0001104659-08-024246 Sample Contracts

ING SENIOR INCOME FUND Scottsdale, Arizona 85258 March 1, 2001 as amended and restated May 9, 2001 further amended and restated May 24, 2002 and further amended and restated March 31, 2008
Underwriting Agreement • April 14th, 2008 • Ing Senior Income Fund • New York

ING Senior Income Fund is a Delaware business trust operating as a closed-end management investment company (hereinafter referred to as the “Fund”). The Fund has filed a registration statement on Form N-2 (File Nos. 333-54910 and 811-10223) (the “Registration Statement”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and the Securities Act of 1933, as amended (the “1933 Act”) to register Classes A, B, C, I, Q and W common shares (the “Common Shares”) of the Fund which may be issued and sold to the public from time to time.

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SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT ING SENIOR INCOME FUND
Sub-Advisory Agreement • April 14th, 2008 • Ing Senior Income Fund

This Second Amendment, effective as of September 15, 2007, amends the Sub-Advisory Agreement (the “Agreement”) dated the 1st day of August, 2003 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co. (formerly, Aeltus Investment Management, Inc.), a Connecticut corporation (the “Sub-Adviser”) with regards to ING Senior Income Fund, a Series of ING Senior Income Fund.

AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST FOR ING SENIOR INCOME FUND January 31, 2008
Amendment No. 2 to Agreement and Declaration of Trust • April 14th, 2008 • Ing Senior Income Fund

THIS AMENDMENT NO. 2 TO THE AGREEMENT AND DECLARATION OF TRUST FOR ING SENIOR INCOME FUND dated December 15, 2000 (the “Declaration of Trust”), as amended, has been executed effective as of the date hereof by the undersigned, constituting a majority of the Trustees of ING Senior Income Fund (the “Trust”), acting pursuant to Article IX, Section 9.4 of the Declaration of Trust:

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