FORM OF SUB-ADVISORY AGREEMENT ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUNDSub-Advisory Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income Fund • Arizona
AGREEMENT made this th day of March 2007 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”).
AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENTStock Transfer Agency Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income 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 AGREEMENTAdministration Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income Fund • New York
THIS AGREEMENT made this th day of March 2007, between ING Asia Pacific High Dividend Equity Income 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 ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUNDInvestment Management Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income Fund • New York
THIS INVESTMENT MANAGEMENT AGREEMENT made as of March , 2007, is by and between ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME 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 AGREEMENTFund Accounting Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income 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”).
Ms. Mary Jean Milner Vice President The Bank of New YorkCustody Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income 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 Asia Pacific High Dividend Equity Income Fund (the “Fund”), effective March , 2007, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 28, 2007.
SECURITIES LENDING AGREEMENT AND GUARANTYSecurities Lending Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income 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”).
FORM OF ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND Scottsdale, Arizona 85258Distribution Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income Fund
ING Asia Pacific High Dividend Equity Income Fund is a Delaware statutory trust operating as a closed-end management investment company (hereinafter referred to as the “Trust”). The Trust has filed a registration statement on Form N-2 (File Nos. 333 - 139981 and 811 - 22004) (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 shares of the Trust which may be issued and sold to the public from time to time.
CUSTODY AGREEMENTCustody Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income 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”).
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income 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”).
Ms. Katherine Dinella Vice President The Bank of New York - Securities LendingSecurities Lending Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income Fund
March , 2007 Kerri Shenkin Assistant Vice President, Relationship Manager The Bank of New YorkStock Transfer Agency Agreement • February 20th, 2007 • ING Asia Pacific High Dividend Equity Income Fund
Ms. Mary Jean Milner Vice President The Bank of New YorkING Asia Pacific High Dividend Equity Income Fund • February 20th, 2007
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 Asia Pacific High Dividend Equity Income Fund (the “Fund”), effective March , 2007, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 28, 2007.
