EXHIBIT d(2)(i)

                    FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT

                               ING VARIABLE FUNDS

         This First Amendment, effective as of July 29, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 1st day of March, 2002
between ING Investments, LLC an Arizona limited liability company (the
"Manager") and Aeltus Investment Management, Inc., a Connecticut corporation
(the "Sub-Adviser") with regards to ING VP Growth and Income Portfolio, a Series
of ING Variable Funds.

                               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 July 29, 2003.

         NOW, THEREFORE, the parties agree as follows:

         1.       Section 2.(a)(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
Series are invested unless the Manager gives the Sub-Adviser written
instructions to the contrary. The Sub-Adviser will immediately forward any proxy
it receives on behalf of the Fund solicited by or with respect to the issuers of
securities in which assets of the Series are invested to the Manager or to any
agent of the Manager designated by the Manager in writing.

                  The Sub-Adviser will make appropriate personnel reasonably
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 Series are invested. Upon request,
the Sub-Adviser will submit a 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 Series. The Sub-Adviser shall
disclose to the best of its knowledge any conflict of interest with the issuers
of securities that are the subject of such recommendation including whether such
issuers are clients or are being solicited as clients of the Sub-Adviser or of
its affiliates.

         2.       The following Section 10 is hereby inserted between existing
Section 9 and Section 10:

                  10.      Non-Exclusivity. The services of the Sub-Adviser to
the Series and the Fund 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 Fund concerning transactions in securities or other assets
for any investment portfolio of the Fund, including the Series, except that such
consultations are permitted between the current and successor sub-advisers of
the Series 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.

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         3.       Each Section number and applicable references to each Section
following the inserted Section 10 above, will increase numerically by one (i.e.,
Section 13 will be Section 14, etc.).

         4.       Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Agreement.

         5.       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 INVESTMENTS, LLC

                                    By: /s/ Michael J. Roland
                                        ----------------------------------------
                                        Michael J. Roland
                                        Executive Vice President

                                    AELTUS INVESTMENT MANAGEMENT, INC.

                                    By: /s/ Michael Gioffre
                                        ----------------------------------------
                                        Name:  Michael Gioffre
                                        Title: Senior Vice President

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