Exhibit d(2)(F)(iii)
THIRD AMENDMENT TO SUBADVISORY AGREEMENT
ING INVESTORS TRUST
This Third Amendment, effective as of July 1, 2003, amends the
Subadvisory Agreement (the "Agreement") dated February 26, 1999, as amended,
among ING Investors Trust, a Massachusetts business trust (the "Trust"),
Directed Services, Inc., a New York corporation (the "Manager") and A I M
Capital Management, Inc., a Texas corporation (the "Sub-Adviser") with regards
to ING AIM Mid Cap Growth Portfolio, a series of the Trust.
WITNESSETH
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(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 Portfolios
are invested unless the Manager gives the Sub-Adviser thirty days' prior written
instructions to the contrary.
The Sub-Adviser will make appropriate personnel 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 Portfolios are invested. Upon request, the
Sub-Adviser will submit a written 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 Portfolios. The Manager will
accord these written voting recommendations confidential treatment and will
restrict the dissemination of the information to a limited number of employees
on a need to know basis.
Any voting recommendation provided by the Sub-Adviser will be made in
accordance with Sub-Adviser's Proxy Policies and Procedures which address
material conflicts of interest and are reasonably designed to ensure that such
decisions are made based solely on the best interest of its clients.
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 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
Title: SVP
A I M CAPITAL MANAGEMENT, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Vice President
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