Exhibit 99.B(h)(1)(A)
AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT
FOR ING INVESTORS TRUST
ING Investors Trust (formerly, The GCG Trust) (the "Trust"), a
Massachusetts business trust registered as a management investment company under
the Investment Company Act of 1940, as amended (the "1940 Act"), in connection
with classes of the Trust's separate series of shares (the "Series") listed on
the attached SCHEDULE A, hereby appoints Directed Services, Inc. (the
"Shareholder Service Provider") to provide shareholder services pursuant to this
Shareholder Services Agreement (the "Agreement").
1. In consideration of the provision of shareholder services and/or account
maintenance services to direct or indirect beneficial owners of Service 2
Class or Service Class Shares of the Series ("Service Shares"), the Trust
shall pay the Shareholder Service Provider a fee periodically. Attached
hereto as SCHEDULE B is a list of certain types of services which are
contemplated to be provided in accordance with this Agreement.
2. In consideration of the services under this Agreement, the Trust agrees to
pay the Shareholder Service Provider quarterly a service fee at an annual
rate equal to twenty-five basis points (0.25%) of the average daily net
asset value of the Service 2 Class or Service Class Shares of each Series.
For purposes of computing the payment to the Shareholder Service Provider
under this paragraph, the average daily net asset value of each Class of
Shares each quarter shall be computed by totaling each Series' holdings in
that Class (Class Share net asset value multiplied by total number of Class
Shares) on each business day during the quarter and dividing by the total
number of business days during such period. The payment to the Shareholder
Service Provider under this paragraph shall be calculated by the Trust at
the end of each quarter and will be paid to the Shareholder Service
Provider within thirty (30) days thereafter.
3. The Trust shall pay the Shareholder Service Provider the total of the fees
calculated for each Series for any period with respect to which such
calculations are made within 45 days after the close of such period.
4. The Trust reserves the right to withhold payment with respect to any Class
of Shares purchased and redeemed or repurchased by the Trust within seven
(7) business days after the date of our confirmation of such purchase.
5. The Shareholder Service Provider shall furnish the Trust at least quarterly
a written report as to (i) the amounts paid by the Shareholder Service
Provider pursuant to this Agreement, and (ii) the purposes for which such
expenditures were made, as well as any other information as shall
reasonably be requested by the Trustees.
6. Neither the Shareholder Service Provider nor any of its employees or agents
are authorized to make any representation concerning shares of the Trust
except those
contained in the then-current Prospectus or annual or semi-annual reports
to shareholders for the Trust, and the Shareholder Service Provider shall
have no authority to act as agent for the Trust outside the parameters of
this Agreement.
7. The Agreement may be terminated at any time without payment of any penalty
by vote of a majority of the Independent Trustees (as that term is defined
in the Prospectus for the Trust) on not more than sixty (60) days' written
notice.
8. The Agreement may not be assigned to any person who is not an affiliate of
the Shareholder Service Provider without our written consent.
9. The Shareholder Service Provider shall comply with all applicable state and
Federal laws and the rules and regulations of authorized regulatory
agencies.
10. The Agreement and any Schedule hereto may not be revised except by mutual
written agreement between the parties and any material amendment to the
Agreement must be approved by a vote of a majority of the Independent
Trustees. This Agreement may be revised only upon 60 days' written notice
or upon such shorter notice as the parties may mutually agree.
11. All communications to the Trust shall be sent to:
ING Investors Trust
0000 X. Xxxxxxxxxx Xxxxx Xx.
Xxxxxxxxxx, XX 00000
Attention: Chief Counsel
Any notice to the Shareholder Service Provider shall be sent to:
Directed Services, Inc.
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Attention: Chief Counsel
12. This Agreement shall be construed in accordance with the laws of the State
of Delaware provided that nothing herein shall be construed in a manner
inconsistent with the Investment Company Act of 1940, as amended or the
rules or orders of the Securities and Exchange Commission thereunder, and
shall be interpreted and construed to further and promote the operation of
the Trust as an open-end investment company.
