Exhibit d(2)(C)(i)
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 24th day of October,
1997 among ING Investors Trust, a Massachusetts business trust (the "Trust"),
Directed Services, Inc., a New York corporation (the "Manager") and Eagle Asset
Management, Inc., a Florida corporation (the "Portfolio Manager") with regards
to ING Eagle Asset Value Equity Portfolio, 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. OTHER ACTIVITIES OF PORTFOLIO MANAGER.
(a) The Manager agrees that the Portfolio Manager and any of its
officers, directors or employees, and persons affiliated with it or with any
such partner or employee may render investment management or advisory services
to other investors and institutions, and such investors and institutions may
own, purchase or sell, securities or other interests in property the same as or
similar to those which are selected for purchase, holding or sale for the
Series, and the Portfolio Manager shall be in all respects free to take action
with respect to investments in securities or other interests in property the
same as or similar to those selected for purchase, holding or sale for the
Series. On occasions when the Portfolio Manager deems the purchase or sale of a
security to be in the best interests of the Series, as well as other clients of
the Portfolio Manager, the Portfolio Manager, to the extent permitted by
applicable laws and regulations, may, but shall be under no obligation to,
aggregate the securities to be sold or purchased in order to obtain the most
favorable price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Portfolio Manager in
the manner the Portfolio Manager considers to be most equitable and consistent
with its fiduciary obligations to the Series and to such other clients. Nothing
in this Agreement shall impose upon the Portfolio Manager any obligation to
purchase or sell or recommend for purchase or sale, for the Series any security
which it, its officers, directors, affiliates or employees may purchase or sell
for the Portfolio Manager or such partner's, affiliate's or employee's own
accounts or for the account of any other client, advisory or otherwise.
(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,
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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.
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
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Title: SVP
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EAGLE ASSET MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
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Title: President
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