EX-77.(e)(20)
FIRST AMENDMENT TO PORTFOLIO MANAGMENT AGREEMENT
ING INVESTORS TRUST
This First Amendment, effective as of December 15, 2006, amends the
Portfolio Management Agreement (the "Agreement") dated the 30th day of April,
2001 among ING Investors Trust (formerly The GCG Trust), a Massachusetts
business trust (the "Trust"), Directed Services, Inc., a New York corporation
(the "Manager") and Pacific Investment Management Company LLC, a limited
liability company organized under the laws of Delaware (the "Portfolio
Manager").
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of December 15, 2006.
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. 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, 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 0000 Xxx.
2. The first two sentences of Section 16 are hereby deleted in their
entirety and replaced with the following:
16. Duration and Termination. With respect to each Series identified
as a Series on Schedule A hereto as in effect on the date of this
Amendment, unless earlier terminated with respect to any Series this
Agreement shall continue in full force and effect through November 30,
2007. Thereafter, unless earlier terminated with respect to a Series, the
Agreement shall continue in full force and effect with respect to each
such Series for periods of one year, provided that such continuance is
specifically approved at least annually by (i) the vote of a majority of
the Board of Trustees of the Trust, or (ii) the vote of a majority of the
outstanding voting shares of the Series (as defined in the 1940 Act), and
provided that such continuance is also approved by the vote of a majority
of the Board of Trustees of the Trust who are not parties to this
Agreement or "interested persons" (as defined in the 0000 Xxx) of the
Trust or the Manager, cast in person at a meeting called for the purpose
of voting on such approval.
With respect to any Series that was added to Schedule A hereto as a
Series after the date of this Amendment, the Agreement shall become
effective on the later of (i) the date
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Schedule A is amended to reflect the addition of such Series as a Series
under the Agreement or (ii) the date upon which the shares of the Series
are first sold to the public, subject to the condition that the Trust's
Board of Trustees, including a majority of those Trustees who are not
interested persons (as such term is defined in the 0000 Xxx) of the
Manager, and the shareholders of such Series, shall have approved this
Agreement. Unless terminated earlier as provided herein with respect to
any such Series, the Agreement shall continue in full force and effect for
a period of two years from the date of its effectiveness (as identified
above) with respect to that Series. Thereafter, unless earlier terminated
with respect to a Series, the Agreement shall continue in full force and
effect with respect to each such Series for periods of one year, provided
that such continuance is specifically approved at least annually by (i)
the vote of a majority of the Board of Trustees of the Trust, or (ii) vote
of a majority of the outstanding voting shares of such Series (as defined
in the 1940 Act), and provided that such continuance is also approved by
the vote of a majority of the Board of Trustees of the Trust who are not
parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of the Trust or the Manager, cast in person at a meeting called for
the purpose of voting on such approval.
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: /s/Xxxxxx X. Naka
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Xxxxxx X. Naka
Executive Vice President
DIRECTED SERVICES, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Vice President
PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By: /s/Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: Managing Director
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