0001145443-12-000108 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 10th, 2012 • Ing Investors Trust • Delaware

AGREEMENT made this 29th day of April, 2011, among ING Investors Trust(the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Adviser”), a Delaware limited liability company, and BlackRock Advisors, LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of Delaware (the “Agreement”).

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SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • February 10th, 2012 • Ing Investors Trust • Massachusetts

This AGREEMENT is made as of this 1st day of July, 2011 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and CBRE Clarion Securities, LLC, a Delaware Limited Partnership (the “Sub-Adviser”).

ING INVESTORS TRUST AMENDMENT #74 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 • February 10th, 2012 • 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 Core Growth and Income Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

AMENDMENT #71 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: July 1, 2011
Amended and Restated Agreement and Declaration of Trust • February 10th, 2012 • 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

AMENDMENT #72 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: July 15, 2011
Amendment to the Amended and Restated Agreement and Declaration of Trust • February 10th, 2012 • 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 6.3 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 (the “Declaration of Trust”), hereby amend the Declaration of Trust to:

FIRST AMENDMENT TO AMENDED AND RESTATED PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • February 10th, 2012 • Ing Investors Trust

This First Amendment, effective as of May 1, 2011, amends the Portfolio Management Agreement (the “Agreement”) effective as of October 24, 1997 and amended and restated January 21, 2011, as amended, among ING Investors Trust, a Massachusetts business trust, Directed Services LLC, a Delaware limited liability company (the “Manager”), and T. Rowe Price Associates, Inc., a Maryland corporation (the “Portfolio Manager”).

AMENDED AND RESTATED PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • February 10th, 2012 • Ing Investors Trust • Delaware

This AGREEMENT, effective as of October 24, 1997, is hereby amended and restated as of this 21st day of January, 2011, among ING Investors Trust (the “Trust”), a Massachusetts business trust, formerly, The GCG Trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, formerly, Directed Services, Inc., and T. Rowe Price Associates, Inc. (the “Portfolio Manager”), a Maryland corporation.

INVESTMENT MANAGEMENT SUB-DELEGATION AGREEMENT Between and
Investment Management Sub-Delegation Agreement • February 10th, 2012 • Ing Investors Trust • Maryland

This INVESTMENT MANAGEMENT SUB-DELEGATION AGREEMENT (“Agreement”), is dated as of the close of business August 1, 2011, by and between T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America, with its principal office at 100 East Pratt Street, Baltimore MD 21202, United States and T. Rowe Price Singapore Private Ltd. (“TRP Singapore”), a Singapore limited private company licensed by the Monetary Authority in Singapore (“MAS”) to provide investment management services, and with its office at No. 290 Orchard Road #14-04 Paragon Singapore 238859. TRP Singapore is a registered investment adviser in the United States under the Investment Advisers Act of 1940 (“Advisers Act”).

ING INVESTORS TRUST AMENDMENT #73 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: November 17, 2011
Amendment to the Amended and Restated Agreement and Declaration of Trust • February 10th, 2012 • 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 6.3 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 (the “Declaration of Trust”), hereby amend the Declaration of Trust to:

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