0001193125-08-121858 Sample Contracts

SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT ING FUNDS TRUST
Sub-Advisory Agreement • May 23rd, 2008 • Ing Funds Trust

This Second Amendment, effective as of December 15, 2006, amends the Sub-Advisory Agreement (the “Agreement”) dated the 1st day of August 2003, as amended, between ING Investments, LLC, an Arizona limited liability company (the “Manager”) and ING Investment Management Co. (formerly Aeltus Investment Management, Inc.), a Connecticut corporation (the “Sub-Adviser”).

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Exhibit (h)(2)(i)
Agency Agreement • May 23rd, 2008 • Ing Funds Trust
Exhibit (g)(4)(i)
Custody Agreement • May 23rd, 2008 • Ing Funds Trust

Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Custody & Fund Accounting Fee Schedule and Global Securities Fee Schedule, each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (the “Agreements”), we hereby notify you of the addition of ING Goldman Sachs Commodity Strategy Portfolio and ING Multi-Manager International Small Cap Portfolio (the “Portfolios”), each a newly established Series of ING Investors Trust to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated January 31, 2008.

Exhibit (m)(3)(i)
Fee Waiver Agreement • May 23rd, 2008 • Ing Funds Trust

Pursuant to our letter agreement dated January 20, 2006 with regard to ING Classic Money Market Fund, a series of ING Funds Trust (the “Fund”), we have waived a portion of the distribution fee payable to us under the Distribution Plan for Class A Shares of the Fund, through a reduction in the distribution fee of up to 0.40% of the average daily net assets of the Fund for the period from January 20, 2006 through August 1, 2007.

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