESOURCES FUND Scottsdale, Arizona 85258
ING Risk Managed Natural Resources Fund • October 24th, 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.

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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”).

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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”).

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FORM OF STRUCTURING FEE AGREEMENT October , 2006
Structuring 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.

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FORM OF ADDITIONAL COMPENSATION AGREEMENT
Additional 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”).

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Exhibits
ING Risk Managed Natural Resources Fund • April 29th, 2008
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ITEM 77Q1 – Exhibits
ING Risk Managed Natural Resources Fund • October 29th, 2013
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Kerri Shenkin Assistant Vice President, Relationship Manager The Bank of New York
ING Risk Managed Natural Resources Fund • September 25th, 2006
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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:
ING Risk Managed Natural Resources Fund • October 24th, 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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ITEM 77Q1– Exhibits
Voya Natural Resources Equity Income Fund • April 29th, 2015
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October 24, 2006 Kerri Shenkin Assistant Vice President, Relationship Manager The Bank of New York
ING Risk Managed Natural Resources Fund • October 24th, 2006
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FORM OF ADDITIONAL COMPENSATION AGREEMENT
Additional 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”).

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ITEM 77Q1 – Exhibits
Voya Natural Resources Equity Income Fund • October 29th, 2015
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FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING RISK MANAGED NATURAL RESOURCES FUND
Sub-Advisory Agreement • April 29th, 2008 • ING Risk Managed Natural Resources Fund

This First Amendment, effective as of September 15, 2007, amends the Sub-Advisory Agreement (the “Agreement”) dated the 24th day of October, 2006 between ING Investments, LLC,

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