SUB-ADVISORY AGREEMENT
XXXXXXXXX & XXXXXX MANAGEMENT INCORPORATED
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
May 1, 1995
Xxxxxxxxx & Xxxxxx, X.X.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Ladies and Gentlemen:
We have entered into a Management Agreement with Advisers Managers Trust
("Managers Trust"), with respect several of its series ("Series"), as set forth
in Schedule A hereto, pursuant to which we are to act as investment adviser to
such Series. 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 partners 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 Series 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 Managers Trust and the
undersigned.
This Agreement may be terminated at any time, without the payment of any
penalty, (a) with respect to any Series by the trustees of Managers Trust or by
vote of a majority of the outstanding voting securities of such Series 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 Managers Trust and the undersigned at Managers
Trust's principal place of business.
This Agreement shall remain in full force and effect with respect to each Series
listed in Schedule A on the date hereof through May 1, 1997, 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 Series from the terms of this Agreement. With respect
to each Series added by execution of an addendum 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 INCORPORATED
By: /s/ Xxxxxxx Xxxxxx
President
The foregoing agreement is
hereby accepted as of the date
first above written.
XXXXXXXXX & XXXXXX, X.X.
By: /s/ Xxxxxxxx Xxxxxxx
XXXXXXXXX & XXXXXX MANAGEMENT
SUB-ADVISORY AGREEMENT
SCHEDULE A
SERIES Date Added to Agreement
AMT Growth Investments May 1, 1995
AMT Partners Investments May 1, 1995
AMT Balanced Investments May 1, 1995
AMT Government Income Investments May 1, 1995
AMT Limited Maturity Bond Investments May 1, 1995
AMT Liquid Asset Investments May 1, 1995
AMT International Investments May 1, 1997
