EXHIBIT d(2)(F)(ii)
AMENDMENT NO. 2
TO
SUB-ADVISORY AGREEMENT
This Amendment No. 2, effective as of April 14, 2003, amends the
Sub-Advisory Agreement (the "Agreement"), dated February 26, 1999, as amended,
among The GCG Trust (the "Trust"), a Massachusetts business trust, Directed
Services, Inc. (the "Manager"), a New York Corporation and A I M Capital
Management, Inc. (the "Sub-Adviser"), a Texas corporation.
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendments will not become effective until April 14, 2003.
NOW, THEREFORE, the parties agree as follows:
1. All references to The GCG Trust are hereby deleted and
replaced with "ING Investors Trust."
2. Section 12 of the Agreement is hereby deleted in its entirety
and replaced with the following:
12. Use of Name
The Trust may use the names "A I M Capital Management, Inc.", "AIM
Capital Management", "AIM Capital" or "AIM" (collectively the "AIM Names") only
for so long as this Agreement or any extension, renewal, or amendment hereof
remains in effect. At such times as this Agreement shall no longer be in effect,
the Trust shall cease to use such names or any other name indicating that it is
advised by or otherwise connected with the Sub-Adviser and shall promptly change
its name accordingly. The Trust acknowledges that it has authority to use the
AIM Names through permission of the Sub-Adviser, and agrees that the Sub-Adviser
reserves to itself and any successor to its business the right to grant the
non-exclusive right to use the aforementioned names or any similar names to any
other corporation or entity, including but not limited to any investment company
of which the Sub-Adviser or any subsidiary or affiliate thereof or any successor
to the business of any thereof shall be the investment adviser.
3. Schedule A to the Agreement is hereby deleted and replaced
with the following:
SCHEDULE A
Portfolio
ING AIM Mid Cap Growth Portfolio
4. Schedule B to the Agreement is hereby deleted in its entirety
and replaced with the following:
SCHEDULE B
TO
SUB-ADVISORY AGREEMENT
Fee Schedule
Pursuant to Section 5 of the Sub-Advisory Agreement among ING Investors Trust,
Directed Services, Inc. and A I M Capital Management, Inc. (the "Sub-Adviser"),
the fees payable to the Sub-Adviser shall be calculated by applying the
following rates to the average daily net assets of the Portfolio as indicated
below:
Portfolio Annual Rate
--------------------------------------------------------------- -----------
ING AIM Mid Cap Growth Portfolio
First $50 million..................................... 0.50%
Over $50 million and up to $200 million............... 0.475%
Over $200 million and up to $500 million.............. 0.45%
Over $500 million..................................... 0.40%
5. In all other respects, the Agreement is hereby confirmed and
remains in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers on the date indicated below.
Date: _______________, 2003
ING Investors Trust
Attest: /s/ Illegible By: /s/ Illegible
------------------------ --------------------------------
Name: __________________________
Title: _________________________
Directed Services, Inc.
Attest: /s/ Illegible By: /s/ Xxxxx X. Xxxxxxxx
------------------------ ----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
A I M Capital Management, Inc.
Attest: /s/ Illegible By: /s/ Xxxxx X. Xxxxxx
------------------------ ----------------------------
Name: Xxxxx X. Xxxxxx
--------------------------
Title: Vice President