SUB-ADVISORY AGREEMENT NEUBERGER BERMAN MANAGEMENT LLC New York, New York 10158 May 4, 2009
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May 4, 2009
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
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Ladies and Gentlemen:
We have entered into a Management Agreement with ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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, 2010, 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.
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Very truly yours,
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MANAGEMENT LLC
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
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The foregoing agreement is hereby
accepted as of the date first above
written.
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
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By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: President
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT LLC
SCHEDULE A
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Portfolios
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Balanced Portfolio
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Growth Portfolio
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Guardian Portfolio
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International Equity Portfolio
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International Large Cap Portfolio
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Large Cap Value Portfolio
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Mid Cap Intrinsic Value Portfolio
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Mid-Cap Growth Portfolio
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Real Estate Portfolio
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Small Cap Growth Portfolio
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Socially Responsive Portfolio
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DATED: May 1, 2013