EXHIBIT d(2)(J)(ii)
FORM OF FIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
ING INVESTORS TRUST
This First Amendment, effective as of September 1, 2003, amends the
Portfolio Management Agreement (the "Agreement") dated the 28th day of January,
2000 among ING Investors Trust, a Massachusetts business trust (the "Trust"),
Directed Services, Inc., a New York corporation (the "Manager") and Capital
Guardian Trust Company, a California corporation (the "Portfolio Manager") with
regards to ING Capital Guardian Large Cap Value Portfolio, ING Capital Guardian
Managed Global Portfolio and ING Capital Guardian Small Cap Portfolio, each 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 September 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. Section 13 is hereby deleted in its entirety and replaced with
the following:
13. SERVICES NOT EXCLUSIVE.
(a) It is understood that the services of the Portfolio
Manager are not exclusive, and nothing in this Agreement shall prevent the
Portfolio Manager (or its affiliates) from providing similar services to other
clients, including investment companies (whether or not their investment
objectives and policies are similar to those of the Series) or from engaging in
other activities.
(b) The services of the Portfolio Manager to the Series
and the Trust are not to be deemed to be exclusive, and the Portfolio Manager
shall be free to render investment advisory or other services to others
(including other investment companies) and to engage in other activities,
provided, however, that the Portfolio Manager may not consult with any other
portfolio manager of the Trust concerning transactions in securities or other
assets for any investment portfolio of the Trust, including the Series, except
that such consultations are permitted between the current and successor
portfolio managers of the Series in order to effect an orderly transition of
portfolio management duties so long as such consultations are not concerning
transactions prohibited by Section 17(a) of the 1940 Act.
2. Each Section number and applicable references to each
Section following the inserted Section 13 above, will increase numerically by
one (i.e., Section 13 will be Section 14, etc.).
3. Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Agreement.
4. 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: ________________________
CAPITAL GUARDIAN TRUST COMPANY
By: ________________________________
Name: ________________________
Title: ________________________
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