0001104659-09-007669 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 9th, 2009 • Ing Investors Trust • Delaware

AGREEMENT made this 28th day of April, 2008, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services, LLC (the “Adviser”), a Delaware limited liability company, and Schroder Investment Management North America Inc (the “Sub-Adviser”), a Corporation organized under the laws of the State of Delaware (the “Agreement”).

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PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • February 9th, 2009 • Ing Investors Trust • Massachusetts

AGREEMENT made this 12th day of November, 2008, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, and Evergreen Investment Management Company, LLC (the “Portfolio Manager”), a Delaware limited liability company.

ING INVESTORS TRUST AMENDMENT #50 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Ing Investors Trust • February 9th, 2009

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 U.S. Equities Portfolio and the ING Wells Fargo Disciplined Value Portfolio, and the establishment and designation thereof, there being no shares of each such series currently outstanding.

THIRD AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 9th, 2009 • Ing Investors Trust

This Third Amendment, effective as of August 1, 2008, amends the Sub-Advisory Agreement (the “Agreement”) dated the 26th day of April, 2006, as amended, between ING Investments, LLC, an Arizona limited liability company (the “Manager”) and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).

SECOND AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT ING INVESTORS TRUST
Management Agreement • February 9th, 2009 • Ing Investors Trust

This Amendment dated as of January 5, 2009, amends the Portfolio Management Agreement dated the 5th day of December, 2005 by and between ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services LLC, a New York corporation (the “Manager”) and Templeton Global Advisors Limited (the “Portfolio Manager”), as amended (the “Agreement”).

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