EX. 5(b)(iii)
SUBSTITUTION AGREEMENT
AGREEMENT, made this lst day of November, 1996, by and among
Neuberger&Berman Management Incorporated ("NBMI"), a New York corporation;
Neuberger&Berman, L.P. ("N&B L.P."), a New York limited partnership;
Neuberger&Berman, LLC, ("N&B LLC"), a Delaware limited liability company; and
Income Managers Trust, a New York common law trust (the "trust").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("Act"), and the Trust issues shares in several
different classes, each of which is known as a "Series": and
WHEREAS, NBMI serves as Investment Manager to the Trust pursuant to a
Management Agreement between the Trust and NBMI dated July 2, 1993; and
WHEREAS, NBMI entered into a Sub-Advisory Agreement with N&B L.P.,
dated July 2, 1993 (the "Sub-Advisory Agreement"), under which N&B L.P. serves
as the Sub-Adviser for the Series of the Trust; and
WHEREAS, N&B LLC was organized on September 10, 1996, to succeed to the
investment advisory business of N&B L.P.; and
WHEREAS, N&B L.P. wishes to substitute N&B LLC in place of N&B L.P., as
a party to the Sub-Advisory Agreement; and
WHEREAS, N&B L.P. has represented to NBMI that N&B LLC is under the
same management and control as N&B L.P., that the individuals responsible for
the day-to-day operations are identical for N&B LLC and for N&B L.P., that the
investment process and procedures are identical for N&B LLC and for N&B L.P.,
and that in the event of substitution as requested by N&B L.P. the persons
rendering portfolio management services for the Series would remain the same;
and
WHEREAS, N&B LLC has entered into a written agreement with N&B L.P.
whereby N&B LLC agrees to assume all liabilities of N&B L.P.; and
WHEREAS, under these circumstances, NBMI and the Trust agree to the
substitution of N&B LLC as a party to the Sub-Advisory Agreement in place of N&B
L.P.
NOW, THEREFORE, it is agreed as follows:
1. Substitution of Party. Effective as of the date first written above,
N&B LLC hereby assumes all of the interest, rights and responsibilities of N&B
L.P. under the Sub-Advisory Agreement.
2. Performance of Duties. N&B LLC hereby assumes and agrees to perform
all of N&B L.P.'s duties and obligations under the Sub-Advisory Agreement and be
subject to all of the terms and conditions of said Agreement as if they applied
to N&B LLC. Nothing in this Substitution Agreement shall make N&B LLC
responsible for any claim or demand arising under the Sub-Advisory Agreement
from services rendered prior to the effective date of this Substitution
Agreement unless otherwise agreed by N&B LLC; and nothing in this Substitution
Agreement shall make N&B L.P. responsible for any claim or demand arising under
the Sub-Advisory Agreement from services rendered after the effective date of
this Substitution Agreement unless otherwise agreed by N&B L.P.
3. Representation of N&B LLC. N&B LLC represents and warrants that it
is registered as an investment adviser under the Investment Advisers Act of 1940
("Advisers Act"). N&B L.P. and N&B LLC each represent and warrant that they are
under the same control and management, and that substitution of N&B LLC as a
party to the Sub-Advisory Agreement in place of N&B L.P. shall not result in an
"assignment" of the Sub-Advisory Agreement as that term is defined in the Act or
the Advisers Act.
4. Consents. NBMI and the Trust hereby consent to this assumption by
N&B LLC of the interest, rights and responsibilities of N&B L.P. under the
Sub-Advisory Agreement and agree, subject to the terms and conditions of said
Agreement, to look solely to N&B LLC for the performance of the Sub-Adviser's
duties and obligations under said Agreement after the effective date described
above.
IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers hereunto daily
attested as of the date and year first written above.
Neuberger&Berman Management Incorporated
By: /s/ Xxxxxxx Xxxxxx
-----------------------
President
Title
Income Managers Trust
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Vice President
Title
Neuberger&Berman, L.P.
By: /s/ C. Xxxx Xxxxxxxx
-----------------------
General Partner
Title
Neuberger&Berman, LLC
By: /s/ Xxxxxxxx Xxxxxxx
------------------------
Managing Principal
Title
