0001104659-13-050800 Sample Contracts

EXPENSE LIMITATION AGREEMENT ING PRIME RATE TRUST
Expense Limitation Agreement • June 21st, 2013 • Ing Prime Rate Trust

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective January 1, 2013, by and between ING Investments, LLC (the “Investment Manager”) and ING Prime Rate Trust (the “Registrant”). The Registrant is not a series fund investment company, therefore this Agreement shall apply to the Registrant, and the use of the terms “Fund” or “Funds” herein shall refer to the Registrant.

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FORM OF ADVISORY AGREEMENT ING PRIME RATE TRUST
Advisory Agreement • June 21st, 2013 • Ing Prime Rate Trust • New York

THIS INVESTMENT MANAGEMENT AGREEMENT, made as of May 7, 2013, is by and ING Prime Rate Fund (the “Fund”), a Massachusetts business Fund and ING Investments, LLC (the “Adviser”), limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”)).

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