"Investment Management Agreement": The Investment Management Agreement, dated as of the Closing Date, between the Issuer and the Investment Manager, as amended from time to time in accordance with the terms thereof. "Investment Management Fees": The Senior Investment Management Fee, the Subordinated Investment Management Fee and the Investment Manager Incentive Fee Amount, including any such fee that has been deferred because amounts were not available under the Priority of Payments on any prior Distribution Date and any Deferred Fees (including any interest thereon), in each case that have not been repaid. "Investment Manager": ING Alternative Asset Management LLC, a limited liability company organized under the laws of Delaware, until a successor Person shall have become the Investment Manager pursuant to the applicable provisions of the Investment Management Agreement, and thereafter "Investment Manager shall mean such successor Person. "Investment Manager Incentive Fee Amount": So long as ING Alternative Asset Management LLC or any of its Affiliates is the Investment Manager, on each Distribution Date, commencing on the Distribution Date on which the Target Return has been achieved, an amount payable pursuant to Sections 11.1(aXxxii), 11.1(bXiv) and (vi) and 11.1(c)(xiv); provided, however, that if the Investment Manager Incentive Fee Amount is modified pursuant to Section 12(e) of the Investment Management Agreement in connection with the appointment of a successor investment manager, it shall be as modified commencing on the date such appointment becomes effective or such later date to which the successor investment manager and the Issuer agree (without requiring an amendment of the Indenture). "Issuer": ING IM CLO 2011-1, Ltd., an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands until a successor Person shall have become the Issuer pursuant to the applicable provisions of this Indent