ING Emerging Markets High Dividend Equity Fund Sample Contracts

SUB-ADVISORY AGREEMENT Voya EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
Sub-Advisory Agreement • April 29th, 2015 • Voya Emerging Markets High Dividend Equity 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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FORM OF Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Agreement Among Underwriters • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

This Master Agreement Among Underwriters (this “Master AAU”), dated as of February 5, 2010, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted

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CUSTODY AGREEMENT
Custody Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity 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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FORM OF Morgan Stanley & Co. Incorporated MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)
Master Selected Dealers Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).

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AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity 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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April 26, 2011 Mr. Wayne D. Weaver Managing Director and Senior Relationship Manager BNY Mellon Asset Servicing
Custody Agreement • April 26th, 2011 • ING Emerging Markets High Dividend Equity Fund
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SUB-ADVISORY AGREEMENT Voya EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
Sub-Advisory Agreement • April 27th, 2016 • Voya Emerging Markets High Dividend Equity Fund • New York

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

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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

Reference is made to the Underwriting Agreement dated [·], 2011 (the “Underwriting Agreement”), by and among ING Emerging Markets High Dividend Equity Fund (the “Fund”), ING Investments, LLC (the “Adviser”), ING Investment Management Advisors B.V. (the “Sub-Adviser”) and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), 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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INVESTMENT MANAGEMENT AGREEMENT Voya EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
Investment Management Agreement • April 29th, 2015 • Voya Emerging Markets High Dividend Equity Fund • New York

AGREEMENT, effective as of November 18, 2014, between Voya Emerging Markets High Dividend Equity 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 • April 26th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

THIS AGREEMENT is made as of this 26th day of April, 2011, between ING Emerging Markets High Dividend Equity 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 EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
Investment Management Agreement • April 26th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

THIS INVESTMENT MANAGEMENT AGREEMENT, made as of April 26, 2011, is by and between ING EMERGING MARKETS HIGH DIVIDEND EQUITY 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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FORM OF SYNDICATION FEE AGREEMENT
Syndication Fee Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

This agreement is between ING Investments, LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the ING Emerging Markets High Dividend Equity Fund (the “Fund”).

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FORM OF
Custody Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity Fund
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FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity 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”).

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AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • October 29th, 2015 • Voya Emerging Markets High Dividend Equity Fund • New York

AGREEMENT dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Emerging Markets High Dividend Equity Fund (the “Fund”), a Delaware statutory trust, and Voya Investments, LLC, 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
Investment Management Agreement • April 29th, 2015 • Voya Emerging Markets High Dividend Equity Fund • Delaware
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FORM OF
Custody Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity Fund
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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

Reference is made to the Underwriting Agreement dated [·], 2011 (the “Underwriting Agreement”), by and among ING Emerging Markets High Dividend Equity Fund (the “Fund”), ING Investments, LLC (the “Investment Manager”), ING Investment Advisors B.V. and each of the Underwriters named in Schedule I thereto (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.01 (the “Common Shares”), as described therein (the “Offering”). 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 STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

Reference is made to the Underwriting Agreement dated [·], 2011 (the “Underwriting Agreement”), by and among ING Emerging Markets High Dividend Equity Fund (the “Fund”), ING Investments, LLC (the “Adviser”), ING Investment Management Co. and each of the Underwriters named therein, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), 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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April 26, 2011 Mr. Wayne D. Weaver Managing Director and Senior Relationship Manager BNY Mellon Asset Servicing
Custody Agreement • April 26th, 2011 • ING Emerging Markets High Dividend Equity Fund
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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

This agreement is between ING Investments, LLC (including any successor or assign by merger or otherwise, the “Company”) and UBS Securities LLC (“UBS”) with respect to the ING Emerging Markets High Dividend Equity Fund (the “Fund”).

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ITEM 77Q1 – Exhibits
Investment Management Agreement • October 29th, 2015 • Voya Emerging Markets High Dividend Equity Fund
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SECURITIES LENDING AGREEMENT AND GUARANTY
Securities Lending Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity 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”).

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FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity 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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April 26, 2011 Jeanette Rivera Vice President BNY Mellon Shareowner Services
Stock Transfer Agency Agreement • April 26th, 2011 • ING Emerging Markets High Dividend Equity Fund
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FORM OF STRUCTURING FEE AGREEMENT
Structuring Fee Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of [·], 2011, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), ING Investments, LLC (the “Investment Adviser”) and ING Investment Management Advisors B.V. (the “Sub-Adviser,” and together with the Investment Adviser, the “Advisers”).

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Exhibits
Investment Management Agreement • October 31st, 2011 • ING Emerging Markets High Dividend Equity Fund
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ITEM 77Q1– Exhibits
Sub-Advisory Agreement • April 27th, 2016 • Voya Emerging Markets High Dividend Equity Fund
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ITEM 77Q1– Exhibits
Investment Management Agreement • April 29th, 2015 • Voya Emerging Markets High Dividend Equity Fund
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ITEM 77Q1– Exhibits
Investment Management Agreement • October 29th, 2013 • ING Emerging Markets High Dividend Equity Fund
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FORM OF MARKETING AND STRUCTURING FEE AGREEMENT
Marketing and Structuring Fee Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

This agreement is between ING Investments, LLC (the “Company”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley”) with respect to the ING Emerging Markets High Dividend Equity Fund (the “Fund”).

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FORM OF
Stock Transfer Agency Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity Fund
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April 26, 2011 Ms. Katherine Dinella Vice President The Bank of New York Mellon - Securities Lending
Securities Lending Agreement • April 26th, 2011 • ING Emerging Markets High Dividend Equity Fund
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FORM OF WHOLESALING AGREEMENT
Wholesaling Agreement • April 18th, 2011 • ING Emerging Markets High Dividend Equity Fund • Arizona

This Agreement, dated as of , 20 , is entered into by and among, ING Investments, LLC (“Adviser”) and ING Investments Distributor, LLC (“IID”).

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