Exhibit d(2)(N)(i)
FIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT
ING INVESTORS TRUST
This First Amendment, effective as of September 1, 2003, amends the
Portfolio Management Agreement (the "Agreement") dated the 26th day of March,
2002 among ING Investors Trust, a Massachusetts business trust (the "Trust"),
Directed Services, Inc., a New York corporation (the "Manager") and ▇.▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Asset Management (U.S.A.) Inc., a Delaware corporation (the "Portfolio
Manager") with regards to ING JPMorgan ▇▇▇▇▇▇▇ Small Cap Equity 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 September 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. Section 12 is hereby deleted in its entirety and replaced with the
following:
12. SERVICES NOT EXCLUSIVE.
(a) 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.
(b) 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 1940 Act.
2. Each Section number and applicable references to each Section
following the inserted Section 12 above, will increase numerically by one (i.e.,
Section 13 will be Section 14, etc.).
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.
1
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/ ▇▇▇▇▇▇ ▇. Naka
------------------
▇▇▇▇▇▇ ▇. Naka
Senior Vice President
DIRECTED SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SVP
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET MANAGEMENT
(U.S.A.) INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇
-----------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇
Title: Vice President
2