EXHIBIT (d)(2)(Q)(i)
ASSUMPTION AGREEMENT
AGREEMENT made as of June 10, 2003 between XXXXXXX, XXXXX & CO. ("GS&Co.") and
XXXXXXX SACHS ASSET MANAGEMENT, L.P. ("GSAM LP"), each a wholly-owned direct and
indirect subsidiary of THE XXXXXXX XXXXX GROUP, INC.
WHEREAS, ING Investors Trust (formerly GCG Trust) (the "Trust") is
registered as an open-end management investment company under the Investment
Company Act of 1940, as amended (the "1940 Act");
WHEREAS, GS&Co. has been previously appointed as sub-investment
adviser to the Internet Tollkeeper Series (SM) (the "Series") of the Trust
pursuant to a Portfolio Management Agreement with The GCG Trust and Directed
Services, Inc. dated May 1,2001 (the "Agreement"); and
WHEREAS, GS&Co. and GSAM LP intend that GSAM LP act as
sub-investment adviser with respect to the Series pursuant to the Portfolio
Management Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
agree as follows:
1. GSAM LP hereby assumes all rights and obligations of GS&Co. under
the Portfolio Management Agreement with respect to the Series.
2. GS&Co. and GSAM LP hereby represent that after the assumption
referred to above: (a) the management personnel of GS&Co. responsible for
providing sub-investment advisory services to the Series under the Portfolio
Management Agreement, including the portfolio managers and the supervisory
personnel, will provide the same services for the Series as officers or
employees of GSAM LP; and (b) both GS&Co. and GSAM LP will be wholly-owned
direct and indirect subsidiaries of The Xxxxxxx Xxxxx Group, Inc. Consequently,
GS&Co. and GSAM LP believe that the assumption effected by this Agreement does
not involve a change in actual control or actual management with respect to the
sub-investment adviser for the Series.
3. GSAM LP is hereby bound by all of the terms of the Portfolio
Management Agreement, which will continue in full force and effect with respect
to GSAM LP.
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed by their officers designated below as of the day and year first
above written.
Attest: ILLEGIBLE XXXXXXX, SACHS & CO.
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By: /s/ Xxx X. Xxxxxx
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(Authorized Officer)
Name: Xxx X. Xxxxxx
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Title: Vice President
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Attest: ILLEGIBLE XXXXXXX XXXXX ASSET
---------------------------- MANAGEMENT, L.P.
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
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Title: Managing Director
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Acknowledged and Accepted as of the Acknowledged and Accepted as of the
Date First Set Forth Above: Date First Set Forth Above:
ING INVESTORS TRUST DIRECTED SERVICES, INC.
By: /s/ Xxxxxx X. Naka By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Naka Name: Xxxxx X. Xxxxxxxx
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Title: SVP Title: SVP
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