FORM OF SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 27th, 2007 • Ing Investors Trust • New York
AGREEMENT made this 30th day of April, 2007, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services, LLC (the “Adviser”), a Delaware limited liability company, and BlackRock Financial Management, Inc. (the “Sub-Adviser”), a corporation organized under the laws of the State of Delaware (the “Agreement”).
April 30, 2007 Ms. Mary Jean Milner Vice President The Bank of New York One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:Custody Agreement • April 27th, 2007 • Ing Investors Trust
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Custody & Fund Accounting Fee Schedule and Global Securities Fee Schedule each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (the “Agreements”), we hereby notify you of the addition of ING BlackRock Inflation Protected Bond Portfolio, ING Franklin Mutual Shares Portfolio, and ING Franklin Templeton Founding Strategy Portfolio, three newly established series of ING Investors Trust (the “Funds”), effective April 30, 2007, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated March 27, 2007.
April 30, 2007 Nick Horvath DST Systems, Inc.Agency Agreement • April 27th, 2007 • Ing Investors Trust
FORM OF FIRST AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUSTPortfolio Management Agreement • April 27th, 2007 • Ing Investors Trust
This First Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 1st day of December, 2005 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Lord, Abbett & Co. LLC, a limited liability company organized under the laws of the State of Delaware (the “Portfolio Manager”).
April 30, 2007 Ms. Mary Jean Milner Vice President The Bank of New York One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Cash Reserve Agreement • April 27th, 2007 • Ing Investors Trust
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Custody & Fund Accounting Fee Schedule and Global Securities Fee Schedule each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (the “Agreements”), we hereby notify you of the addition of ING BlackRock Inflation Protected Bond Portfolio, ING Franklin Mutual Shares Portfolio, and ING Franklin Templeton Founding Strategy Portfolio, three newly established series of ING Investors Trust (the “Funds”), effective April 30, 2007, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated March 27, 2007.
FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUSTPortfolio Management Agreement • April 27th, 2007 • Ing Investors Trust
This First Amendment, effective as of December 15, 2006, amends the Amended and Restated Portfolio Management Agreement (the “Agreement”) dated the 2nd day of May, 2005 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Fidelity Management & Research Company, a Massachusetts corporation (the “Portfolio Manager”).
FORM OF SECOND AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUSTPortfolio Management Agreement • April 27th, 2007 • Ing Investors Trust
This Second Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 1st day of May 2002, as amended, among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Morgan Stanley Investment Management Inc., d/b/a Van Kampen, a Delaware corporation (the “Portfolio Manager”).
AMENDED AND RESTATED PROXY AGENT FEE ALLOCATION AGREEMENTProxy Agent Fee Allocation Agreement • April 27th, 2007 • Ing Investors Trust
THIS PROXY VOTING FEE ALLOCATION AGREEMENT, effective August 21, 2003 (the “Agreement”), is hereby amended and restated the 1st day of January 2007, by and among ING Investments, LLC (“ING Investments”), Directed Services, LLC (“DSL”), and the ING funds listed on Schedule A attached hereto (each a “Fund,” and collectively the “Funds”), each acting on its own behalf, and on behalf of its series portfolios.
January 1, 2007 ING Investors TrustFee Waiver Agreement • April 27th, 2007 • Ing Investors Trust
FORM OF ING INVESTORS TRUST ING PARTNERS, INC. SHAREHOLDER SERVICING AGREEMENT Adviser Class Shares, Service Class Shares, Service 2 Class Shares and Class T SharesShareholder Servicing Agreement • April 27th, 2007 • Ing Investors Trust • Arizona
This Agreement is effective as of January 1, 2007, between ING Investors Trust (“IIT”), in respect of the Adviser Class Shares, Service Class Shares and Service 2 Class Shares (the “IIT Shares”), ING Partners Inc. (“IPI”) in respect of the Adviser Class Shares, Service Class Shares and Class T Shares (the “IPI Shares”) (IIT Shares and IPI Shares, collectively the “Shares”), and ING Funds Distributor, LLC (“IFD”) (IIT, IPI and IFD, collectively the “Fund”) and ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, and Security Life of Denver Insurance Company (individually the “Service Organization”, collectively the “Organizations”), life insurance companies. In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
ING INVESTORS TRUST AMENDMENT #34 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: April 3, 2007Amendment to the Amended and Restated Agreement and Declaration of Trust • April 27th, 2007 • Ing Investors Trust
The undersigned being a majority of the trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to Article VI, Sections 6.2 and 6.3 and Article XI, Section 11.4 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated February 26, 2002, as amended (the “Declaration of Trust”), hereby amend the Declaration of Trust to establish additional separate Series designated as ING BlackRock Inflation Protected Bond Portfolio, ING Franklin Mutual Shares Portfolio and ING Franklin Templeton Founding Strategy Portfolio of the Trust as follows:
ING INVESTORS TRUST AMENDMENT #36 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: April 30, 2007Amendment to the Amended and Restated Agreement and Declaration of Trust • April 27th, 2007 • Ing Investors Trust
The undersigned being a majority of the trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to Article XI, Section 11.4 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated February 26, 2002, as amended (the “Declaration of Trust”), hereby amend the Declaration of Trust to:
FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUSTPortfolio Management Agreement • April 27th, 2007 • 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”).
April 30, 2007 Mr. Todd Modic Directed Services, LLCInvestment Management Agreement • April 27th, 2007 • Ing Investors Trust
April 30, 2007 Todd Modic Senior Vice President ING Funds Services, LLCAdministration Agreement • April 27th, 2007 • Ing Investors Trust
FORM OF FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING INVESTORS TRUSTSub-Advisory Agreement • April 27th, 2007 • Ing Investors Trust
This First Amendment, effective as of December 15, 2006, amends the Sub-Advisory Agreement (the “Agreement”) dated the 28th day of April, 2006 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Franklin Advisers, Inc., a corporation organized under the laws of the State of California (the “Sub-Adviser”).
