EXHIBIT d(2)(U)(i)
FORM OF FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING INVESTORS TRUST
This First Amendment, effective as of September 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 1st day of August, 2003
between Directed Services, Inc., a New York corporation (the "Manager"), and
Aeltus Investment Management, Inc., a Connecticut corporation (the
"Sub-Adviser") with regards to ING International Portfolio, ING Limited Maturity
Bond Portfolio and ING Liquid Assets Series, each a Series of ING Investors
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.
-1-
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
DIRECTED SERVICES, INC.
By: ________________________________________
Name: _________________________________
Title: _________________________________
AELTUS INVESTMENT MANAGEMENT, INC.
By: ________________________________________
Name: _________________________________
Title: _________________________________
-2-
