Exhibit d(2)(D)(ii)
SECOND AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
ING INVESTORS TRUST
This Second Amendment, effective as of September 1, 2003, amends the
Portfolio Management Agreement (the "Agreement") dated the 10th day of August,
1998, as amended among ING Investors Trust (formerly, The GCG Trust), a
Massachusetts business trust (the "Trust"), Directed Services, Inc., a New York
corporation (the "Manager") and Massachusetts Financial Services Company, a
Delaware corporation (the "Portfolio Manager") with regards to ING MFS Mid Cap
Growth Portfolio, ING MFS Research Portfolio and ING MFS Total Return Portfolio,
each a Series of the Trust.
WITNESSETH
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. 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, 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. 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.
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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: /s/ Xxxxxx X. Naka
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Xxxxxx X. Naka
Senior Vice President
DIRECTED SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: SVP
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: General Counsel, SVP & Secretary
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