Voya International High Dividend Equity Income Fund Sample Contracts

SUB-ADVISORY AGREEMENT Voya INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Advisory Agreement • April 29th, 2015 • Voya International High Dividend 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 • July 23rd, 2007 • ING International High Dividend Equity Income 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”).

SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Advisory Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund • New York

AGREEMENT made this 28th day of August 2007 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).

INVESTMENT MANAGEMENT AGREEMENT Voya INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Investment Management Agreement • April 29th, 2015 • Voya International High Dividend Equity Income Fund • New York

AGREEMENT, effective as of November 18, 2014, between Voya International High Dividend 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”).

ADMINISTRATION AGREEMENT
Administration Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund • New York

THIS AGREEMENT made this 28th day of August 2007, between ING International High Dividend Equity Income 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 INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Investment Management Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund • New York

THIS INVESTMENT MANAGEMENT AGREEMENT made as of August 28, 2007, is by and between ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME 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”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • July 23rd, 2007 • ING International High Dividend Equity Income Fund • New York

AGREEMENT made as of January 6, 2003, by and between each entity listed on Exhibit A hereto (each, a “Fund”; collectively, the “Funds”), and The Bank of New York, a New York banking organization (“BNY”).

SUB-SUB-ADVISORY AGREEMENT Voya INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Sub-Advisory Agreement • April 27th, 2016 • Voya International High Dividend Equity Income Fund • New York

AGREEMENT, effective as of January 8, 2016, between Voya Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”), and NNIP Advisors (formerly, ING Investment Management Advisors B.V.), domiciled in The Hague, The Netherlands (the “Sub-Sub-Adviser”) (the “Agreement”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT VOYA INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Investment Management Agreement • October 29th, 2015 • Voya International High Dividend Equity Income Fund • New York

AGREEMENT dated November 18, 2014, as amended and restated on May 1, 2015, between Voya International High Dividend 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”).

FORM OF MANAGEMENT AGREEMENT
Investment Management Agreement • April 29th, 2015 • Voya International High Dividend Equity Income Fund • Delaware
SECURITIES LENDING AGREEMENT AND GUARANTY
Securities Lending Agreement • July 23rd, 2007 • ING International High Dividend Equity Income Fund • New York

AGREEMENT, dated as of August 7, 2003, between each Investment Company listed on Exhibit A hereto, for itself and for each Series listed on Exhibit A (each Investment Company and each Series is hereinafter referred to as “Lender”), and The Bank of New York (“Bank”).

CUSTODY AGREEMENT
Custody Agreement • July 23rd, 2007 • ING International High Dividend Equity Income 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”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • July 23rd, 2007 • ING International High Dividend Equity Income 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”).

August 20, 2007 Ms. Mary Jean Milner Vice President The Bank of New York
Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Cash Reserve Agreement • September 25th, 2007 • ING International High Dividend Equity Income 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 Focus 5 Portfolio, a newly established series of ING Investors Trust, effective August 20, 2007, and ING International High Dividend Equity Income Fund, a newly established registrant (the “Funds”), effective August 28, 2007, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated May 11, 2007.

FIRST AMENDMENT TO SUB-SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Sub-Advisory Agreement • April 29th, 2011 • ING International High Dividend Equity Income Fund

This First Amendment, effective as of September 3, 2010, amends the Sub-Sub-Advisory Agreement (the “Agreement”) dated the 28th day of August 2007, as amended, between ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”), and ING Investment Management Advisors B.V., an indirect wholly owned subsidiary of ING Groep N.V., domiciled in The Hague, The Netherlands (the “Sub-Sub-Adviser”).

FORM OF AMENDED SCHEDULE A TO THE FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • July 23rd, 2007 • ING International High Dividend Equity Income 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 Focus 5 Portfolio, a newly established series of ING Investors Trust, and ING International High Dividend Equity Income Fund, a newly established registrant (the “Funds”), effective , to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated May 11, 2007.

ITEM 77Q1 – Exhibits
Investment Management Agreement • October 29th, 2013 • ING International High Dividend Equity Income Fund
August 28, 2007 Keith Sobocinski Assistant Vice President, Transfer Agency Services The Bank of New York
Stock Transfer Agency Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund
ITEM 77Q1– Exhibits
Investment Management Agreement • April 29th, 2015 • Voya International High Dividend Equity Income Fund
ITEM 77Q1 – Exhibits
Investment Management Agreement • October 29th, 2015 • Voya International High Dividend Equity Income Fund
SECOND AMENDMENT TO SUB-SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Sub-Advisory Agreement • October 31st, 2011 • ING International High Dividend Equity Income Fund

This Second Amendment, effective as of November 18, 2010, amends the Sub-Sub-Advisory Agreement (the “Agreement”) dated the 28th day of August, 2007, as amended, between ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”), and ING Investment Management Advisors B.V., an indirect wholly owned subsidiary of ING Groep N.V., domiciled in The Hague, The Netherlands (the “Sub-Sub-Adviser”).

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FORM OF EXPENSE LIMITATION AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Expense Limitation Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective September 25, 2007, by and between ING Investments, LLC (the “Investment Manager”) and ING International High Dividend Equity Income Fund (the “Registrant”). The Registrant is not a series fund investment company, therefore this Agreement shall apply to the Registrant, and the use of the terms “Fund” or “Funds” herein shall refer to the Registrant.

Exhibits
Sub-Sub-Advisory Agreement • October 31st, 2011 • ING International High Dividend Equity Income Fund
ITEM 77Q1 – Exhibits
Sub-Sub-Advisory Agreement • April 27th, 2016 • Voya International High Dividend Equity Income Fund
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