Exhibit 99.B(h)(8)(D)
EXPENSE LIMITATION AGREEMENT
ING INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (this "Agreement"), effective this 23rd
day of September 2005, is made by and between Directed Services, Inc. (the
"Distributor"), investment manager and distributor to ING Investors Trust (the
"Registrant"). The Registrant is a series fund investment company, and is
entering into this Agreement on behalf of, and this Agreement shall apply to,
each series of Registrant set forth on SCHEDULE A to this Agreement (each a
"Fund," collectively the "Funds"), as such schedule may be amended from time to
time to add or delete series.
WHEREAS, the Registrant is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management company; and
WHEREAS, the Registrant and the Manager desire that the provisions of this
Agreement do not adversely affect a Fund's status as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), do not interfere with a Fund's ability to compute its taxable
income under Code Section 852, do not adversely affect the status of the
distributions a Fund makes as deductible dividends under Code Section 562, and
do comply with the requirements of Revenue Procedure 99-40 (or any successor
pronouncement of the Internal Revenue Service); and
WHEREAS, the Registrant and the Distributor have entered into a shareholder
services agreement (the "Shareholder Services Agreement"), pursuant to which the
Distributor provides shareholder services to each Fund; and
WHEREAS, the Registrant, the Distributor has determined that it is
appropriate and in the best interests of the Funds and their shareholders to
maintain the expenses of each Fund at a level below the level to which each such
Fund might otherwise be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. EXPENSE LIMITATION.
1.1 APPLICABLE EXPENSE LIMIT. To the extent that the ordinary operating
expenses, including but not limited to investment advisory fees payable to the
Distributor, but excluding interest, taxes, other investment-related costs,
leverage expenses (as defined below), extraordinary expenses such as litigation,
other expenses not incurred in the ordinary course of such Fund's business, and
expenses of any counsel or other persons or services retained by such Fund's
trustees who are not "interested persons," as that term is defined in the 1940
Act, of the Distributor (the "Fund Operating Expenses"), incurred by Class of a
Fund listed on SCHEDULE A (the "Class"), after the application of all other
waivers of expenses (including management fee waivers and reductions) relevant
to the Fund, exceed the Operating Expense Limit, as defined in Section 1.2
below, for such Class, such excess amount (the "Excess Amount") shall be the
liability of the Distributor, and payable from the shareholder services fees
received by the
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Distributor under the Shareholder Services Agreement. For the purposes of this
Agreement, leverage expenses shall mean fees, costs and expenses incurred by a
Fund's use of leverage (including, without limitation, expenses incurred by a
Fund in creating, establishing and maintaining leverage through borrowings or
the issuance of preferred shares).
1.2 OPERATING EXPENSE LIMIT. The Operating Expense Limit with respect
to the Class of a Fund shall be the amount specified in SCHEDULE A.
1.3 DAILY COMPUTATION. The Distributor shall determine on each business
day whether the aggregate Fund Operating Expenses for the Class of each Fund
exceed the Operating Expense Limit for the Fund, as such Operating Expense Limit
has been pro-rated to the date of such determination (the "Pro-Rated Expense
Cap"). If, on any business day, the aggregate Fund Operating Expenses for the
Class of the Fund do not equal the Pro-Rated Expense Cap for that Class, the
amount of such difference shall be netted against the previous day's accrued
amount for Excess Amounts or Recoupment Amounts (as defined below), and the
difference shall be accrued for that day as an Excess Amount or Recoupment
Amount as applicable.
1.4 PAYMENT. At the end of each month, the accruals made pursuant to
Section 1.3 above shall be netted, and the result shall be remitted by the
Distributor to the Fund if such netting results in an Excess Amount, and it
shall be remitted to the Distributor if such netting results in a Recoupment
Amount and the Distributor is entitled to a Recoupment Amount pursuant to
Section 2.1 below. Any such amounts remitted to a Fund, or repaid by a Fund,
shall be in accordance with the terms of the 1940 Act. The Registrant may offset
amounts owed to a Fund pursuant to this Agreement against the Fund's advisory
fee payable to the Manager [?].
2. RIGHT TO RECOUPMENT. If the Distributor has waived or reduced any
shareholder services fees, or made any payments pursuant to Section 1.4 above,
relating to any of the 36 months immediately preceding any month end calculation
pursuant to Section 1.4 above, the Distributor shall be entitled to recoup from
a Fund any such shareholder services fees waived or reduced and any such
payments made ("Recoupment Amounts"), if (i) on the date of any calculation
under Section 1.3, the aggregate Fund Operating Expenses for the Class of a Fund
are less than that day's Pro-Rated Expense Cap for that Class, and (ii) such
Recoupment Amounts have not already been recouped. Any amounts recouped from the
Class of a Fund shall be recouped in accordance with the principles of the 1940
Act. Amounts recouped shall be allocated to the oldest Recoupment Amounts during
such 36 month period until fully recouped, and thereafter to the next oldest
Recoupment Amounts, and so forth.
3. TERMINATION. This Agreement shall terminate with respect to a Fund upon
termination of the Shareholder Services Agreement with respect to such Fund.
4. MISCELLANEOUS.
4.1 CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
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4.2 INTERPRETATION. Nothing herein shall be deemed to require the
Registrant or a Fund to take any action contrary to the Registrant's articles of
incorporation, declaration of trust, or similar governing document, an
applicable prospectus or statement of additional information, or any applicable
statutory or regulatory requirement, or to relieve or deprive the Registrant's
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Registrant or the Funds.
4.3 DEFINITIONS. Any question of interpretation of any provision of
this Agreement, including but not limited to the shareholder services fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of Shareholder
Services Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to the Shareholder Services Agreement or the 1940 Act.
4.4 AMENDMENTS. This Agreement may be amended only by a written
agreement signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
ING INVESTORS TRUST DIRECTED SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Naka By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. Naka Name: ▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President Title: Vice President
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SCHEDULE A
TO THE
EXPENSE LIMITATION AGREEMENT
ING INVESTORS TRUST
OPERATING EXPENSE LIMITS
SERVICE CLASS
NAME OF FUND OPERATING EXPENSE LIMIT
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ING Mercury Large Cap Growth Portfolio - 1.04%
Service Class Shares
_H.E.
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