Exhibit 99.B(d)(2)(O)(i)
FIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
This First Amendment, effective as of July 1, 2003, amends the Portfolio
Management Agreement (the "Agreement") dated the 3rd day of April, 2002 among
ING Investors Trust, a Massachusetts business trust (the "Trust"), Directed
Services, Inc., a New York corporation (the "Manager") and Janus Capital
Management LLC, a Delaware limited liability company (the "Portfolio Manager")
with regards to ING Janus Growth and Income Portfolio and ING Janus Special
Equity Portfolio, each 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 July 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. The last sentence of Section 2, subsection (i), of the Agreement
is hereby deleted.
2. The following new Section 2, subsection (l), is hereby added to
the Agreement:
(l) The Portfolio Manager 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 Portfolio Manager written
instructions to the contrary. The Portfolio Manager will immediately forward any
proxy 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 Portfolio Manager will make proxy voting administrative 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.
In making such recommendations, the Portfolio Manager shall use its good faith
judgment to act in the best interests of the Series. The Portfolio Manager 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 Portfolio Manager
or of its affiliates.
3. 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 INVESTORS TRUST
By: /s/ Xxxxxx X. Naka
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Xxxxxx X. Naka
Senior Vice President
DIRECTED SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: SVP
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JANUS CAPITAL MANAGEMENT LLC
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
Vice President
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