Exhibit (d)(2)
SUB-ADVISORY AGREEMENT
XXXXXXXXX XXXXXX MANAGEMENT INC.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 3, 2003
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 to 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 until October 31, 2005, 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 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
October 31 of the year following the year of 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: /s/ Xxxxxx Xxxxx
------------------
Name: Xxxxxx Xxxxx
Title: Snr Vice President
The foregoing agreement is
hereby accepted as of the date
first above written.
XXXXXXXXX XXXXXX, LLC
By: /s/ Xxxxx X. Xxxxxxx
------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President
2
XXXXXXXXX XXXXXX MANAGEMENT INC.
SUB-ADVISORY AGREEMENT
SCHEDULE A
Portfolios Date Added to Agreement
---------- -----------------------
Balanced Portfolio November 3, 2003
Xxxxxxxx Portfolio November 3, 2003
Growth Portfolio November 3, 2003
Guardian Portfolio November 3, 2003
International Portfolio November 3, 2003
Xxxxxx Brothers High Income Bond Portfolio June 10, 2004
Xxxxxx Brothers Short Duration Bond Portfolio November 3, 2003
Mid-Cap Growth Portfolio November 3, 2003
Partners Portfolio November 3, 2003
Real Estate Portfolio November 3, 2003
Regency Portfolio November 3, 2003
Socially Responsive Portfolio November 3, 2003
International Large Cap Portfolio August 15, 2006
DATED: May 1, 2007
