EX-77.(e)(21)
ASSUMPTION AGREEMENT
AGREEMENT made as of December 1, 2006 between Salomon Brothers Asset
Management Inc ("SBAM") and CAM North America, LLC (to be renamed ClearBridge
Advisors, LLC) ("ClearBridge"), each a wholly-owned direct and indirect
subsidiary of Xxxx Xxxxx, Inc.
WHEREAS, ING Investors Trust (the "Trust") is registered as an open-end
management investment company under the Investment Company Act of 1940, as
amended (the "1940 Act");
WHEREAS, SBAM has been previously appointed as sub-adviser to ING Xxxx
Xxxxx Partners All Cap Portfolio (the "Series") of the Trust pursuant to a
Portfolio Management Agreement with the Trust and Directed Services, Inc. dated
December 1, 2005 (the "Agreement"); and
WHEREAS, SBAM and ClearBridge desire that SBAM be replaced as the Series
sub-adviser by ClearBridge in a transaction which does not result in a change of
actual control or management in accordance with Rule 2a-6 under the 1940 Act.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
1. ClearBridge hereby assumes all rights and obligations of SBAM under the
Agreement with respect to the Series.
2. SBAM and ClearBridge hereby represent that after the assumption
referred to above: (a) the management personnel of SBAM responsible for
providing sub-advisory services to the Series under the Agreement, including the
portfolio managers and the supervisory personnel, will provide the same services
for the Series as officers or employees of ClearBridge; and (b) both SBAM and
ClearBridge will be wholly-owned direct and indirect subsidiaries of Xxxx Xxxxx,
Inc. Consequently, SBAM and ClearBridge believe that the assumption effected by
this Assumption Agreement does not involve a change in actual control or actual
management with respect to the sub-adviser for the Series.
3. ClearBridge is hereby bound by all of the terms of the Agreement, which
will continue in full force and effect with respect to ClearBridge.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
SALOMON BROTHERS ASSET MANAGEMENT INC
By: /s/ Xxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
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Title: Managing Director
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CAM NORTH AMERICA, LLC
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
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Title: Chief Administration Officer
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