0001104659-07-007996 Sample Contracts

PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • February 7th, 2007 • Ing Investors Trust

AGREEMENT made this 1st day of December 2005, among ING Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services, Inc. (the “Manager”), a New York corporation, and Lord, Abbett & Co. LLC (the “Portfolio Manager”), a limited liability company organized under the laws of the State of Delaware (the “Agreement”).

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December 20, 2006 Ms. Mary Jean Milner Vice President The Bank of New York One Wall Street, 25th Floor New York, NY 10286 Dear Ms. Milner:
Ing Investors Trust • February 7th, 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 Disciplined International SmallCap Fund, a newly established series of ING Mutual Funds, effective December 20, 2006, and ING GET U.S. Core Portfolio – Series 14, a newly established series of ING Variable Insurance Trust (the “Fund”), effective December 21, 2006, 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 24, 2006.

DISTRIBUTION AGREEMENT
Distribution Agreement • February 7th, 2007 • Ing Investors Trust • Delaware

AGREEMENT, made this 1st day of January 2007, by and between ING Investors Trust (the “Trust”), a Massachusetts business trust, and ING Funds Distributor, LLC (“Distributor”), a Delaware limited liability company.

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 7th, 2007 • Ing Investors Trust • Massachusetts

This Agreement, effective April 29, 2005, is hereby amended and restated the 1st day of January, 2007, between ING Investors Trust(the “Trust”), a Massachusetts business trust, and Directed Services, LLC(the “Manager”), a Delaware limited liability company(the “Agreement”).

AMENDED AND RESTATED ADMINISTRATIVE SERVICES SUB-CONTRACT
Administrative Services Sub-Contract • February 7th, 2007 • Ing Investors Trust • Delaware

This Administrative Services Sub-Contract (this “Sub-Contract”) effective January 2, 2003 is hereby amended and restated the 1st day of January, 2007, by and among Directed Services, LLC, a Delaware limited liability company (“DSL”), and ING Funds Services, LLC, a Delaware limited liability company (“ING” or the “Sub-Administrator”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • February 7th, 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 between ING Investments, LLC, an Arizona limited liability company (the “Manager”) and ING Investment Management Co., a Connecticut corporation (the “Portfolio Manager”).

FIRST AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST
Managment Agreement • February 7th, 2007 • Ing Investors Trust

This First Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 29th day of August, 2005 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Wells Capital Management, Inc., a corporation organized under the laws of the State of California (the “Portfolio Manager”).

SECOND AMENDMENT TO MANAGEMENT AGREEMENT ING INVESTORS TRUST
Management Agreement • February 7th, 2007 • Ing Investors Trust

This Second Amendment, effective as of December 15, 2006, amends the Management Agreement (the “Agreement”) dated February 25, 2004, as amended, between ING Investors Trust (the “Trust”), a Massachusetts business trust and ING Investments, LLC, an Arizona limited liability company (the “Manager”).

ING INVESTORS TRUST AMENDMENT #31 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: August 7, 2006
Ing Investors Trust • February 7th, 2007

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 11.4of 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

August 1, 2006 Ms. Cheryl Pipia Salomon Brothers Asset Management Inc
Ing Investors Trust • February 7th, 2007
THIRD AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST
Portfolio Management Agreement • February 7th, 2007 • Ing Investors Trust

This Third Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 24th day of October 1997, as amended, among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (the “Portfolio Manager”).

FIRST AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST
Managment Agreement • February 7th, 2007 • Ing Investors Trust

This First Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 30th day of April, 2001 among ING Investors Trust (formerly The GCG Trust), a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Pacific Investment Management Company LLC, a limited liability company organized under the laws of Delaware (the “Portfolio Manager”).

ING INVESTORS TRUST AMENDMENT #32 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: November 6, 2006
Ing Investors Trust • February 7th, 2007

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 11.4of 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 MANAGMENT AGREEMENT ING INVESTORS TRUST
Portfolio Managment Agreement • February 7th, 2007 • Ing Investors Trust

This First Amendment (the “Amendment”), effective as of December 15, 2006, amends the Amended and Restated Portfolio Management Agreement (the “Agreement”) dated the 29th day of April, 2005 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Marsico Capital Management, LLC, a limited liability company organized under the laws of the State of Delaware (the “Portfolio Manager”).

April 29, 2005
Ing Investors Trust • February 7th, 2007

Pursuant to Sections 6 and 17 of the Portfolio Management Agreement dated January 28, 2000, as amended, among ING Investors Trust, Directed Services, Inc. and Capital Guardian Trust Company (the “Agreement”) we hereby modify the fees payable to the Portfolio Manager for ING Capital Guardian U.S. Equities Portfolio (formerly ING Capital Guardian Large Cap Value Portfolio) (the “Portfolio”), effective April 29, 2005.

