EXHIBIT d(2)(c)(i)
FORM OF FIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
ING INVESTORS TRUST
This First Amendment, effective as of September 1, 2003, amends the
Portfolio Management Agreement (the "Agreement") dated the 24th day of October,
1997 among ING Investors Trust, a Massachusetts business trust (the "Trust"),
Directed Services, Inc., a New York corporation (the "Manager") and Eagle Asset
Management, Inc., a Florida corporation (the "Portfolio Manager") with regards
to ING Eagle Asset Value Equity Portfolio, a Series of the Trust.
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendments will be effective as of September 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. Section 13 is hereby deleted in its entirety and replaced with
the following:
13. Other Activities of Portfolio Manager.
(a) The Manager agrees that the Portfolio
Manager and any of its officers, directors or employees, and persons affiliated
with it or with any such partner or employee may render investment management or
advisory services to other investors and institutions, and such investors and
institutions may own, purchase or sell, securities or other interests in
property the same as or similar to those which are selected for purchase,
holding or sale for the Series, and the Portfolio Manager shall be in all
respects free to take action with respect to investments in securities or other
interests in property the same as or similar to those selected for purchase,
holding or sale for the Series. On occasions when the Portfolio Manager deems
the purchase or sale of a security to be in the best interests of the Series, as
well as other clients of the Portfolio Manager, the Portfolio Manager, to the
extent permitted by applicable laws and regulations, may, but shall be under no
obligation to, aggregate the securities to be sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Portfolio
Manager in the manner the Portfolio Manager considers to be most equitable and
consistent with its fiduciary obligations to the Series and to such other
clients. Nothing in this Agreement shall impose upon the Portfolio Manager any
obligation to purchase or sell or recommend for purchase or sale, for the Series
any security which it, its officers, directors, affiliates or employees may
purchase or sell for the Portfolio Manager or such partner's, affiliate's or
employee's own accounts or for the account of any other client, advisory or
otherwise.
(b) The services of the Portfolio Manager to the
Series and the Trust are not to be deemed to be exclusive, and the Portfolio
Manager 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 Portfolio Manager may not consult with any other
portfolio manager of the Trust concerning transactions in securities or other
assets for any investment portfolio of the Trust,
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including the Series, except that such consultations are permitted between the
current and successor portfolio managers of the Series in order to effect an
orderly transition of portfolio management 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 13 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed as of the day and year first above written.
ING INVESTORS TRUST
By: ________________________________
Xxxxxx X. Naka
Senior Vice President
DIRECTED SERVICES, INC.
By: ________________________________
Name: _________________________
Title: _________________________
EAGLE ASSET MANAGEMENT, INC.
By: ________________________________
Name: _________________________
Title: _________________________
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