EXHIBIT d(2)(F)(iv)
FORM OF FOURTH AMENDMENT TO SUBADVISORY AGREEMENT
ING INVESTORS TRUST
This Fourth Amendment, effective as of September 1, 2003, amends the
Subadvisory Agreement (the "Agreement") dated the 26th day of February, 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 AIM Mid Cap Growth Portfolio, 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 9 is hereby deleted in its entirety and replaced with
the following:
9. Services to Other Companies or Accounts
(a) The Trust understands that the Sub-Adviser now acts,
will continue to act and may act in the future as investment manager or adviser
to fiduciary and other managed accounts, and as investment manager or adviser to
other investment companies, including any offshore entities, or accounts, and
the Trust has no objection to the Sub-Adviser's so acting, provided that
whenever the Portfolios and one or more other investment companies or accounts
managed or advised by the Sub-Adviser have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed to be equitable to each company and account. The Trust
recognizes that in some cases this procedure may adversely affect the size of
the position obtainable for the Portfolios. In addition, the Trust understands
that the persons employed by the Sub-Adviser to assist in the performance of the
Sub-Adviser's duties under this Agreement will not devote their full time to
such service and nothing contained in this Agreement shall be deemed to limit or
restrict the right of the Sub-Adviser or any affiliate of the Sub-Adviser to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
(b) The services of the Sub-Adviser to the Portfolios and
the Trust are not to be deemed to be exclusive, and the Sub-Adviser 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 Sub-Adviser may not consult with any other sub-adviser of the Trust
concerning transactions in securities or other assets for any investment
portfolio of the Trust, including the Portfolios, except that such consultations
are permitted between the current and successor sub-advisers of the Portfolios
in order to effect an orderly transition of sub-advisory 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 9 above, will increase numerically by one
(i.e., Section 13 will be Section 14, etc.).
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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: ________________________________
Xxxxxx X. Naka
Senior Vice President
DIRECTED SERVICES, INC.
By: ________________________________
Name: ________________________
Title: ________________________
A I M CAPITAL MANAGEMENT, INC.
By: ________________________________
Name: ________________________
Title: ________________________
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