0001171520-10-000531 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 30th, 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”).

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PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • August 30th, 2010 • Ing Investors Trust • Pennsylvania

This AGREEMENT is made as of this 1st day of June, 2010, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a limited liability company duly organized in the State of Delaware, and Invesco Advisers, Inc. (“Portfolio Manager”), a corporation organized and existing under the laws of the State of Delaware.

INTERIM SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Interim Sub-Advisory Agreement • August 30th, 2010 • Ing Investors Trust • Delaware

This AGREEMENT is made as of this 12th day of June, 2010, between Directed Services LLC, a Delaware limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).

January 1, 2010
Ing Investors Trust • August 30th, 2010
Directed Services LLC
Ing Investors Trust • August 30th, 2010
SUBSTITUTION AGREEMENT
Substitution Agreement • August 30th, 2010 • Ing Investors Trust

This Substitution Agreement is made as of April 1, 2010, by and among Wells Capital Management Inc. (the "Portfolio Manager"), ING Investors Trust (the "Trust"), and Directed Services LLC (the "Manager").

ING INVESTORS TRUST AMENDMENT #64 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: June 14, 2010
Ing Investors Trust • August 30th, 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 #63 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: May 27, 2010
Ing Investors Trust • August 30th, 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 6.3 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:

FIFTH AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT ING INVESTORS TRUST
Portfolio Management Agreement • August 30th, 2010 • Ing Investors Trust

This Fifth Amendment, effective as of June 1, 2010, amends the Portfolio Management Agreement (the “Agreement”) dated the 24th day of October 1997, 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”).

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