0001104659-07-056890 Sample Contracts

ING INVESTORS TRUST AMENDMENT #40 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: July 31, 2007
Amendment to the Amended and Restated Agreement and Declaration of Trust • July 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:

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ING INVESTORS TRUST AMENDMENT #37 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • July 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, Section 6.2 and Article XI, Sections 11.2 and 11.4 of the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, hereby abolish the ING Capital Guardian Small/Mid Cap Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

ING INVESTORS TRUST AMENDMENT #39 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: June 25, 2007
Amendment to the Amended and Restated Agreement and Declaration of Trust • July 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 an additional separate Series designated as ING Focus 5 Portfolio of the Trust as follows:

ING INVESTORS TRUST AMENDMENT #38 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Amended and Restated Agreement and Declaration of Trust • July 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, Section 6.2 and Article XI, Sections 11.2 and 11.4 of the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, hereby abolish the ING Legg Mason Partners All Cap Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

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