0001104659-11-016732 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT ING EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
Sub-Advisory Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

This AGREEMENT is made as of this day of , 2011 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), 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-Adviser”).

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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”).

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”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

THIS AGREEMENT is made as of this day of , , 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.

FORM OF INVESTMENT MANAGEMENT AGREEMENT ING EMERGING MARKETS HIGH DIVIDEND EQUITY FUND
Investment Management Agreement • March 25th, 2011 • ING Emerging Markets High Dividend Equity Fund • New York

THIS INVESTMENT MANAGEMENT AGREEMENT made as of , 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”).

FORM OF
ING Emerging Markets High Dividend Equity Fund • March 25th, 2011
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”).

FORM OF
ING Emerging Markets High Dividend Equity Fund • March 25th, 2011
SECURITIES LENDING AGREEMENT AND GUARANTY
Securities Lending Agreement and Guaranty • 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”).

FOREIGN CUSTODY MANAGER AGREEMENT
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”).

FORM OF
ING Emerging Markets High Dividend Equity Fund • March 25th, 2011
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