EXHIBIT d(2)(W)(i)
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 April 2002, among ING
Investors Trust, a Massachusetts business trust (the "Trust"), Directed
Services, Inc., a New York corporation (the "Manager") and Fund Asset
Management, L.P., a Delaware limited partnership (the "Portfolio Manager") with
regards to ING Mercury Focus Value Portfolio and ING Mercury Fundamental Growth
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 12 is hereby deleted in its entirety and replaced with
the following:
12. 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 12 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: _________________________________
FUND ASSET MANAGEMENT, L.P.
By: ________________________________________
Name: _________________________________
Title: _________________________________
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