EXHIBIT d(2)(L)(ii)
FORM OF FIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
ING INVESTORS TRUST
This First Amendment, effective as of July 1, 2003, amends the
Portfolio Management Agreement (the "Agreement") dated May 1, 2001 among ING
Investors Trust (formerly known as The GCG Trust), a Massachusetts business
trust (the "Trust"), Directed Services, Inc., a New York corporation (the
"Manager") and Xxxxxxx Xxxxx Asset Management, L.P., a New York limited
partnership (the "Portfolio Manager") with regards to ING Xxxxxxx Sachs Internet
Tollkeeper(SM) Portfolio (formerly known as Internet Tollkeeper Series(SM)), a
Series of the Trust.
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree
that the amendments will be effective as of July 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. All references to The GCG Trust are hereby deleted
and replaced with "ING Investors Trust."
2. The first paragraph of Section 2 of the Agreement is
hereby deleted and replaced with the following:
Subject to the supervision of the Trust's Board of Trustees
and the Manager, the Portfolio Manager will provide a continuous investment
program for each Series' portfolio and determine the composition of the assets
of each Series' portfolio, including determination of the purchase, retention,
or sale of the securities, cash, and other investments contained in the
portfolio. The Portfolio Manager will provide investment research and conduct a
continuous program of evaluation, investment, sales, and reinvestment of each
Series' assets by determining the securities and other investments that shall be
purchased, entered into, sold, closed, or exchanged for the Series, when these
transactions should be executed, and what portion of the assets of each Series
should be held in the various securities and other investments in which it may
invest, and the Portfolio Manager is hereby authorized to execute and perform
such services on behalf of each Series. To the extent permitted by the
investment policies of the Series, the Portfolio Manager shall make decisions
for the Series as to foreign currency matters. The Portfolio Manager will
provide the services under this Agreement in accordance with the Series'
investment objective or objectives, policies, and restrictions as stated in the
Trust's Registration Statement filed with the Securities and Exchange Commission
(the "SEC"), as from time to time amended (the "Registration Statement"), copies
of which shall be sent to the Portfolio Manager by the Manager upon filing with
the SEC. The Portfolio Manager is authorized to exercise tender offers and
exchange offers on behalf of the Series, each as the Portfolio Manager
determines is in the best interest of the Series. The Portfolio Manager and
Manager further agree as follows:
3. Section 2 of the Agreement is hereby amended by the
addition of the following sub-section (i):
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(i) The Portfolio Manager will have no duty to vote any
proxy solicited by or with respect to the issuers of securities in which assets
of the Series are invested unless the Manager gives the Portfolio Manager
written instructions to the contrary. The Portfolio Manager will immediately
forward any proxy solicited by or with respect to the issuers of securities in
which assets of the Series are invested to the Manager or to any agent of the
Manager designated by the Manager in writing.
The Portfolio Manager will make appropriate personnel
available for consultation for the purpose of reviewing with representatives of
the Manager and/or the Board any proxy solicited by or with respect to the
issuers of securities in which assets of the Series are invested. Upon request,
the Portfolio Manager will submit a written voting recommendation to the Manager
for such proxies. In making such recommendations, the Portfolio Manager shall
use its good faith judgment to act in the best interests of the Series. The
Portfolio Manager shall disclose to the best of its knowledge any conflict of
interest with the issuers of securities that are the subject of such
recommendation including whether such issuers are clients or are being solicited
as clients of the Portfolio Manager or of its affiliates.
4. Schedule A to the Agreement is hereby deleted and
replaced with the Schedule A attached hereto.
5. Schedule B to the Agreement is hereby deleted and
replaced with the Schedule B attached hereto.
6. In all other respects, the Agreement is hereby
confirmed and remains in full force and effect.
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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: ________________________________
Xxxxxx X. Naka
Senior Vice President
DIRECTED SERVICES, INC.
By: ________________________________
Name: ________________________
Title: ________________________
XXXXXXX SACHS ASSET MANAGEMENT, L.P.
By: ________________________________
Name: ________________________
Title: ________________________
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SCHEDULE A
The Series of ING Investors Trust, as described in Section 1 of the
attached Portfolio Management Agreement, to which Xxxxxxx Xxxxx Asset
Management, L.P. shall act as Portfolio Manager are as follows:
ING Xxxxxxx Sachs Internet Tollkeeper(SM) Portfolio
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SCHEDULE B
COMPENSATION FOR SERVICES TO SERIES
For the services provided by Xxxxxxx Xxxxx Asset Management, L.P. to
the following Series of ING Investors Trust, pursuant to the attached Portfolio
Management Agreement, the Manager will pay the Portfolio Manager a fee for each
Series, 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:
ING Xxxxxxx Sachs Internet Tollkeeper(SM) Portfolio 0.95% on the first $1 billion; and
0.90% of amount in excess of $1 billion
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