Directed Services, LLCAdministrative Services Sub-Contract • April 27th, 2007 • Ing Investors Trust
Directed Services, LLCPortfolio Management Agreement • April 27th, 2007 • Ing Investors Trust
Directed Services, LLCInvestment Management Fee Reduction Agreement • April 27th, 2007 • Ing Investors Trust
AMENDED AND RESTATED THE BANK OF NEW YORK-WILSHIRE ATLAS/AXIOM ATTRIBUTION AND RISK ANALYSIS SYSTEM FEE ALLOCATION AGREEMENTFee Allocation Agreement • April 27th, 2007 • Ing Investors Trust
THIS THE BANK OF NEW YORK-WILSHIRE ATLAS/AXIOM ATTRIBUTION AND RISK ANALYSIS SYSTEM FEE ALLOCATION AGREEMENT, effective as of July 6, 2006 (the “Agreement”), is hereby amended and restated the 1st day of January 2007, by and among the ING Funds listed on Schedule A and Schedule B attached to this Agreement, as such Schedules may be amended from time to time (each, a “Fund,” collectively, the “Funds”) each acting on its own behalf, and on behalf of its series, and ING Investments, LLC and Directed Services, LLC (each, a “Manager,” collectively, the “Managers”).
April 30, 2007 Mr. Todd Modic Directed Services, LLCManagement Agreement • April 27th, 2007 • Ing Investors Trust
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT ING INVESTORS TRUSTExpense Limitation Agreement • April 27th, 2007 • Ing Investors Trust
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective this 23rd day of September 2005, as amended and restated this 1st day of January 2007, is made by and between ING Funds Distributor, LLC (the “Distributor”) and ING Investors Trust (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of Registrant set forth on Schedule A to this Agreement (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT ING INVESTORS TRUSTExpense Limitation Agreement • April 27th, 2007 • Ing Investors Trust
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 1st day of January 2005, is hereby amended and restated the 1st day of January 2007, by and between Directed Services, LLC (the “Manager”) and ING Investors Trust (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.
FORM OF THIRD AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENTPortfolio Management Agreement • April 27th, 2007 • Ing Investors Trust
This Third Amendment made as of this 30th day of April, 2007 to the Portfolio Management Agreement dated as of May 1, 2002, as amended (the “Agreement”), between ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, LLC a Delaware limited liability company (the “Manager”), and Morgan Stanley Investment Management Inc., a Delaware corporation, d/b/a Van Kampen (the “Portfolio Manager”).
Directed Services, LLCExpense Limitation Agreement • April 27th, 2007 • Ing Investors Trust
ING INVESTORS TRUST AMENDMENT #35 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: April 30, 2007Amendment to the Amended and Restated Agreement and Declaration of Trust • April 27th, 2007 • Ing Investors Trust
The undersigned being a majority of the trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to Article VI, Sections 6.2 and 6.3 and Article XI, Section 11.4 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated February 26, 2002, as amended (the “Declaration of Trust”), hereby amend the Declaration of Trust to
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT ING INVESTORS TRUSTExpense Limitation Agreement • April 27th, 2007 • Ing Investors Trust
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 1st day of February 2005, is hereby amended and restated the 1st day of January 2007, by and between Directed Services, LLC (the “Manager”) and ING Investors Trust (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.
FORM OF FIRST AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUSTPortfolio Management Agreement • April 27th, 2007 • Ing Investors Trust
This First Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 28th day of January, 2000 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Capital Guardian Trust Company, a California corporation (the “Portfolio Manager”).
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING INVESTORS TRUSTSub-Advisory Agreement • April 27th, 2007 • Ing Investors Trust
This First Amendment, effective as of December 15, 2006, amends the Sub-Advisory Agreement (the “Agreement”) dated the 2nd day of September, 2003 between Directed Services, Inc., a New York corporation (the “Manager”) and Julius Baer Investment Management LLC, a Delaware corporation (the “Sub-Adviser”).
FIRST AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUSTPortfolio Management Agreement • April 27th, 2007 • Ing Investors Trust
This First Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 1st day of May, 2003 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and UBS Global Asset Management (Americas) Inc., a corporation organized under the laws of the state of Delaware (the “Portfolio Manager”).
FORM OF FUND PARTICIPATION AGREEMENTFund Participation Agreement • April 27th, 2007 • Ing Investors Trust • Delaware
THIS AGREEMENT effective this 1st day of January, 2007 by and among ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, and Security Life of Denver Insurance Company (hereinafter individually “Company” or collectively as “Companies”), each a life insurance company, on each its own behalf and on behalf of each Company’s Separate Account(s) (the “Account(s)”) as set forth on Schedule A hereto; ING Investors Trust, an open-end management investment company and business trust organized under the laws of Massachusetts, and ING Partners, Inc., an open-end management investment company and corporation organized under the laws of Maryland (collectively hereinafter the “Trust”); and ING Funds Distributor, LLC (hereinafter the “Distributor”), a Delaware limited liability company.
FORM OFPortfolio Management Agreement • April 27th, 2007 • Ing Investors Trust
This letter will serve as an amendment to the Agreement and is intended to result in the reallocation of certain investment advisory fees (“Reallocation”) that are paid by the Portfolio to the Portfolio Manager for the investment management of such Portfolio.
FORM OFDistribution Agreement • April 27th, 2007 • Ing Investors Trust
