BYLAWS
of
ING RISK MANAGED NATURAL RESOURCES FUND
a Delaware Statutory Trust
TABLE OF CONTENTS
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INTRODUCTION |
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ARTICLE I. |
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Offices |
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Section 1. Principal Office |
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1 |
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Section 2. Other Offices |
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1 |
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ARTICLE II. |
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1 |
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Meetings of Shareholders |
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1 |
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Section 1. Place of Meetings |
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Section 2. Notice of Shareholders’ Meeting |
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1 |
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Section 3. Manner of Giving Notice; Affidavit of Notice |
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2 |
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Section 4. Adjourned Meeting; Notice |
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2 |
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Section 5. Voting |
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2 |
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Section 6. Waiver of Notice by Consent of Absent Shareholders |
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3 |
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Section 7. Shareholder Action by Written Consent Without a Meeting |
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3 |
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Section 8. Record Date for Shareholder Notice; Voting and Giving Consents |
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3 |
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Section 9. Proxies |
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4 |
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Section 10. Inspectors of Election |
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4 |
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ARTICLE III. |
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5 |
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Trustees |
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5 |
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Section 1. Place of Meetings and Meetings by Telephone |
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5 |
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Section 2. Regular Meetings |
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5 |
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Section 3. Special Meetings |
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5 |
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Section 4. Quorum |
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6 |
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Section 5. Waiver of Notice |
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6 |
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Section 6. Adjournment |
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6 |
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Section 7. Notice of Adjournment |
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6 |
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Section 8. Action Without a Meeting |
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6 |
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Section 9. Fees and Compensation of Trustees |
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6 |
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Section 10. Chairperson of the Board |
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7 |
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ARTICLE IV. |
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7 |
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Committees |
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7 |
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Section 1. Committees of Trustees |
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Section 2. Meetings and Action of Committees |
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7 |
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TABLE OF CONTENTS
(continued)
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ARTICLE V. |
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8 |
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Officers |
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8 |
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Section 1. Officers |
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8 |
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Section 2. Election of Officers |
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8 |
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Section 3. Subordinate Officers |
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8 |
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Section 4. Removal and Resignation of Officers |
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8 |
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Section 5. Vacancies in Offices |
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8 |
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Section 6. President |
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8 |
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Section 7. Vice Presidents |
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9 |
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Section 8. Secretary |
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9 |
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Section 9. Treasurer |
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9 |
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ARTICLE VI. |
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10 |
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Records and Reports |
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10 |
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Section 1. Maintenance and Inspection of Share Register |
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10 |
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Section 2. Maintenance and Inspection of Bylaws |
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10 |
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Section 3. Maintenance and Inspection of Other Records |
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10 |
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Section 4. Inspection by Trustees |
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10 |
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Section 5. Financial Statements |
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10 |
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ARTICLE VII. |
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11 |
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General Matters |
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11 |
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Section 1. Checks, Drafts, Evidence of Indebtedness |
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11 |
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Section 2. Contracts and Instruments; How Executed. |
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11 |
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Section 3. Certificates for Shares |
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11 |
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Section 4. Lost Certificates |
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Section 5. Representation of Shares of Other Entities Held by Fund |
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12 |
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Section 6. Fiscal Year |
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12 |
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ARTICLE VIII. |
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12 |
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Amendments |
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12 |
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Section 1. Amendment by Trustees |
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12 |
- ii -
BYLAWS
OF
ING RISK MANAGED NATURAL RESOURCES FUND
INTRODUCTION
These By-Laws shall be subject to the Declaration of Trust, as from time to time in effect (the “Declaration of Trust”), of ING Risk Managed Natural Resources Fund, a Delaware statutory trust (the “Fund”). In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust shall govern.
ARTICLE I.
Offices
Section 1. Principal Office. The Board of Trustees shall fix and, from time to time, may change the location of the principal executive office of the Fund at any place within or outside the State of Delaware.
Section 2. Other Offices. The Board of Trustees may at any time establish branch or subordinate offices at any place or places where the Fund intends to do business.
ARTICLE II.
Meetings of Shareholders
Section 1. Place of Meetings. Meetings of shareholders shall be held at any place within or outside the State of Delaware designated by the Board of Trustees or by a person designated by the Board of Trustees. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Fund.