EX-77.(e)(3)
SECOND AMENDMENT TO MANAGEMENT AGREEMENT
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").
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of December 15, 2006.
NOW, THEREFORE, the parties agree as follows:
1. The first two sentences of Section 11 are hereby deleted in their
entirety and replaced with the following:
11. Continuation and Termination. With respect to each Series
identified as a Series on Schedule A hereto as in effect on the date of
this Amendment, unless earlier terminated with respect to any Series this
Agreement shall continue in full force and effect through November 30,
2007 Thereafter, unless earlier terminated with respect to a Series, the
Agreement shall continue in full force and effect with respect to each
such Series for periods of one year, provided that such continuance is
specifically approved at least annually by (i) the vote of a majority of
the Board of Trustees of the Trust, or (ii) the vote of a majority of the
outstanding voting shares of the Series (as defined in the 1940 Act), and
provided that such continuance is also approved by the vote of a majority
of the Board of Trustees of the Trust who are not parties to this
Agreement or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of the
Trust or the Manager, cast in person at a meeting called for the purpose
of voting on such approval.
With respect to any Series that was added to Schedule A hereto as a
Series after the date of this Amendment, the Agreement shall become
effective on the later of (i) the date Schedule A is amended to reflect
the addition of such Series as a Series under the Agreement or (ii) the
date upon which the shares of the Series are first sold to the public,
subject to the condition that the Trust's Board of Trustees, including a
majority of those Trustees who are not interested persons (as such term is
defined in the ▇▇▇▇ ▇▇▇) of the Manager, and the shareholders of such
Series, shall have approved this Agreement. Unless terminated earlier as
provided herein with respect to any such Series, the Agreement shall
continue in full force and effect for a period of two years from the date
of its effectiveness (as identified above) with respect to that Series.
Thereafter, unless earlier terminated with respect to a Series, the
Agreement shall continue in full force and effect with respect to each
such Series for periods of one year, provided that such continuance is
specifically approved at least annually by (i) the vote of a majority of
the Board of Trustees of the Trust, or (ii) vote of a majority of the
outstanding voting shares
of such Series (as defined in the 1940 Act), and provided that such
continuance is also approved by the vote of a majority of the Board of
Trustees of the Trust who are not parties to this Agreement or "interested
persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Trust or the Manager, cast in
person at a meeting called for the purpose of voting on such approval.
2. In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
ING INVESTORS TRUST
By: /s/ ▇▇▇▇▇▇ ▇. Naka
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▇▇▇▇▇▇ ▇. Naka
Executive Vice President
ING INVESTMENTS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
Senior Vice President