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as
of the 29th day of April, 2005.
DIRECTED SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxxx
-----------------
Title: SVP
---
ING INVESTORS TRUST
By: /s/ Xxxxxx X. Naka
------------------
Xxxxxx X. Naka
Senior Vice President
SCHEDULE A
SCHEDULE OF SERIES
WITH RESPECT TO THE
AMENDED AND RESTATED SHAREHOLDER SERVICES AGREEMENT
BETWEEN
ING INVESTORS TRUST
(FORMERLY, THE GCG TRUST)
AND
DIRECTED SERVICES, INC.
SERIES CLASS
------ -----
SERVICE SERVICE 2
------- ---------
ING AIM Mid Cap Growth Portfolio X X
ING Alliance Mid Cap Growth Portfolio X X
ING Capital Guardian Large Cap Value Portfolio X X
ING Capital Guardian Managed Global Portfolio X X
ING Capital Guardian Small/Mid Portfolio X X
ING JPMorgan Emerging Markets Equity Portfolio X X
ING Eagle Asset Capital Appreciation Portfolio X X
ING Evergreen Health Sciences Portfolio X X
ING Evergreen Omega Portfolio X X
ING FMR(SM) Diversified Mid Cap Portfolio X X
ING Xxxxxxx Xxxxx Tollkeeper(SM) Portfolio X X
ING Hard Assets Portfolio X X
ING International Portfolio X X
ING Janus Contrarian Portfolio X X
ING Xxxxxxxx Equity Opportunities Portfolio X X
ING JPMorgan Small Cap Equity Portfolio X X
ING Xxxxxx Xxxx Foreign Portfolio X X
ING Xxxx Xxxxx Value Portfolio X X
ING Limited Maturity Bond Portfolio X X
ING Liquid Assets Portfolio X X
ING Xxxxxxx Growth Portfolio X X
ING Mercury Focus Value Portfolio X X
ING Mercury Large Cap Growth Portfolio X X
ING MFS Mid Cap Growth Portfolio X X
ING MFS Total Return Portfolio X X
ING Xxxxxxxxxxx Main Street Portfolio(R) X X
ING PIMCO Core Bond Portfolio X X
ING PIMCO High Yield Portfolio X X
SERIES CLASS
------ -----
SERVICE SERVICE 2
------- ---------
ING Pioneer Fund Portfolio X X
ING Pioneer Mid Cap Value Portfolio X X
ING Salomon Brothers All Cap Portfolio X X
ING Salomon Brothers Investors Portfolio X X
ING X. Xxxx Price Capital Appreciation Portfolio X X
ING X. Xxxx Price Equity Income Portfolio X X
ING UBS U.S. Allocation Portfolio X X
ING Xxx Xxxxxx Equity Growth Portfolio X X
ING Xxx Xxxxxx Global Franchise Portfolio X X
ING Xxx Xxxxxx Growth and Income Portfolio X X
ING Xxx Xxxxxx Real Estate Portfolio X X
SCHEDULE B
TO THE
SHAREHOLDER SERVICES AGREEMENT RELATING
TO
ING INVESTORS TRUST (FORMERLY THE GCG TRUST)
The types of shareholder services which may be compensated pursuant to the
Agreement include, but are not necessarily limited to, the following:
1. Teleservicing support in connection with existing investments in the
Portfolios;
2. Delivery and responding to inquiries respecting Trust prospectuses,
reports, notices, proxies and proxy statements and other information
respecting the Portfolios;
3. Facilitation of the tabulation of variable contract owners' votes in the
event of a meeting of Trust shareholders;
4. The conveyance of information relating to shares purchased and redeemed and
share balances to the Trust, its transfer agent, or the Shareholder Service
Provider as may be reasonably requested;
5. Provision of support services including providing information about the
Trust and its Portfolios and answering questions respecting the Trust and
its Portfolios, including questions respecting variable contract owners'
interest in one or more Portfolios; and
6. Provision of other services as may be agreed to from time to time.