FIRST AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST
Portfolio Management Agreement • February 7th, 2007 • Ing Investors Trust

This First Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 1st day of December, 2005 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and ClearBridge Advisors, LLC (the “Portfolio Manager”).

Directed Services, Inc.
Sub-Advisory Agreement • February 7th, 2007 • Ing Investors Trust
Directed Services, LLC
Ing Investors Trust • February 7th, 2007
June 7, 2006 Erik Lindahl Massachusetts Financial Services Company
Ing Investors Trust • February 7th, 2007
ASSUMPTION AGREEMENT
Assumption Agreement • February 7th, 2007 • Ing Investors Trust

AGREEMENT made as of December 1, 2006 between Salomon Brothers Asset Management Inc (“SBAM”) and CAM North America, LLC (to be renamed ClearBridge Advisors, LLC) (“ClearBridge”), each a wholly-owned direct and indirect subsidiary of Legg Mason, Inc.

SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • February 7th, 2007 • Ing Investors 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 Directed Services, Inc., a New York corporation (the “Manager”) and ING Investment Management Co. (formerly Aeltus Investment Management, Inc.), a Connecticut corporation (the “Sub-Adviser”).

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April 28, 2006 Jeffrey A. Everett
Ing Investors Trust • February 7th, 2007

Pursuant to Section 6 of the Portfolio Management Agreement dated December 5, 2005 among ING Investors Trust, Directed Services, Inc. and Templeton Global Advisors Limited (the “Agreement”) we hereby modify the fee arrangement with the Portfolio Manager for ING Templeton Global Growth Portfolio (the “Portfolio”) by adding an additional portfolio with which to aggregate assets for purposes of calculating the portfolio management fees. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by amending Schedule A of the Agreement, effective April 28, 2006. The Amended Schedule A, with the annual portfolio management fees indicated for the Portfolio, is attached hereto.

ING INVESTORS TRUST AMENDMENT #33 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Ing Investors Trust • February 7th, 2007

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 Eagle Asset Capital Appreciation Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

SECOND AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT ING INVESTORS TRUST
Investment Management Agreement • February 7th, 2007 • Ing Investors Trust

This Second Amendment, effective as of December 15, 2006, amends the Investment Management Agreement (the “Agreement”) dated August 21, 2003, as amended, between ING Investors Trust (the “Trust”), a Massachusetts business trust and ING Investments, LLC, an Arizona limited liability company (the “Manager”).

Pursuant to Section 6 of the Portfolio Management Agreement dated April 3, 2002 among ING Investors Trust (the “Trust”) (formerly The GCG Trust), Directed Services, Inc. (the “Manager”) and Janus Capital Management LLC (the “Investment Manager”) (the...
Ing Investors Trust • February 7th, 2007

This letter will serve as an amendment to the Agreement and is intended to result in the reallocation of certain investment advisory fees (“Reallocation”) that are paid by the Portfolios to the Investment Manager for the investment management of such Portfolios.

SECOND AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST
Managment Agreement • February 7th, 2007 • Ing Investors Trust

This Second Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 26th day of February 1999, as amended, among ING Investors Trust (formerly The GCG Trust), a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and AllianceBernstein L.P. (formerly Alliance Capital Management L.P), a Delaware limited partnership (the “Portfolio Manager”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING INVESTORS TRUST
Sub-Advisory Agreement • February 7th, 2007 • Ing Investors Trust

This First Amendment, effective as of December 15, 2006, amends the Sub-Advisory Agreement (the “Agreement”) dated the 29th day of July, 2005 between ING Investments, LLC, an Arizona limited liability company (the “Manager”) and ING Investment Management Advisors B.V., an indirect wholly owned subsidiary of ING Groep N.V., domiciled in The Hague, The Netherlands (the “Portfolio Manager”).

FIRST AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT ING INVESTORS TRUST
Portfolio Management Agreement • February 7th, 2007 • Ing Investors Trust

This First Amendment, effective as of December 15, 2006, amends the Portfolio Management Agreement (the “Agreement”) dated the 5th day of December, 2005 among ING Investors Trust, a Massachusetts business trust (the “Trust”), Directed Services, Inc., a New York corporation (the “Manager”) and Templeton Global Advisors Limited, a limited liability company organized under the laws of the State of Delaware (the “Portfolio Manager”).

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • February 7th, 2007 • Ing Investors Trust • Delaware

This Management Agreement effective October 24, 1997, as amended May 24, 2002, is hereby amended and restated the 1st day of January, 2007, between ING Investors Trust (formerly The GCG Trust) (the “Trust”), a Massachusetts business trust, and Directed Services, LLC (the “Manager”), a Delaware limited liability company (the “Agreement”).

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