Exhibit 99.(g)(ii)(1)
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING PRIME RATE TRUST
This First Amendment, effective as of September 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 19th day of August, 2003
between ING Investments, LLC, an Arizona limited liability company (the
"Manager"), and Aeltus Investment Management, Inc., a Connecticut corporation
(the "Sub-Adviser") with regards to ING Prime Rate Trust, a Series of ING Prime
Rate 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 Fund 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 Fund
concerning transactions in securities or other assets for any investment
portfolio of the Fund, 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.
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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
AELTUS INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
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