Exhibit d(2)(D)(ii)
FORM OF SECOND AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
ING INVESTORS TRUST
This Second Amendment, effective as of September 1, 2003, amends the
Portfolio Management Agreement (the "Agreement") dated the 10th day of August,
1998, as amended among ING Investors Trust (formerly, The GCG Trust), a
Massachusetts business trust (the "Trust"), Directed Services, Inc., a New York
corporation (the "Manager") and Massachusetts Financial Services Company, a
Delaware corporation (the "Portfolio Manager") with regards to ING MFS Mid Cap
Growth Portfolio, ING MFS Research Portfolio and ING MFS Total Return 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 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. SERVICES NOT EXCLUSIVE. It is understood that the services
of the Portfolio Manager are not exclusive, and nothing in this Agreement shall
prevent the Portfolio Manager (or its affiliates) from providing similar
services to other clients, including investment companies (whether or not their
investment objectives and policies are similar to those of the Series) or from
engaging 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, 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. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Agreement.
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: _________________________________
Xxxxxx X. Naka
Senior Vice President
DIRECTED SERVICES, INC.
By: _________________________________
Name: ________________________
Title: ________________________
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By: _________________________________
Name: ________________________
Title: ________________________
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