Exhibit 99.B(2)(K)(ii)
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
March 28, 2005
ING Funds Distributor, LLC
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Re: Distribution Agreement (the "Agreement")
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Gentlemen:
ING Global Equity Dividend 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. 333-114333 and 811-21553) (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.
You have informed us that ING Funds Distributor, LLC is registered as a
broker-dealer under the provisions of the Securities Exchange Act of 1934 and is
a member in good standing of the National Association of Securities Dealers,
Inc. You have indicated your desire to act as distributor for certain of the
shares of the Trust issued pursuant to the Registration Statement. We have been
authorized by the Trust to execute and deliver this Agreement to you by a
resolution of our Board of Trustees (the "Trustees") adopted at a meeting of the
Trustees, at which a majority of Trustees, including a majority of our Trustees
who are not otherwise interested persons (as such term is defined in the 0000
Xxx) of our investment manager or its related organizations, were present and
voted in favor of such resolution approving this Agreement.
1. APPOINTMENT OF DISTRIBUTOR. Upon the execution of this Agreement and
in consideration of the agreements on your part herein expressed and upon the
terms and conditions set forth herein, we hereby appoint you as a distributor
for shares of the Trust to be issued pursuant to the Registration Statement (the
"Shares"), and agree that we will deliver to you such Shares as you may sell.
You agree to use reasonable efforts to promote the sale of the Shares, but you
are not obligated to sell any specific number of the Shares.
2. SELECTED DEALERS. You may enter into selected dealer agreements, on
such terms and conditions as you determine are not inconsistent with this
Agreement, with broker-dealers for the sale of the Shares. Such selected
broker-dealers shall sell Shares only at the public offering price as set forth
in the Trust's then-current Prospectus under the Registration Statement. This
Agreement shall not be construed as authorizing any dealer or other person to
accept orders for sale on our behalf or to otherwise act as our agent for any
purpose. You shall not be responsible for the acts of other dealers or agents
except as and to the extent that they shall be acting for you or under your
direction or authority.
3. OFFERING PRICE. The public offering price per Share shall be
determined in accordance with the then current Prospectus of the Trust under the
Registration Statement. In no event shall the public offering price be less than
the current net asset value per Share (the "Minimum Price"). You shall suspend
the sale of Shares if the per share price of the Shares is less than the Minimum
Price.
4. FURNISHING OF INFORMATION. We will furnish you with copies of the
Registration Statement, and we warrant that the statements therein contained are
true and correct as of the date of the Registration Statement, as it may be
amended or supplemented from time to time. We will also furnish you with such
other information which you may reasonably request for use in connection with
the distribution of the Shares, including, at least annually, audited financial
statements of our books and accounts certified by independent public
accountants.
5. CONDUCT OF BUSINESS. Other than the currently effective Prospectus and
Statement of Additional Information, you will not use any sales materials or
statements except literature or advertising which conforms to the requirements
of federal and state securities laws and regulations and which have been filed,
where necessary, with the appropriate regulatory authorities. You will furnish
us with copies of all material prior to their use and no such material shall be
published if we shall reasonably and promptly object.
You shall comply with the applicable federal and state laws and regulations
where our shares are offered for sale and conduct your affairs with us and with
dealers, brokers or investors in accordance with the Conduct Rules of the
National Association of Securities Dealers, Inc.
6. OTHER ACTIVITIES. Your services pursuant to this Agreement shall not
be deemed to be exclusive, and you may render similar services and act as an
underwriter, distributor or dealer for other investment companies in the
offering of their shares.
7. SUSPENSION OF SALES. We reserve the right at all times to suspend or
limit the public offering of the shares upon written notice to you, and to
reject any order in whole or in part.
8. PAYMENT OF EXPENSES.
(a) You shall bear all expenses incurred by you in connection with
your duties and activities under this Agreement including the payment to
selected dealers of any sales commissions for sales of the Trust's Shares.
(b) The Trust shall bear all costs and expenses of the Trust,
including expenses (including legal fees) pertaining to the preparation and
filing of the Registration Statement and Prospectus and any amendment or
supplement thereto, and expenses pertaining to the preparation, printing and
distribution of any reports or communications to shareholders, including
Prospectuses and Statements of Additional Information, annual or interim reports
or proxy materials.
9. TERM AND TERMINATION. This Agreement shall become effective on the
date first written above or on such later date approved by the Trustees,
including a majority of those Trustees who are not parties to this Agreement or
interested persons (as such term is defined in
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the 1940 Act) thereof. Unless terminated as provided herein, the Agreement shall
continue in full force and effect through NOVEMBER 30, 2006, and shall continue
in effect from year to year thereafter for successive one (1) year periods if
approved at least annually (i) by a vote of a majority of the outstanding voting
securities of the Trust or by a vote of the Trustees of the Trust, and (ii) by a
vote of a majority of the Trustees of the Trust who are not interested persons
or parties to this Agreement (other than as Trustees of the Trust), cast in
person at a meeting called for the purpose of voting on this Agreement.
This Agreement may be terminated at any time without penalty on at least
sixty (60) days' notice by the Trustees or by a majority vote of its
shareholders, with respect to the Trust by a majority vote of the shareholders
of the capital stock of the Trust, or by you on sixty (60) days' notice.
This Agreement shall terminate automatically in the event of its
assignment.
10. MISCELLANEOUS. This Agreement shall be subject to the laws of the
State of New York provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act, 1933 Act, or any rules or orders of the SEC
thereunder. Additionally, this Agreement shall be interpreted and construed to
further and promote the operation of the Trust as a closed-end investment
company.
11. STANDARD OF CARE. You shall be responsible for exercising reasonable
care in carrying out the provisions of this Agreement.
12. CERTIFICATE OF TRUST AND LIMITATION OF LIABILITY. A copy of the
Certificate of Trust of the Trust is on file with the Secretary of State of
Delaware, and notice is hereby given that this Agreement is executed by an
officer of the Trust on behalf of the Trustees of the Trust, as Trustees and not
individually, and that the obligations of this Agreement with respect to the
Trust shall be binding upon the assets and properties of the Trust only and
shall not be binding upon the assets or properties of the Trustees, officers,
employees, agents or shareholders of the Trust individually.
If the foregoing meets with your approval, please acknowledge your
acceptance by signing each of the enclosed counterparts hereof and returning
such counterparts to us, whereupon this shall constitute a binding agreement as
of the date first above written.
Very truly yours,
ING GLOBAL EQUITY DIVIDEND AND PREMIUM
OPPORTUNITY FUND
By: /s/ Xxxxxx X. Naka
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Xxxxxx X. Naka
Senior Vice President
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Agreed to and Accepted:
ING FUNDS DISTRIBUTOR, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
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