AMENDMENT NO. 2 TO SUB-ADVISORY AGREEMENT
AMENDMENT NO. 2 TO
This amendment, dated May 1, 2014, by and among Xxxxxxxxx Xxxxxx Management LLC (“Manager”), NB Alternative Investment Management LLC, (“Adviser” and together with the Manager, the “NB Parties”) and Xxxxx Capital Strategies, L.P. (“Sub-Adviser”), is made to the Sub-Advisory Agreement dated May 15, 2012, as amended (the “Agreement”). Terms defined in the Agreement used herein as therein defined.
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:
1.
|
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the new Schedule A attached hereto.
|
2.
|
Schedule B of the Agreement is hereby deleted in its entirety and replaced with the new Schedule B attached hereto.
|
3.
|
The second sentence of the third paragraph of Section 11 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
“The NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with Section 1.1 of this Sub-Advisory Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and Section 851(b)(3) of Internal Revenue Code of 1986, as amended (the “Code”) and, with respect to any Series of AMT Trust, Section 817(h) of the Code only with respect to the Allocated Portion.”
4.
|
Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
|
5.
|
This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Amendment.
|
XXXXX CAPITAL STRATEGIES, L.P.
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: President
|
XXXXXXXXX XXXXXX MANAGEMENT LLC
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: President
|
NB ALTERNATIVE INVESTMENT
MANAGEMENT LLC
By: /s/ Xxx Xxxx
Name: Xxx Xxxx
Title: Senior Vice President
2
SCHEDULE A
Trust
|
Series
|
Xxxxxxxxx Xxxxxx Alternative Funds
|
Xxxxxxxxx Xxxxxx Absolute Return Multi-Manager Fund
|
Xxxxxxxxx Xxxxxx Alternative Funds
|
Xxxxxxxxx Xxxxxx Long Short Multi-Manager Fund
|
Xxxxxxxxx Xxxxxx Advisers Management Trust
|
Absolute Return Multi-Manager Portfolio
|
Date: May 1, 2014
SCHEDULE B
RATE OF COMPENSATION
SERIES
|
RATE OF COMPENSATION BASED ON EACH
SERIES' AVERAGE DAILY NET ASSETS
ALLOCATED TO THE SUBADVISER
|
Xxxxxxxxx Xxxxxx Absolute Return Multi-Manager Fund
Xxxxxxxxx Xxxxxx Long Short Multi-Manager Fund Absolute Return Multi-Manager Portfolio
|
Date: May 1, 2014