Exhibit 77(q)(1)(e)(1)
FIRST AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
ING MAYFLOWER TRUST
This First Amendment, effective as of September 2, 2004, amends the
Investment Management Agreement (the "Agreement") dated September 1, 2000
between ING Mayflower Trust (the "Trust"), a Massachusetts business trust and
ING Investments, LLC, an Arizona limited liability company (the "Adviser"), with
regards to ING International Value Fund, a Series of the Trust, and any future
Series of the Trust that may become party to the Agreement.
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 September 2, 2004.
NOW, THEREFORE, the parties agree as follows:
1. The following Section 7 is hereby inserted between existing
Section 6 and Section 7:
7. The Trust assumes and shall pay or cause to be paid
Board approved membership dues of industry associations.
2. Each Section number and applicable references to each Section
following the new Section 7 above, will increase numerically by
one (i.e., Section 8 will be Section 9, etc.).
3. 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 MAYFLOWER TRUST
By:
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▇▇▇▇▇▇ ▇. Naka
Senior Vice President
ING INVESTMENTS, LLC
By:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
