Exhibit d(2)(ii)
SECOND AMENDMENT TO SUBADVISORY AGREEMENT
ING MAYFLOWER TRUST
This Second Amendment, effective as of September 1, 2003, amends the
Subadvisory Agreement (the "Agreement") dated the 1st day of September, 2000, as
amended, between ING Investments, LLC, an Arizona limited liability company (the
"Adviser") and Xxxxxxx Investment Partners, LLC, a California limited liability
company (the "Subadviser") with regards to ING International Value Fund, a
series of ING Mayflower 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 September 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. The following Section 8 is hereby inserted between existing
Section 7 and Section 8:
8. Non-Exclusivity. The services of the Subadviser to the Fund are not to
be deemed to be exclusive, and the Subadviser 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 Subadviser may not
consult with any other subadviser of the Fund concerning transactions in
securities or other assets for any investment portfolio of the Fund, except that
such consultations are permitted between the current and successor subadvisers
of the Fund in order to effect an orderly transition of subadvisory 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 8 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 INVESTMENTS, LLC
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
XXXXXXX INVESTMENT PARTNERS, LLC
By: /s/ [ILLEGIBLE]
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Name: [ILLEGIBLE]
Title: Director
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