Exhibit 77(q)(1)(e)(1)
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
ING VARIABLE INSURANCE TRUST
This First Amendment, effective as of September 2, 2004, amends the
Restated Management Agreement (the "Agreement") dated May 9, 2001 between ING
Variable Insurance Trust (the "Trust"), a Delaware business trust and ING
Investments, LLC, an Arizona limited liability company (the "Investment
Manager"), with regards to ING GET U.S. Core Portfolio - Series 1, ING GET U.S.
Core Portfolio - Series 2, ING GET U.S. Core Portfolio - Series 3, ING GET U.S.
Core Portfolio - Series 4, ING GET U.S. Core Portfolio - Series 5, ING GET U.S.
Core Portfolio - Series 6, ING GET U.S. Core Portfolio - Series 7, ING GET U.S.
Core Portfolio - Series 8, ING GET U.S. Core Portfolio - Series 9, ING GET U.S.
Opportunity Portfolio - Series 1, ING GET U.S. Opportunity Portfolio - Series 2
and ING VP Worldwide Growth Portfolio, each a Series of the Trust, and any
future Series of the Trust that may become party to the Agreement.
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 __, 2004.
NOW, THEREFORE, the parties agree as follows:
1. Section 6(d) of the Agreement is hereby amended by inserting the words
"Board approved" in front of "fees and other expenses incurred by the Trust in
connection with membership in investment company organizations."
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 VARIABLE INSURANCE TRUST
By:
------------------------------------
Xxxxxx X. Naka
Senior Vice President
ING INVESTMENTS, LLC
By:
------------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
