0001104659-09-027834 Sample Contracts

INTERIM SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • April 30th, 2009 • Ing Investors Trust • Delaware

This AGREEMENT is made as of this 30th day of April, 2009, between Directed Services LLC, a Delaware limited liability company (the “Manager”), and ING Investment Management Co., a Connecticut corporation (the “Sub-Adviser”).

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FORM OF SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • April 30th, 2009 • Ing Investors Trust • Massachusetts

AGREEMENT made this 9th day of July 2009 between Directed Services LLC, a Delaware limited liability company (the “Manager”), and ING Clarion Real Estate Securities L.P., a Delaware Limited Partnership (the “Sub-Adviser”).

INTERIM SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • April 30th, 2009 • Ing Investors Trust • Massachusetts

AGREEMENT made this 1st day of May, 2009 between Directed Services LLC, a Delaware limited liability company (the “Manager”), and ING Clarion Real Estate Securities L.P., a Delaware Limited Partnership (the “Sub-Adviser”).

TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • April 30th, 2009 • Ing Investors Trust

THIS AGREEMENT (“Agreement”) is dated February 25, 2009 by and between PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“PNC”), and each of the registered investment companies (each, a “Fund”) on behalf of all series thereof (each, a “Portfolio”) listed on Exhibit A attached hereto and made a part hereof.

May 1, 2009 Ms. Mary Jean Milner Vice President The Bank of New York Mellon One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:
Ing Investors Trust • April 30th, 2009

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 RussellTM Large Cap Growth Index Portfolio, ING RussellTM Large Cap Value Index Portfolio, ING RussellTM Mid Cap Growth Index Portfolio, and ING Hang Seng Index Portfolio (collectively, the “Portfolios”), each a newly established series of ING Variable Portfolios, Inc., to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated October 31, 2008.

November 14, 2008 Todd Modic Senior Vice President ING Investments, LLC
Management Agreement • April 30th, 2009 • Ing Investors Trust
ING INVESTORS TRUST AMENDMENT #52 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: April 30, 2009
Ing Investors Trust • April 30th, 2009

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

Directed Services LLC
Ing Investors Trust • April 30th, 2009
February 1, 2009 Paul Mahan
Ing Investors Trust • April 30th, 2009
Directed Services LLC
Ing Investors Trust • April 30th, 2009
Directed Services LLC
Ing Investors Trust • April 30th, 2009
ING INVESTORS TRUST AMENDMENT #53 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: May 1, 2009
Ing Investors Trust • April 30th, 2009

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 #51 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: January 23, 2009
Ing Investors Trust • April 30th, 2009

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:

February 1, 2009 Pamela Rose Evergreen Investment Management Company, LLC
Ing Investors Trust • April 30th, 2009
Directed Services LLC
Ing Investors Trust • April 30th, 2009
Directed Services LLC
Ing Investors Trust • April 30th, 2009
May 1, 2009
Ing Investors Trust • April 30th, 2009

Pursuant to the Sub-Advisory Agreement dated January 3, 2006 (the “Agreement”) between ING Investments, LLC and ING Clarion Real Estate Securities L.P. (“ING Clarion”), as amended, we hereby notify you of our intention to modify the annual sub-advisory fee schedule for ING Global Real Estate Portfolio (the “Portfolio”), effective May 1, 2009. The remaining terms and conditions set forth in the Agreement will remain unchanged.

May 1, 2009 Ms. Mary Jean Milner Vice President The Bank of New York Mellon One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:
Ing Investors Trust • April 30th, 2009

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 RussellTM Large Cap Growth Index Portfolio, ING RussellTM Large Cap Value Index Portfolio, ING RussellTM Mid Cap Growth Index Portfolio, and ING Hang Seng Index Portfolio (collectively, the “Portfolios”), each a newly established series of ING Variable Portfolios, Inc., to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated October 31, 2008.

SUB-SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANY
Sub-Sub-Advisory Agreement • April 30th, 2009 • Ing Investors Trust • Massachusetts

AGREEMENT made this 7th day of August, 2006, by and between FMR Co., Inc., a Massachusetts corporation with principal offices at One Federal Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at One Federal Street, Boston, Massachusetts (hereinafter called the “Adviser”).

May 1, 2009 Ms. Mary Jean Milner Vice President The Bank of New York Mellon One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:
Ing Investors Trust • April 30th, 2009

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 RussellTM Large Cap Growth Index Portfolio, ING RussellTM Large Cap Value Index Portfolio, ING RussellTM Mid Cap Growth Index Portfolio, and ING Hang Seng Index Portfolio (collectively, the “Portfolios”), each a newly established series of ING Variable Portfolios, Inc., to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated October 31, 2008.

ING Investments, LLC
Ing Investors Trust • April 30th, 2009
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