EXHIBIT d(3)(i)
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING EQUITY TRUST
ING VARIABLE PRODUCTS TRUST
This First Amendment, effective as of September 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 2nd day of June, 2003 between
ING Investments, LLC, an Arizona limited liability company (the "Manager") and
Wellington Management Company, LLP, a Massachusetts limited liability
partnership (the "Sub-Adviser") with regards to ING LargeCap Growth Fund, a
Series of ING Equity Trust and ING VP LargeCap Growth Fund, a Series of ING
Variable Products 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 11 is hereby inserted between existing
Section 10 and Section 11:
11. Non-Exclusivity. The services of the Sub-Adviser to the
Series and the Trusts are not to be deemed to be exclusive, and the Sub-Adviser
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 Sub-Adviser may not consult with any other
sub-adviser of the Trusts concerning transactions in securities or other assets
for any investment portfolio of the Trusts, including the Series, except that
such consultations are permitted between the current and successor sub-advisers
of the Series in order to effect an orderly transition of sub-advisory 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 11 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.
- 1 -
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
-------------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice Preside
WELLINGTON MANAGEMENT COMPANY, LLP
BY: /s/ Xxxxxx X. XxXxxxxxx "(KDB 9/9/03)"
--------------------------------------
Name: Xxxxxx X. XxXxxxxxx
Title: Chairman and CEO
- 2 -
