0001193125-07-159883 Sample Contracts

AMENDED AND RESTATED STOCK TRANSFER AGENCY AGREEMENT
Stock Transfer Agency Agreement • July 23rd, 2007 • ING International 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”).

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FORM OF SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Advisory Agreement • July 23rd, 2007 • ING International High Dividend Equity Income Fund • New York

AGREEMENT made this _____ day of _________ 2007 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).

FORM OF ADMINISTRATION AGREEMENT
Administration Agreement • July 23rd, 2007 • ING International High Dividend Equity Income Fund • New York

THIS AGREEMENT made this day of 2007, between ING International 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 INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Investment Management Agreement • July 23rd, 2007 • ING International High Dividend Equity Income Fund • New York

THIS INVESTMENT MANAGEMENT AGREEMENT made as of , 2007, is by and between ING INTERNATIONAL 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”).

FORM OF AMENDED SCHEDULE A TO THE FOREIGN CUSTODY MANAGER AGREEMENT
ING International High Dividend Equity Income Fund • July 23rd, 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 Focus 5 Portfolio, a newly established series of ING Investors Trust, and ING International High Dividend Equity Income Fund, a newly established registrant (the “Funds”), effective , to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated May 11, 2007.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • July 23rd, 2007 • ING International 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”).

FORM OF SUB-SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Sub-Advisory Agreement • July 23rd, 2007 • ING International High Dividend Equity Income Fund • New York

AGREEMENT made this _______ day of _________ 2007 between ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”), 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-Sub-Adviser”).

SECURITIES LENDING AGREEMENT AND GUARANTY
Securities Lending Agreement and Guaranty • July 23rd, 2007 • ING International 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”).

CUSTODY AGREEMENT
Custody Agreement • July 23rd, 2007 • ING International 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 AGREEMENT
Manager Agreement • July 23rd, 2007 • ING International 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”).

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