Exhibit (d)(2)
SUB-ADVISORY AGREEMENT
XXXXXXXXX XXXXXX MANAGEMENT INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 1, 2000
Xxxxxxxxx & Xxxxxx, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We have entered into a Management Agreement with Xxxxxxxxx Xxxxxx Advisers
Management Trust ("Trust"), with respect several of its series ("Portfolios"),
as set forth in Schedule A hereto, pursuant to which we are to act as investment
adviser to such Portfolios. We hereby agree with you as follows:
1. You agree for the duration of this Agreement to furnish us with such
investment recommendations and research information, of the same type as that
which you from time to time provide to your principals and employees for use in
managing client accounts, all as we shall reasonably request. In the absence of
willful misfeasance, bad faith or gross negligence in the performance of your
duties, or of reckless disregard of your duties and obligations hereunder, you
shall not be subject to liability for any act or omission or any loss suffered
by any Portfolio or its security holders in connection with the matters to which
this Agreement relates.
2. In consideration of your agreements set forth in paragraph 1 above, we agree
to pay you on the basis of direct and indirect costs to you of performing such
agreements. Indirect costs shall be allocated on a basis mutually satisfactory
to you and us.
3. As used in this Agreement, the terms "assignment" and "vote of a majority of
the outstanding voting securities" shall have the meanings given to them by
sections 2(a)(4) and 2(a)(42), respectively, of the Investment Company Act of
1940, as amended ("1940 Act").
This Agreement shall terminate automatically in the event of its assignment, or
upon termination of the Management Agreement between the Trust and the
undersigned.
This Agreement may be terminated at any time, without the payment of any
penalty, (a) with respect to any Portfolio by the trustees of the Trust or by
vote of a majority of the outstanding voting securities of such Portfolio or by
the undersigned on not less than thirty nor more than
sixty days' written notice addressed to you at your principal place of business;
and (b) by you, without the payment of any penalty, on not less than thirty nor
more than sixty days' written notice addressed to the Trust and the undersigned
at The Trust's principal place of business.
This Agreement shall remain in full force and effect with respect to each
Portfolio listed in Schedule A on the date hereof through May 1, 2001, unless
sooner terminated as provided above, and from year to year thereafter only so
long as its continuance is approved in the manner required by the 1940 Act, as
from time to time amended.
Schedule A to this Agreement may be modified from time to time to reflect the
addition or deletion of a Portfolio from the terms of this Agreement. With
respect to each Portfolio added by execution of an amendment to Schedule A, the
term of this Agreement shall begin on the date of such execution and, unless
sooner terminated as provided above, this Agreement shall remain in effect to
the date two years after such execution and from year to year thereafter only so
long as its continuance is approved in the manner required by the 1940 Act, as
from time to time amended.
If you are in agreement with the foregoing, please sign the form of acceptance
on the enclosed counterpart hereof and return the same to us.
Very truly yours,
XXXXXXXXX XXXXXX
MANAGEMENT INC.
By:________________________________
Name:
Title:
The foregoing agreement is hereby accepted as of the date first above written.
XXXXXXXXX XXXXXX, LLC
By:____________________________
Name:
Title:
-2-
XXXXXXXXX XXXXXX MANAGEMENT INC.
SUB-ADVISORY AGREEMENT
SCHEDULE A
The Portfolios of Xxxxxxxxx Xxxxxx Advisers Management Trust currently
subject to this Agreement are as follows:
Liquid Asset Portfolio
Limited Maturity Bond Portfolio
Balanced Portfolio
Partners Portfolio
Growth Portfolio
Mid-Cap Growth Portfolio
Guardian Portfolio
International Portfolio
Socially Responsive Portfolio
DATED: May 1, 2000
-3-
