0001104659-09-069380 Sample Contracts

FORM OF
Sub-Advisory Agreement • December 10th, 2009 • ING Infrastructure Development Equity Fund • New York

AGREEMENT made this 31st day of January, 2008, is hereby amended and restated this 7th day of January 2010 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).

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CUSTODY AGREEMENT
Custody Agreement • December 10th, 2009 • ING Infrastructure Development 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”).

AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • December 10th, 2009 • ING Infrastructure Development 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”).

FORM OF AMENDED EXHIBIT A
Custody Agreement • December 10th, 2009 • ING Infrastructure Development Equity 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 Infrastructure Development Equity Fund (the “Fund), effecive January [7], 2010, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated August 20, 2009.

FORM OF AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • December 10th, 2009 • ING Infrastructure Development Equity Fund • New York

THIS AGREEMENT made this 31st day of January, 2008, as amended and restated on January 7, 2009, between ING Infrastructure Development 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.

FORM OF INVESTMENT MANAGEMENT AGREEMENT ING INFRASTRUCTURE DEVELOPMENT EQUITY FUND
Investment Management Agreement • December 10th, 2009 • ING Infrastructure Development Equity Fund • New York

THIS INVESTMENT MANAGEMENT AGREEMENT, made as of January 31, 2008, is by and between ING INFRASTRUCTURE DEVELOPMENT 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”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 10th, 2009 • ING Infrastructure Development 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”).

SECURITIES LENDING AGREEMENT AND GUARANTY
Securities Lending Agreement • December 10th, 2009 • ING Infrastructure Development 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”).

FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • December 10th, 2009 • ING Infrastructure Development 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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