Exhibit 77(e)(2)
[LETTERHEAD OF ING FUNDS]
August 20, 2007
Xx. Xxxx Xxxxx
Directed Services, LLC
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Dear Xx. Xxxxx:
Pursuant to the Amended and Restated Investment Management Agreement dated
January 1, 2007 between ING Investors Trust and Directed Services, LLC (the
"Agreement"), we hereby notify you of our intention to retain you as Manager to
render investment advisory services to ING Focus 5 Portfolio (the "Portfolio"),
effective August 20, 2007.
Upon your acceptance, the Agreement will be modified to give effect to the
foregoing by adding the Portfolio to Amended Schedule A of the Agreement.
Amended Schedule A, with the annual investment management fees indicated for the
Portfolio, is attached hereto.
Please signify your acceptance to act as Manager under the Agreement with
respect to the Portfolio by signing below.
Very sincerely,
/s/ Xxxxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxxxx
Senior Vice President
ING Investors Trust
ACCEPTED AND AGREED TO:
Directed Services, LLC
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
Title: Vice President, Duly Authorized
AMENDED SCHEDULE A
with respect to the
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
between
ING INVESTORS TRUST
and
DIRECTED SERVICES, LLC
Series Annual Investment Management Fee
------ --------------------------------
(as a percentage of average daily net assets)
ING BlackRock Inflation Protected Bond Portfolio 0.450% on first $200 million;
0.400% on next $800 million; and
0.300% on assets over $1 billion
ING Focus 5 Portfolio 0.32% on all assets
ING FMRSM Large Cap Growth Portfolio 0.580% on first $500 million;
0.570% on next $250 million; and
0.520% on assets over $750 million
ING Franklin Income Portfolio 0.65% on the first $500 million; and
0.60% on assets over $500 million
ING Xxxxxxxx Xxxxxxxxx Founding Strategy 0.00%
Portfolio
ING JPMorgan Value Opportunities Portfolio 0.400% on first $21 billion;
0.390% on next $5 billion; and
0.380% on assets over $26 billion
ING Xxxxxxx International Opportunities Portfolio 0.540% on first $21 billion; and
0.530% on assets over $21 billion
ING MFS Utilities Portfolio 0.600% on first $1 billion;
0.550% on next $500 million;
0.500% on next $5 billion;
0.470% on next $5 billion;
0.450% on next $5 billion;
0.440% on next $5 billion; and
0.430% on assets over $21.5 billion
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Series Annual Investment Management Fee
------ --------------------------------
(as a percentage of average daily net assets)
ING Pioneer Equity Income Portfolio 0.65% on first $500 million; and
0.60% on assets over $500 million
ING Xxxxx CityplaceFargo Small Cap Disciplined 0.77% on first $500 million;
Portfolio 0.70% on next $500 million;
0.65% on next $500 million;
0.60% on next $5 billion; and
0.53% on assets over $6.5 billion
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