Exhibit (d)(2)(I)(ii)
[ING FUNDS LOGO]
December 5, 2005
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Senior Product Manager
Fidelity Management & Research Company
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇▇▇▇:
Pursuant to Section 1 of the Amended and Restated Portfolio Management
Agreement dated May 2, 2005 among ING Investors Trust, Directed Services, Inc.
and Fidelity Management & Research Company (the "Agreement") we hereby notify
you of our intention to modify the fees payable to the Portfolio Manager for ING
FMR(SM) Diversified Mid Cap Portfolio, effective December 5, 2005 (the
"Portfolio"), upon all of the terms and conditions set forth in the Agreement.
Upon your acceptance, the Agreement will be modified to give effect to the
foregoing by amending SCHEDULE A and AMENDED SCHEDULE B of the Agreement. The
AMENDED SCHEDULE A and AMENDED SCHEDULE B are attached hereto.
Please signify your acceptance of the modified fees under the Agreement
with respect to the Portfolio by signing below.
Very sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President
ING Investors Trust
ACCEPTED AND AGREED TO:
Fidelity Management & Research Company
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------------
Title: Senior Vice President, Duly Authorized
--------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Tel: ▇▇▇-▇▇▇-▇▇▇▇ ING Investors Trust
Scottsdale, AZ ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
AMENDED SCHEDULE A
The Series of ING Investors Trust, as described in Section 1 of the
attached Portfolio Management Agreement, to which Fidelity Management & Research
Company shall act as Portfolio Manager are as follows:
ING FMR(SM) Diversified Mid Cap Portfolio
ING FMR(SM) Earnings Growth Portfolio
2
AMENDED SCHEDULE B
COMPENSATION FOR SERVICES TO SERIES
For the services provided by Fidelity Management & Research Company
("Portfolio Manager") to the following Series of ING Investors Trust, pursuant
to the attached Portfolio Management Agreement, the Manager will pay the
Portfolio Manager a fee, computed daily and payable monthly, based on the
combined average daily net assets of the Series at the following annual rates of
the average daily net assets of the Series:
SERIES RATE
------ ----
ING FMR(SM) Diversified Mid Cap Portfolio 0.40% on first $250 million; and
0.35% thereafter
ING FMR(SM) Earnings Growth Portfolio 0.40% on first $250 million; and
0.35% thereafter
3