FORM OF SUB-ADVISORY AGREEMENT ING EMERGING MARKETS HIGH DIVIDEND EQUITY FUNDSub-Advisory Agreement • April 18th, 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”).
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
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).
FORM OF STRUCTURING FEE AGREEMENTStructuring 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.
FORM OF SYNDICATION FEE AGREEMENTSyndication 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”).
FORM OF STRUCTURING FEE AGREEMENTStructuring 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.
FORM OF STRUCTURING FEE AGREEMENTStructuring 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.
FORM OF STRUCTURING FEE AGREEMENTStructuring 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”).
FORM OF STRUCTURING FEE AGREEMENTStructuring 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”).
FORM OF MARKETING AND STRUCTURING FEE AGREEMENTMarketing 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”).
FORM OF WHOLESALING AGREEMENTWholesaling 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”).
