FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST

Exhibit 99.B(d)(2)(C)(ii)

FORM OF

FIRST AMENDMENT TO AMENDED AND RESTATED

PORTFOLIO MANAGMENT AGREEMENT

ING INVESTORS TRUST

This First Amendment, effective as of December 15, 2006, amends the Amended and Restated Portfolio Management Agreement (the “Agreement”) dated the 29th day of April, 2005 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Massachusetts Financial Services Company, a Delaware corporation (the “Portfolio Manager”).

W I T N E S S E T H

WHEREAS, the parties desire to amend the Agreement and agree that the amendment will be effective as of December 15, 2006.

NOW, THEREFORE, the parties agree as follows:

1. The first two sentences of Section 17 are hereby deleted in their entirety and replaced with the following:

17. Duration and Termination. With respect to each Series identified as a Series on Schedule A hereto as in effect on the date of this Amendment, unless earlier terminated with respect to any Series this Agreement shall continue in full force and effect through November 30, 2007. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Trustees of the Trust, or (ii) the vote of a majority of the outstanding voting shares of the Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Trust or the Manager, cast in person at a meeting called for the purpose of voting on such approval.

With respect to any Series that was added to Schedule A hereto as a Series after the date of this Amendment, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Series as a Series under the Agreement or (ii) the date upon which the shares of the Series are first sold to the public, subject to the condition that the Trust’s Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 0000 Xxx) of the Manager, and the shareholders of such Series, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any such Series, the Agreement shall continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Series. Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue in full force and effect with respect to each such Series for periods of one year, provided that such continuance is specifically approved at least annually by (i) the

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vote of a majority of the Board of Trustees of the Trust, or (ii) vote of a majority of the outstanding voting shares of such Series (as defined in the 1940 Act), and provided that such continuance is also approved by the vote of a majority of the Board of Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Trust or the Manager, cast in person at a meeting called for the purpose of voting on such approval.

3. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

4. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

ING INVESTORS TRUST

By:

Xxxxxx X. Naka

Executive Vice President

DIRECTED SERVICES, INC.

By:

Xxxx Xxxxx

Vice President

MASSACHUSETTS FINANCIAL SERVICES COMPANY

By:

Name:

Title:

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