Exhibit 99.B(d)(2)(H)(ii)
[ING FUNDS LOGO]
January 1, 2005
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Senior Vice President
Capital Guardian Trust Company
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Dear ▇▇. ▇▇▇▇▇▇:
Pursuant to Section 6 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 Managed Global
Portfolio and ING Capital Guardian Small Cap Portfolio (the "Portfolios"),
effective January 1, 2005.
Upon your acceptance, the Agreement will be modified to reflect the fee
changes to the annual portfolio management fees for the Portfolios as indicated
on AMENDED SCHEDULE B of the Agreement. The AMENDED SCHEDULE B, with the annual
portfolio management fees indicated for the Portfolios, is attached hereto.
Please signify your acceptance of the modified fees under the Agreement
with respect to the Portfolios by signing below.
Very sincerely,
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Senior Vice President
ING Investors Trust
ACCEPTED AND AGREED TO:
Capital Guardian Trust Company
By:
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Name:
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Title: , Duly Authorized
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Scottsdale, AZ ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
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SCHEDULE B
COMPENSATION FOR SERVICES TO SERIES
For the services provided by Capital Guardian Trust Company ("Portfolio
Manager") to the following Series of ING Investors Trust (formerly The GCG
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 average daily net assets of the Series at the following annual rates of
the average daily net assets of the Series:
SERIES FEES
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ING Capital Guardian Large Cap Value Portfolio 0.50% on first $150 million;
0.45% on next $150 million;
0.35% on next $200 million; and
0.30% thereafter
ING Capital Guardian Managed Global Portfolio 0.60% on first $125 million;
0.50% on next $125 million;
0.45% on next $150 million; and
0.40% thereafter
ING Capital Guardian Small Cap Portfolio 0.60% on first $125 million;
0.50% on next $125 million;
0.40% on next $150 million; and
0.35% thereafter