MANAGEMENT AGREEMENT
This Agreement is made as of May 1, 1995, between Advisers Managers Trust, a New
York common law trust ("Managers Trust"), and Xxxxxxxxx & Xxxxxx Management
Incorporated, a New York corporation ("Manager").
W I T N E S S E T H :
WHEREAS, Managers Trust is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end, diversified management investment
company and has established several separate series of shares ("Series"), with
each Series having its own assets and investment policies; and
WHEREAS, Managers Trust desires to retain the Manager as investment adviser to
furnish investment advisory and portfolio management services to each Series
listed in Schedule A attached hereto, to such other Series of Managers Trust
hereinafter established as agreed to from time to time by the parties, evidenced
by an addendum to Schedule A (hereinafter "Series" shall refer to each Series
which is subject to this Agreement and all agreements and actions described
herein to be made or taken by Managers Trust on behalf of the Series), and the
Manager is willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Services of the Manager.
1.1 Investment Management Services. The Manager shall act as the investment
adviser to the Series and, as such, shall (i) obtain and evaluate such
information relating to the economy, industries, businesses, securities markets
and securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Series in a manner consistent with its
investment objective, policies and restrictions, and (iii) determine from time
to time securities to be purchased, sold, retained or lent by the Series, and
implement those decisions, including the selection of entities with or through
which such purchases, sales or loans are to be effected; provided, that the
Manager will place orders pursuant to its investment determinations either
directly with the issuer or with a broker or dealer, and if with a broker or
dealer, (a) will attempt to obtain the best net price and most favorable
execution of its
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orders, and (b) may nevertheless in its discretion purchase and sell portfolio
securities from and to brokers and dealers who provide the Manager with
research, analysis, advice and similar services and pay such brokers and dealers
in return a higher commission or spread than may be charged by other brokers or
dealers.
The Series hereby authorizes any entity or person associated with the Manager
which is a member of a national securities exchange to effect any transaction on
the exchange for the account of the Series which is permitted by Section 11(a)
of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, and the
Series hereby consents to the retention of compensation for such transactions in
accordance with the law.
The Manager shall carry out its duties with respect to the Series' investments
in accordance with applicable law and the investment objective, policies and
restrictions of the Series adopted by the trustees of Managers Trust
("Trustees"), and subject to such further limitations as the Series may from
time to time impose by written notice to the Manager.
1.2 Administrative Services. The Manager shall supervise the Series' business
and affairs and shall provide such services required for effective
administration of the Series as are not provided by employees or other agents
engaged by the Series; provided, that the Manager shall not have any obligation
to provide under this Agreement any direct or indirect services to the holders
of interests in the Series ("Interestholders"), any services related to the sale
of interests in the Series, or any other services which are the subject of a
separate agreement or arrangement between the Series and the Manager. Subject to
the foregoing, in providing administrative services hereunder, the Manager
shall:
1.2.1 Office Space, Equipment and Facilities. Furnish
without cost to the Series, or pay the cost of, such office
space, office equipment and office facilities as are
adequate for the Series' needs.
1.2.2 Personnel. Provide, without remuneration from or other cost to
Managers Trust or the Series, the services of individuals competent to
perform all of the Series' executive, administrative and clerical
functions which are not performed by employees or other agents engaged
by the Series or by the Manager acting in some other capacity pursuant
to a separate agreement or arrangement with the Series.
1.2.3 Agents. Assist the Series in selecting and
coordinating the activities of the other agents engaged by
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the Series, including the Series' custodian, independent
auditors and legal counsel.
1.2.4 Trustees and Officers. Authorize and permit the Manager's
directors, officers and employees who may be elected or appointed as
trustees or officers of Managers Trust to serve in such capacities,
without remuneration from or other cost to Managers Trust or the
Series.
1.2.5 Books and Records. Ensure that all financial, accounting and
other records required to be maintained and preserved by Managers Trust
and/or the Series are maintained and preserved by it or on its behalf
in accordance with applicable laws and regulations.
