EXHIBIT e(3)(A)
FORM OF
AMENDMENT
TO
DISTRIBUTION AGREEMENT
ING INVESTORS TRUST
The Distribution Agreement dated August 21, 2003, by and between Directed
Services, Inc., ("DSI") and ING Investors Trust, (the "Trust") (the "Agreement")
is hereby amended as of October 1, 2003, in the manner set forth below:
WHEREAS, the USA Patriot Act of 2001 and the regulations promulgated thereunder
(collectively, the "USA Patriot Act") imposes anti-money laundering requirements
on financial institutions, including mutual funds;
WHEREAS, the Trust recognizes the importance of complying with the USA Patriot
Act and the Trust has developed and implemented a written anti-money laundering
policy in conjunction with ING Americas, which incorporates a customer
identification program, that is designed to satisfy the requirements of the USA
Patriot Act (the "Trust's AML Program");
WHEREAS, the USA Patriot Act authorizes a mutual fund to delegate to a service
provider, including its transfer agent, the implementation and operation of
aspects of the Trust's AML Program;
WHEREAS, pursuant to the Trust's AML Program, the Trust relies on DSI, a
broker-dealer and the Trust's principal underwriter, to establish and verify the
identity of its institutional account holder customers, the source of such
customer funds and the nature of the customer's business, and the Trust's Board
of Trustees has determined that it is reasonable to rely on DSI for such
services;
WHEREAS, the Trust desires to delegate to DSI the implementation and operation
of its customer identification program and DSI desires to accept such
delegation; and
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
agreements hereinafter contained, the parties hereby agree to amend the
Agreement pursuant to the terms thereof, as follows:
1. Duties
1.1 Subject to the terms and conditions set forth in the
Agreement, the Trust hereby delegates to DSI the following
functions with respect to the implementation of new customer
accounts and the operation of existing customer accounts as
required by the Trust's AML Program and Section 103.131(b) of
Section 326 of the USA Patriot Act (the "CIP Regulations"),
effective October 1, 2003:
- Obtaining the following identifying information from each
customer, as applicable: (i) name, (ii) address, and (iii) tax
payer identification number;
- Verifying the identification of each institutional account
holder, through documents or through non-documentary methods,
in accordance with the CIP Regulations, so as to permit a
reasonable belief that the true identity of the customer is
known, provided however, that when it is determined that a
prospective institutional account holder is a subsidiary of
ING Groep, N.V., the verification of such entity's identity
will not need to be separately verified other than the
collection of its name, address and tax identification number;
- Determining, within the time required by law, whether the
institutional account holder appears on any list of known or
suspected terrorists or terrorist agencies issued by a Federal
government agency and designated as such by the Department of
Treasury;
- In consultation with the Trust's Money Laundering Reporting
Officer ("MLRO") as applicable, determining, in a case in
which identity cannot be verified, what action should be taken
with respect to the institutional account holder and whether a
suspicious activity report should be filed; and
- Creating and retaining records documenting the performance
of these functions as required by the Trust's AML Program.
1.2 DSI agrees to perform such delegated duties subject to and in
accordance with the terms and conditions of the Agreement. DSI
has provided a copy of its anti-money laundering program to
the Trust and will provide to the Trust any material
modifications to its anti-money laundering program promptly
after their adoption. With respect to any internal audits of
DSI's anti-money laundering program, DSI agrees to provide a
prompt report regarding any exceptions to its program in
connection with the Trust and its institutional accounts to
the Trust's designated MLRO provided such disclosure is
permitted by the information sharing provisions of the USA
Patriot Act.
2. Representation
DSI represents that it is subject to NASD Rule 3011 implementing the
anti-money laundering compliance program requirements of 31 U.S.C.
5318(h) and is regulated by the U.S. Securities and Exchange
Commission, a federal functional regulator.
3. Certification
In connection with the performance by DSI of the above-delegated
duties, DSI agrees that it shall certify to the Trust, on an annual
basis, that DSI (i) has implemented an anti-money laundering program
reasonably calculated to comply with the USA Patriot Act and other
applicable laws and regulations, and (ii) has performed the functions
that it has agreed to perform in Section 1 above.
4. Consent to Examination
In connection with the performance by DSI of the above-delegated
duties, DSI understands and acknowledges that the Trust remains
responsible for ensuring compliance with the USA Patriot Act and that
the records DSI maintains for the Trust relating to the Trust's AML
Program may be subject, from time to time, to examination and/or
inspection by federal regulators in order that the regulators may
evaluate such compliance. DSI hereby consents to such examination
and/or inspection and agrees to cooperate with such federal examiners
in connection with their review. For purposes of such examination
and/or inspection, DSI will use its best efforts to make available
during normal business hours, all required records and information
concerning the implementation of the Trust's customer identification
program for review by such examiners.
5. Limitation of Delegation
The Trust acknowledges and agrees that in accepting the delegation
hereunder, DSI is agreeing to perform only those aspects of the Trust's
AML Program relating to the implementation and operation of customer
accounts as specified in Section 1 above that have been expressly
delegated hereby and is not undertaking and shall not be responsible
for any other aspect of the Trust's AML Program or for the overall
compliance by the Trust with the USA Patriot Act.
6. Miscellaneous
6.1 In all other regards, the terms and provisions of the
Agreement shall continue to apply with full force and effect.
6.2 Each party represents to the other that the execution and
delivery of this Amendment has been duly authorized.
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed
in its name and behalf by its duly authorized representative as of the date set
forth above.
ING INVESTORS TRUST
By: _____________________________
Name: _____________________________
Title: _____________________________
DIRECTED SERVICES, INC.
By: _____________________________
Name: _____________________________
Title: _____________________________
