Exhibit (d)(2)(W)(i)
FIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
This First Amendment to Portfolio Management Agreement ("Amendment") is
effective December 1, 2005 by and among ING Investors Trust (the "Trust"),
Directed Services, Inc. (the "Manager"), and Xxxx Xxxxx Funds Management, Inc.
(the "Portfolio Manager") and Xxxx Xxxxx Capital Management, Inc. ("LMCM").
RECITALS
The Trust, the Manager and the Portfolio Manager are parties to a Portfolio
Management Agreement dated May 3, 2004 (the "Original Agreement") pursuant to
which the Portfolio Manager provides portfolio management services to the Trust;
and
The Portfolio Manager and LMCM are affiliated by virtue of being wholly
owned subsidiaries of Xxxx Xxxxx, Inc. and sharing common officers, directors,
and employees; and
The Portfolio Manager desires to transfer its duties and obligations under
the Original Agreement to LMCM, and LMCM is willing to accept the transfer and
assume the duties and obligations under the Original Agreement on the terms and
conditions set forth herein; and
The Portfolio Manager and LMCM have provided the Trust and the Manager with
an opinion of counsel that analyzes the treatment of the transfer under the
provisions of the Investment Company Act of 1940 (the "Investment Company Act")
and the Investment Advisers Act of 1940 (the "Investment Advisers Act"), and the
regulations thereunder; and
The Trust and the Manager have agreed to the proposed transfer; and
The Trust, the Manager, and LMCM desire to amend the Original Agreement to
reflect the substitution of LMCM in place of LMFM.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. TRANSFER AND ASSUMPTION. The parties agree that the terms and conditions of
the Original Agreement are incorporated herein by reference. Effective December
1, 2005, the Portfolio Manager hereby transfers, conveys and sets over all of
its rights, interests, claims and entitlements under the Original Agreement to
LMCM and to its successors and permitted assigns, it being understood that such
transfer, conveyance and set over will not result in the automatic termination
of the Original Agreement as a result of an "assignment" within the meaning set
forth in the Investment Company Act or the Investment Advisers Act, and the
regulations thereunder. The covenants, liabilities, duties and obligations of
the Portfolio Manager under or in connection with or arising out of the Original
Agreement are hereby undertaken, assumed and agreed to be performed or otherwise
discharged when due by LMCM. Except as herein provided, this Amendment shall not
be construed to modify, terminate or merge any rights any party to the Original
Agreement has pursuant to the terms thereof, and the parties
hereby confirm all of the terms and provisions of the Original Agreement as
remaining in full force and effect.
2. CONSENT. The Trust and the Manager hereby consent and agree to the
foregoing transfer and assumption.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their officers designated below as of the date first above written.
ING Investors Trust
By: /s/ Xxxx Xxxxx
------------------------------------
Name: Xxxx Xxxxx
------------------------------------
Title: Senior Vice President
------------------------------------
Directed Services, Inc.
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
------------------------------------
Title: VP
------------------------------------
Xxxx Xxxxx Funds Management, Inc.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------------
Title: Sr. V.P.
------------------------------------
Xxxx Xxxxx Capital Management, Inc.
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
------------------------------------
Title: Sr. V.P.
------------------------------------
2
