0001104659-07-051300 Sample Contracts

AMENDED AND RESTATED PROXY AGENT FEE ALLOCATION AGREEMENT
Fee Allocation Agreement • June 29th, 2007 • Ing Prime Rate Trust

THIS PROXY VOTING FEE ALLOCATION AGREEMENT, effective August 21, 2003 (the “Agreement”), is hereby amended and restated the 1st day of January 2007, by and among ING Investments, LLC (“ING Investments”), Directed Services, LLC (“DSL”), and the ING funds listed on Schedule A attached hereto (each a “Fund,” and collectively the “Funds”), each acting on its own behalf, and on behalf of its series portfolios.

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