EXHIBIT (d)(5)
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING VARIABLE INSURANCE TRUST
This First Amendment, effective as of July 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 25th day of February, 2003,
as amended, between ING Investments, LLC, an Arizona limited liability company
(the "Manager") and Aeltus Investment Management, Inc., a Connecticut
corporation (the "Sub-Adviser") with regards to ING GET U.S. Core Portfolio -
Series 1, ING GET U.S. Core Portfolio - Series 2, ING GET U.S. Opportunity
Portfolio - Series 1, ING GET U.S. Opportunity Portfolio - Series 2, and ING VP
Worldwide Growth Portfolio, each a Series of ING Variable Insurance 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 July 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. Section 2(a)(ii) of the Agreement is hereby deleted in its
entirety and replaced with the following:
(ii) The Sub-Adviser will have no duty to vote any proxy solicited
by or with respect to the issuers of securities in which assets of the Series
are invested unless the Manager gives the Sub-Adviser written instructions to
the contrary. The Sub-Adviser will immediately forward any proxy it receives on
behalf of the Fund solicited by or with respect to the issuers of securities in
which assets of the Series are invested to the Manager or to any agent of the
Manager designated by the Manager in writing.
The Sub-Adviser will make appropriate personnel reasonably available
for consultation for the purpose of reviewing with representatives of the
Manager and/or the Board any proxy solicited by or with respect to the issuers
of securities in which assets of the Series are invested. Upon request, the
Sub-Adviser will submit a voting recommendation to the Manager for such proxies.
In making such recommendations, the Sub-Adviser shall use its good faith
judgment to act in the best interests of the Series. The Sub-Adviser shall
disclose to the best of its knowledge any conflict of interest with the issuers
of securities that are the subject of such recommendation including whether such
issuers are clients or are being solicited as clients of the Sub-Adviser or of
its affiliates.
2. 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
AELTUS INVESTMENT MANAGEMENT, INC.
By: [ILLEGIBLE]
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Name: ----------------------------------
Title: ----------------------------------
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