0001193125-07-206509 Sample Contracts

SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Advisory Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund • New York

AGREEMENT made this 28th day of August 2007 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).

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ADMINISTRATION AGREEMENT
Administration Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund • New York

THIS AGREEMENT made this 28th day of August 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.

INVESTMENT MANAGEMENT AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Investment Management Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund • New York

THIS INVESTMENT MANAGEMENT AGREEMENT made as of August 28, 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”).

August 20, 2007 Ms. Mary Jean Milner Vice President The Bank of New York
ING International High Dividend Equity Income Fund • September 25th, 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, effective August 20, 2007, and ING International High Dividend Equity Income Fund, a newly established registrant (the “Funds”), effective August 28, 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 May 11, 2007.

SUB-SUB-ADVISORY AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Sub-Sub-Advisory Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund • New York

AGREEMENT made this 28th day of August 2007 between ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”), and ING Investment Management Asia/Pacific (Hong Kong) Limited, a Hong Kong limited liability company (the “Sub-Sub-Adviser”).

FORM OF EXPENSE LIMITATION AGREEMENT ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND
Expense Limitation Agreement • September 25th, 2007 • ING International High Dividend Equity Income Fund

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective September 25, 2007, by and between ING Investments, LLC (the “Investment Manager”) and ING International High Dividend Equity Income Fund (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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