0001104659-10-022632 Sample Contracts

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2010 • Ing Investors Trust • New York

AGREEMENT dated , between Directed Services, LLC, a Delaware limited liability company (the “Manager”), and Artio Global Management LLC, a (the “Sub-Adviser”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2010 • 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 Goldman Sachs Asset Management, L.P. (the “Sub-Adviser”), a limited partnership organized under the laws of the State of Delaware (the “Agreement”).

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 29th, 2010 • Ing Investors Trust • Delaware

AGREEMENT made this 30th day of April, 2010, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Adviser”), a Delaware limited liability company, and Dimensional Fund Advisors LP (the “Sub-Adviser”), a Delaware limited partnership (the “Agreement”).

FIRST AMENDMENT TO AMENDED AND RESTATED PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST
Portfolio Managment Agreement • April 29th, 2010 • Ing Investors Trust

This First Amendment (the “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 Marsico Capital Management, LLC, a limited liability company organized under the laws of the State of Delaware (the “Portfolio Manager”).

Directed Services LLC
Ing Investors Trust • April 29th, 2010
Directed Services LLC
Ing Investors Trust • April 29th, 2010
Directed Services LLC
Letter Agreement • April 29th, 2010 • Ing Investors Trust
Directed Services LLC
Ing Investors Trust • April 29th, 2010
AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT ING INVESTORS TRUST
Management Agreement • April 29th, 2010 • Ing Investors Trust

This First Amendment, effective as of October 1, 2009, amends the Portfolio Management Agreement dated the 15th day of September, 2008 (the “Agreement”), among ING Investors Trust (the “Trust”), a Massachusetts business trust, ING Investments, LLC (the “Manager”), an Arizona limited liability company (by virtue of a substitution effective as of November 17, 2008, assumed all duties and obligations of former contracting party, Directed Services LLC), and OppenheimerFunds, Inc. (the “Portfolio Manager”), a corporation organized under the laws of the State of Colorado.

April 30, 2010 ING Investors Trust
Ing Investors Trust • April 29th, 2010
FIRST AMENDMENT TO THE AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT ING INVESTORS TRUST
Expense Limitation Agreement • April 29th, 2010 • Ing Investors Trust

This First Amendment, effective as of January 30, 2009, amends the Amended and Restated Expense Limitation Agreement (the “Agreement”) dated 1st day of February, 2005, as amended, between Directed Services LLC, (the “Manager”), and ING Investors Trust (the “Registrant”).

ING INVESTORS TRUST AMENDMENT #60 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: March 22, 2010
Ing Investors Trust • April 29th, 2010

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 DFA Global Allocation Portfolio of the Trust as follows:

SUB-SUB-ADVISORY AGREEMENT FOR ING INVESTORS TRUST ING INTERNATIONAL SMALLCAP MULTI-MANAGER FUND
Sub-Advisory Agreement • April 29th, 2010 • Ing Investors Trust • Delaware

THIS SUB-ADVISORY AGREEMENT is made as of this 28th day of April, 2008, by and among DIRECTED SERVICES, LLC, a Delaware limited liability company, SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA INC., (“SIMNA”) a corporation organized under the laws of the State of Delaware with its principal place of business at 875 Third Avenue, 22nd Floor, New York 10022, and SCHRODER INVESTMENT MANAGEMENT NORTH AMERICA LIMITED (“SIMNA Limited”) a UK corporation with its principal office and place of business at 31 Gresham Street, London, UK EC2V 7QA.

FOURTH AMENDMENT TO SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • April 29th, 2010 • Ing Investors Trust

This Fourth Amendment, effective as of August 1, 2008, amends the Sub-Advisory Agreement (the “Agreement”) dated the 1st day of August, 2003, as amended, between Directed Services LLC, a Delaware limited liability company (the “Manager”), and ING Investment Management Co. (formerly Aeltus Investment Management, Inc.), a Connecticut corporation (the “Sub-Adviser”).

Directed Services LLC
Ing Investors Trust • April 29th, 2010
March 15, 2010 ING Investors Trust
Ing Investors Trust • April 29th, 2010
SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • April 29th, 2010 • Ing Investors Trust

This Second Amendment, effective as of August 20, 2009, amends the Sub-Advisory Agreement (the “Agreement”) dated the 2nd day of September 2003, between Directed Services LLC, an Arizona limited liability company (the “Manager”) and Artio Global Management LLC, f/k/a Julius Baer Investment Management, LLC, a Delaware corporation (the “Sub-Adviser”) with regards to ING Artio Foreign Portfolio, a Series of ING Investors Trust.

ING INVESTORS TRUST AMENDMENT #61 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Ing Investors Trust • April 29th, 2010

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 T. Rowe Price Personal Strategy Growth Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

AMENDED SCHEDULE A to the AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT ING INVESTORS TRUST OPERATING EXPENSE LIMITS
Expense Limitation Agreement • April 29th, 2010 • Ing Investors Trust

* This Agreement shall automatically renew for one-year terms with respect to a Fund unless otherwise terminated in accordance with the Agreement.

April 30, 2010 Todd Modic Senior Vice President ING Funds Services, LLC
Ing Investors Trust • April 29th, 2010
August 20, 2009
Ing Investors Trust • April 29th, 2010
ING Investments, LLC
Ing Investors Trust • April 29th, 2010
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ING INVESTORS TRUST AMENDMENT #62 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: April 30, 2010
Ing Investors Trust • April 29th, 2010

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

ING INVESTORS TRUST AMENDMENT #58 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Ing Investors Trust • April 29th, 2010

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 LifeStyle Aggressive Growth Portfolio, the ING LifeStyle Conservative Portfolio, the ING LifeStyle Growth Portfolio, the ING LifeStyle Moderate Growth Portfolio, and the ING LifeStyle Moderate Portfolio, and the establishment and designation thereof, there being no shares of each such series currently outstanding.

ING INVESTORS TRUST AMENDMENT #59 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: November 27, 2009
Ing Investors Trust • April 29th, 2010

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:

Directed Services LLC
Ing Investors Trust • April 29th, 2010
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