Exhibit 77(e)(4)
SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
ING INVESTORS TRUST
This Second Amendment, effective as of September 15, 2007, amends the
Sub-Advisory Agreement (the "Agreement") dated the 15th day of August, 2005
among between ING Investments, LLC, an Arizona limited liability company (the
"Manager") and ING Investment Management Co., a Connecticut corporation (the
"Sub-Adviser").
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 September 15, 2007.
1. The following information will be inserted as Section 2 (f):
With respect to any investments, including, but not limited to, repurchase
and reverse repurchase agreements, derivatives contracts, futures contracts,
International Swaps and Derivatives Association, Inc. Master Agreements, and
options on futures contracts ("futures"), which are permitted to be made by the
Sub-Adviser in accordance with this Agreement and the investment objectives and
strategies of the Series, as outlined in the Registration Statement for the
Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and
perform every act and thing whatsoever necessary or incidental in performing its
duties and obligations under this Agreement including, but not limited to,
executing as agent, on behalf of each Series, brokerage agreements and other
documents to establish, operate and conduct all brokerage or other trading
accounts, and executing as agent, on behalf of each Series, such agreements and
other documentation as may be required for the purchase or sale, assignment,
transfer and ownership of any permitted investment, including limited
partnership agreements, repurchase and derivative master agreements, including
any schedules and annexes to such agreements, releases, consents, elections and
confirmations. The Manager acknowledges and understands that it will be bound by
any such trading accounts established, and agreements and other documentation
executed, by the Sub-Adviser for such investment purposes.
3. Capitalized terms used in this Amendment 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.
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IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed as of the day and year first above written.
ING INVESTMENTS, LLC
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Senior Vice President
ING Investment Management Co.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: EVP, Chief Financial Officer
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