Exhibit (d)(3)(i)
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING MUTUAL FUNDS
This First Amendment, effective as of September 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 1st 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 International Fund, ING Precious Metals
Fund and ING Worldwide Growth Fund, each a Series of ING Mutual Funds.
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.
-1-
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
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Title: Senior Vice President
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[ING FUNDS LOGO]
January 1, 2004
Xxxxxxx Xxxxxxx
Senior Vice President
Aeltus Investment Management, Inc.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxx:
Pursuant to the Sub-Advisory Agreement dated August 1, 2003 between ING
Investments, LLC and Aeltus Investment Management, Inc. (the "Agreement") we
hereby modify the fees payable to the Sub-Adviser for ING Worldwide Growth Fund
(the "Fund") as indicated below:
ANNUAL SUB-ADVISER FEE
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SERIES (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
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ING Worldwide Growth Fund 0.4500% of first $250 million of assets
0.4050% of next $250 million of assets
0.3600% of next $500 million of assets
0.3375% for assets in excess of $1 billion
Upon your acceptance, the Agreement will be modified to give effect to the
foregoing by amending Schedule A of the Agreement, effective January 1, 2004.
The Amended Schedule A, with the annual sub-advisory fees indicated for the
Fund, is attached hereto.
Please signify your acceptance of the modified fees under the Agreement
with respect to the Fund by signing below.
Very sincerely,
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
ING Investments, LLC
ACCEPTED AND AGREED TO:
Aeltus Investment Management, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: SVP & CFO, Duly Authorized
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0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
