Exhibit 99.B(d)(2)(O)(iii)
SECOND AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
ING INVESTORS TRUST
This Second Amendment, effective as of September 1, 2003, amends the
Portfolio Management Agreement (the "Agreement") dated the 3rd day of April,
2002 among ING Investors Trust, a Massachusetts business trust (the "Trust"),
Directed Services, Inc., a New York corporation (the "Manager") and Janus
Capital Management LLC, a Delaware limited liability company (the "Portfolio
Manager") with regards to ING Janus Growth and Income Portfolio and ING Janus
Special Equity 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 13 is hereby deleted in its entirety and replaced with the
following:
13. 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 will not consult with any other portfolio manager engaged
by Manager or Trust with respect to transactions in securities or other assets
concerning the Series or another subadvised fund, except to the extent permitted
by certain exemptive rules under the 1940 Act that permit certain transactions
with a portfolio manager or its affiliates.
2. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
3. 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: /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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JANUS CAPITAL MANAGEMENT LLC
By: /s/ Xxx Xxxxxx
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Xxx X. Xxxxxx
Vice President
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