Exhibit 77(E)(5)
SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
ING MUTUAL FUNDS
This Second Amendment, effective as of September 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 1st day of September, 2000,
as amended, between ING Investments, LLC, an Arizona limited liability company
(the "Manager") and Xxxxxxxx-Xxxxxxxxx Capital Management, a California limited
partnership (the "Sub-Adviser") with regards to ING International SmallCap
Growth Fund, a Series of ING Mutual Funds.
WITNESSETH
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 10 is hereby inserted between existing Section
9 and Section 10:
10. 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 10 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
XXXXXXXX-XXXXXXXXX CAPITAL MANAGEMENT
By: /s/Xxxxxxx X. Field
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Name: Xxxxxxx X. Field
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Title: Deputy General Counsel
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