0001104659-07-063340 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 17th, 2007 • Ing Investors Trust • Delaware

AGREEMENT made this 2nd day of February, 2007, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services, LLC (the “Adviser”), a Delaware limited liability company, and BlackRock Investment Management, LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of Delaware (the “Agreement”).

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FORM OF
Ing Investors Trust • August 17th, 2007

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 Focus 5 Portfolio, a newly established series of ING Investors Trust, effective August 20, 2007, and ING International High Dividend Equity Income Fund, a newly established registrant (the “Funds”), effective August 28, 2007, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated May 11, 2007.

August 20, 2007
Agency Agreement • August 17th, 2007 • Ing Investors Trust
Directed Services, LLC
Sub-Advisory Agreement • August 17th, 2007 • Ing Investors Trust
August 20, 2007 Todd Modic Senior Vice President ING Funds Services, LLC
Ing Investors Trust • August 17th, 2007
August 20, 2007 Mr. Todd Modic ING Funds Distributor, LLC
Distribution Agreement • August 17th, 2007 • Ing Investors Trust
August 20, 2007 Mr. Todd Modic Directed Services, LLC
Ing Investors Trust • August 17th, 2007
SERVICES AGREEMENT
Services Agreement • August 17th, 2007 • Ing Investors Trust • New York

This Agreement is made effective as of March 1, 2000 between Interactive Data Corporation with a principal place of business at 22 Crosby Drive, Bedford, MA 01730 (“Interactive”) and

May 11, 2007
Ing Investors Trust • August 17th, 2007
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • August 17th, 2007 • Ing Investors Trust

This First Amendment, effective as of December 15, 2006, amends the Sub-Advisory Agreement (the “Agreement”) dated the 28th day of April, 2006 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Franklin Advisers, Inc., a corporation organized under the laws of the State of California (the “Sub-Adviser”).

Directed Services, LLC
Ing Investors Trust • August 17th, 2007
THIRD AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • August 17th, 2007 • Ing Investors Trust

This Third Amendment made as of this 30th day of April, 2007 to the Portfolio Management Agreement dated as of May 1, 2002, as amended (the “Agreement”), among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., succeeded by Directed Services, LLC a Delaware limited liability company (the “Manager”), and Morgan Stanley Investment Management Inc., a Delaware corporation, d/b/a Van Kampen (the “Portfolio Manager”).

SECOND AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST
Portfolio Managment Agreement • August 17th, 2007 • Ing Investors Trust

This Second Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 1st day of May 2002, as amended, among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Morgan Stanley Investment Management Inc., d/b/a Van Kampen, a Delaware corporation (the “Portfolio Manager”).

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