EXHIBIT (d)(2)(i)
FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
ING FUNDS TRUST
This First Amendment, effective as of September 2, 2004, amends the
Investment Management Agreement (the "Agreement") dated September 23, 2002
between ING Funds Trust (the "Trust"), a Delaware business trust and ING
Investments, LLC, an Arizona limited liability company (the "Manager"), with
regards to ING GNMA Income Fund and ING Lexington Money Market Trust, each a
Series of the Trust, and any future Series of the Trust that may become party to
the Agreement.
WITNESSETH
WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of September 2, 2004.
NOW, THEREFORE, the parties agree as follows:
1. Section 8 of the Agreement is hereby amended by inserting the words
"Board approved" in front of "trade association dues."
2. 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 FUNDS TRUST
By: /s/ ▇▇▇▇▇▇ ▇. Naka
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▇▇▇▇▇▇ ▇. Naka
Senior Vice President
ING INVESTMENTS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
