January 1, 2008 ING Investors Trust

Exhibit 99.B(d)(1)(xii)

January 1, 2008

ING Investors Trust

0000 X. Xxxxxxxxxx Xxxxx Xx.

Scottsdale, AZ 85258

Ladies and Gentlemen:

By our execution of this letter agreement, we hereby notify you that, during periods when ING Xxxxxxxxxxx Strategic Income Portfolio (the “Portfolio”), a series of ING Partners, Inc., managed by Directed Services LLC (“DSL”) and sub-advised by XxxxxxxxxxxXxxxx, Inc. (“Xxxxxxxxxxx”), invests in Xxxxxxxxxxx Master Loan Fund, LLC (the “Underlying Fund”), DSL will waive its fees with respect to the Portfolio’s assets invested in the Underlying Fund.  The waiver will be equal to the advisory fee, received by Xxxxxxxxxxx from the Underlying Fund attributable to Xxxxxxxxxxx’x management of Portfolio assets that are invested in the Underlying Fund.

Please indicate your agreement to this waiver by executing below in the place indicated.

	Very sincerely,
	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		Vice President
		Directed Services, LLC

Agreed and Accepted:

ING Investors Trust

(on behalf of the Funds)

By:	/s/ Xxxxxxxx X. Xxxxxxxx
	Xxxxxxxx X. Xxxxxxxx
	Senior Vice President

0000 X. Xxxxxxxxxx Xxxxx Xx. Scottsdale, AZ 00000-0000 Tel: 000-000-0000 Fax: 000-000-0000 xxx.xxxxxxxx.xxx Directed Services LLC