EXHIBIT(d)(6)(iii)

                   SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT

                                ING MUTUAL FUNDS

      This Second Amendment, effective as of September 1, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 23rd day of September, 2002,
as amended, between ING Investments, LLC, an Arizona limited liability company
(the "Manager") and Clarion CRA Securities, L.P., a Delaware limited partnership
(the "Sub-Adviser") with regards to ING Global Real Estate Fund, a Series of
ING Mutual Funds.

                                   WITNESSETH

      WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of September 1 , 2003.

      NOW, THEREFORE, the parties agree as follows:

      1.    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 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 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.

      2.    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.).

      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.

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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 INVESTMENTS, LLC

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

                                       CLARION CRA SECURITIES, L.P.


                                       By: /s/ Heather A. Trudel
                                           -----------------------------
                                           Name: Heather A. Trudel

                                           Title: Senior Vice President

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