Exhibit 77Q1(a)(1)


               SECOND AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

                               ING MAYFLOWER TRUST

      This Second Amendment, effective as of December 15, 2006, amends the
Investment Management Agreement (the "Agreement") dated the 1st day of September
2000, between ING Investments, LLC, an Arizona limited liability company (the
"Adviser") and ING Mayflower Trust, a Massachusetts business trust (the
"Trust").

                               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 sentence of Section 10 is hereby deleted in its entirety and
replaced with the following:

            10. With respect to each Fund identified as a Fund on Schedule A
      hereto as in effect on the date of this Amendment, unless earlier
      terminated with respect to any Fund this Agreement shall continue in full
      force and effect through November 30, 2007. Thereafter, unless earlier
      terminated with respect to a Fund, the Agreement shall continue in full
      force and effect with respect to each such Fund 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 Fund
      (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 1940 Act) 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 Fund that was added to Schedule A hereto as a
      Fund 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 Fund as a Fund under the Agreement or (ii) the date
      upon which the shares of the Fund 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 1940 Act) of the Manager, and the shareholders of such Fund, shall
      have approved this Agreement. Unless terminated earlier as provided herein
      with respect to any such Fund, 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 Fund. Thereafter, unless
      earlier terminated with respect to a Fund, the Agreement shall continue in
      full force and effect with respect to each such Fund 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 Fund (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 1940 Act) of the Trust or the Manager, cast in
      person at a meeting called for the purpose of voting on such approval.

      2. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.

      3. 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 INVESTMENTS, LLC

                              By:
                                  ------------------------------
                                  Todd Modic
                                  Senior Vice President


                              ING MAYFLOWER TRUST

                              By:
                                  ------------------------------
                                  Robert S. Naka
                                  Executive Vice President