EX-77.(e)(13)
SUB-SUB-ADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 7th day of August, 2006, by and between FMR Co., Inc.,
a Massachusetts corporation with principal offices at Xxx Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the "SubAdviser") and Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at Xxx Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the
"Adviser").
WHEREAS the Adviser has entered into an Investment Sub-advisory Agreement
("Sub-Advisory Agreement") with Directed Services, Inc., a New York Corporation
("Client") and ING Investors Trust (the "Fund"), a Massachusetts Business Trust,
pursuant to which the Adviser acts as investment adviser to the portfolio listed
on Exhibit A (individually a "Portfolio" and collectively the "Portfolios"), and
WHEREAS the Sub-Adviser was formed for the purpose of providing investment
management of equity and high income funds and advising generally with respect
to equity and high income instruments.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the Adviser,
direct the investments of all or such portion of the Fund's assets as the
Adviser shall designate in accordance with the investment objectives, policies
and limitations as provided in the Fund's Prospectus or other governing
instruments, as amended from time to time, the Investment Company Act of 1940
and rules thereunder, as amended from time to time (the "1940 Act"), and such
other limitations as the Fund may impose by notice in writing to the Adviser or
Sub-Adviser. The Sub-Adviser shall also furnish for the use of the Fund's office
space and all necessary office facilities, equipment and personnel for servicing
the investments of the Fund; and shall pay the salaries and fees of all
personnel of the Sub-Adviser performing services for the Fund relating to
research, statistical and investment activities. The Sub-Adviser is authorized,
in its discretion and without prior consultation with the Fund or the Adviser,
to buy, sell, lend and otherwise trade in any stocks, bonds and other securities
and investment instruments on behalf of the Fund. The investment policies and
all other actions of the Fund are and shall at all times be subject to the
control and direction of the Trust's Board of Trustees.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Trust and the Adviser as the Trust's Board of
Trustees or the Adviser may request from time to time or as the Sub-Adviser may
deem to be desirable. The Sub-Adviser shall make recommendations to the Trust's
Board of Trustees with respect to Fund policies, and shall carry out such
policies as are adopted by the Trustees. The Sub-Adviser shall, subject to
review by the Board of Trustees, furnish such other services as the Sub-Adviser
shall from time to time determine to be necessary or useful to perform its
obligations under this Agreement and which are not otherwise furnished by the
Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale of
portfolio securities for the Fund's accounts with brokers or dealers selected by
the Sub-Adviser, which may include brokers or dealers affiliated with the
Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to seek to
execute portfolio transactions at prices which are advantageous to the Fund and
at commission rates which are reasonable in relation to the benefits received.
In selecting brokers or dealers qualified to execute a particular transaction,
brokers or dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities Exchange
Act of 1934) to the Fund and/or the other accounts over which the Sub-Adviser,
Adviser or their affiliates exercise investment discretion. The Sub-Adviser is
authorized to pay a broker or dealer who provides such brokerage and research
services a commission for executing a portfolio transaction for the Fund which
is in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the
Sub-Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer. This determination may be viewed in terms of
either that particular transaction or the overall responsibilities which the
Sub-Adviser and its affiliates have with respect to accounts over which they
exercise investment discretion. The Trustees of the Trust shall periodically
review the commissions paid by the Fund to determine if the commissions paid
over representative periods of time were reasonable in relation to the benefits
to the Fund.
2. As compensation for the services to be furnished by the Sub-Adviser
hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee equal to 50%
of the sub-advisory fee that the Client is obligated to pay the Adviser under
the Sub-Advisory Agreement in respect of that portion of the Fund's assets
managed by the Sub-Adviser during such month. Such fee shall not be reduced to
reflect expense reimbursements or fee waivers by the Adviser, if any, in effect
from time to time.
3. It is understood that Trustees, officers, and shareholders of the Trust
are or may be or become interested in the Adviser or the Sub-Adviser as
directors, officers or otherwise and that directors, officers and stockholders
of the Adviser or the Sub-Adviser are or may be or become similarly interested
in the Trust, and that the Adviser or the Sub-Adviser may be or become
interested in the Trust as a shareholder or otherwise.
4. It is understood that the Fund will pay all its expenses other than
those expressly stated to be payable by the Sub-Adviser hereunder or by the
Adviser under the Sub-Advisory Agreement.
5. The Services of the Sub-Adviser to the Adviser are not to be deemed to
be exclusive, the Sub-Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and activities
do not, during the term of this Agreement, interfere, in a material manner, with
the Sub- Adviser's ability to meet all of its obligations with respect to
rendering investment advice hereunder. The Sub-Adviser shall for all purposes be
an independent contractor and not an agent or employee of the Adviser or the
Trust.
6. In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Advisor,
the Client, the Trust or to any shareholder of the Fund for any act or omission
in the course of, or connected with, rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any security.
7. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 7 for the Fund, this Agreement shall
continue in force for two years, and indefinitely thereafter,
but only so long as the continuance after such period shall be
specifically approved at least annually by vote of the Trust's
Board of Trustees or by vote of a majority of the outstanding
voting securities of the Fund.
(b) This Agreement may be modified by mutual consent subject to
the provisions of Section 15 of the 1940 Act, as modified by
or interpreted by any applicable order or orders of the
Securities and Exchange Commission (the "Commission") or any
rules or regulations adopted by, or interpretive releases of,
the Commission.
(c) In addition to the requirements of sub--paragraphs (a) and (b)
of this paragraph 7, the terms of any continuance or
modification of the Agreement must have been approved by the
vote of a majority of those Trustees of the Trust who are not
parties to such Agreement or interested persons of any such
party, cast in person at a meeting called for the purpose of
voting on such approval.
(d) Either the Adviser, the Sub-Adviser or the Fund may, at any
time on sixty (60) days' prior written notice to the other
parties, terminate this Agreement, without payment of any
penalty, by action of its Board of Trustees, or by vote of a
majority of its outstanding voting securities. This
Agreement shall terminate automatically upon the termination
of the Sub-Advisory Agreement. This Agreement shall terminate
automatically in the event of its assignment.
8. The Sub-Adviser agrees that any obligations of the Trust or the Fund
arising in connection with this Agreement shall be limited in all cases to the
Fund and its assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund. Nor shall the
Sub-Adviser seek satisfaction of any such obligation from the Trustees or any
individual Trustee.
9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAWS PROVISIONS THEREOF.
The terms "registered investment company," "vote of a majority of
the outstanding voting securities," "assignment," and "interested persons," when
used herein, shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date written
above.
FMR CO., INC.
BY: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Senior Vice President
Exhibit A to Sub-Sub-Advisory Agreement
August 7, 2006
ING FMR(SM) Earnings Growth Portfolio (as of May 1. 2003)
ING FMR(SM) Diversified Mid Cap Portfolio (as of May 2, 2005)
ING FMR(SM) Mid Cap Growth Portfolio (as of August 7, 2006)
ING FMR(SM) Equity Income Portfolio (as of September 1, 2006)
FMRCO., INC.
BY: /s/ Xxxxxx Xxxxxx
----------------------------------
Xxxxxx Xxxxxx
Senior Vice President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ Xxxxxx Xxxxxx
----------------------------------
Xxxxxx Xxxxxx
Senior Vice President