1.2.6 Reports and Filings. Assist in the preparation of (but not pay
for) all periodic reports by Managers Trust or the Series to
Interestholders of the Series and all reports and filings required to
maintain the registration and qualification of the Series, or to meet
other regulatory or tax requirements applicable to the Series, under
federal and state securities and tax laws.
2. Expenses of the Series.
2.1 Expenses to Be Paid by the Manager. The Manager shall pay all salaries,
expenses and fees of the officers, trustees and employees of the Managers Trust
who are officers, directors or employees of the Manager.
In the event that the Manager pays or assumes any expenses of Managers Trust or
a Series not required to be paid or assumed by the Manager under this Agreement,
the Manager shall not be obligated hereby to pay or assume the same or any
similar expense in the future; provided, that nothing herein contained shall be
deemed to relieve the Manager of any obligation to Managers Trust or to a Series
under any separate agreement or arrangement between the parties.
2.2 Expenses to Be Paid by the Series. Each Series shall bear all expenses of
its operation, except those specifically allocated to the Manager under this
Agreement or under any separate agreement between a Series and the Manager.
Expenses to be borne by a Series shall include both expenses directly
attributable to the operation of the Series and the placement of interests
therein, as well as the portion of any expenses of Managers Trust that is
properly allocable to the Series in a manner approved by the trustees of
Managers Trust. Subject to any separate agreement or arrangement between
Managers Trust or a Series and the Manager, the expenses hereby allocated to
each Series, and not to the Manager, include, but are not limited to:
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2.2.1 Custody. All charges of depositories, custodians, and other
agents for the transfer, receipt, safekeeping, and servicing of its
cash, securities, and other property.
2.2.2 Interestholder Servicing. All expenses of maintaining and
servicing Interestholder accounts, including, but not limited to the
charges of any Interestholder servicing agent, dividend disbursing
agent or other agent engaged by a Series to service Interestholder
accounts.
2.2.3 Interestholder Reports. All expenses of preparing, setting in
type, printing and distributing reports and other communications to
Interestholders of a Series.
2.2.4 Pricing and Portfolio Valuation. All expenses of computing a
Series' net asset value per share, including any equipment or services
obtained for the purpose of pricing shares or valuing the Series'
investment portfolio.
2.2.5 Communications. All charges for equipment or services used for
communications between the Manager or the Series and any custodian,
Interestholder servicing agent, portfolio accounting services agent, or
other agent engaged by a Series.
2.2.6 Legal and Accounting Fees. All charges for services and
expenses of a Series' legal counsel and independent auditors.
2.2.7 Trustees' Fees and Expenses. With respect to each Series, all
compensation of Trustees other than those affiliated with the Manager,
all expenses incurred in connection with such unaffiliated Trustees'
services as Trustees, and all other expenses of meetings of the
Trustees or committees thereof.
2.2.8 Interestholder Meetings. All expenses incidental to holding
meetings of Interestholders, including the printing of notices and
proxy materials, and proxy solicitation therefor.
2.2.9 Bonding and Insurance. All expenses of bond, liability, and other
insurance coverage required by law or regulation or deemed advisable by
the Trustees, including, without limitation, such bond, liability and
other insurance expense that may from time to time be allocated to the
Series in a manner approved by the Trustees.
2.2.10 Brokerage Commissions. All brokers' commissions and other
charges incident to the purchase, sale or lending of a Series'
portfolio securities.
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2.2.11 Taxes. All taxes or governmental fees payable by or with respect
to a Series to federal, state or other governmental agencies, domestic
or foreign, including stamp or other transfer taxes.
2.2.12 Trade Association Fees. All fees, dues and other expenses
incurred in connection with a Series' membership in any trade
association or other investment organization.
2.2.13 Nonrecurring and Extraordinary Expenses. Such nonrecurring and
extraordinary expenses as may arise, including the costs of actions,
suits, or proceedings to which the Series is a party and the expenses a
Series may incur as a result of its legal obligation to provide
indemnification to Managers Trust's officers, Trustees and agents.
2.2.14 Organizational Expenses. Any and all organizational expenses
of a Series paid by the Manager shall be reimbursed by such Series at
such time or times agreed by such Series and the Manager.
3. Advisory Fee.
3.1 Fee. As compensation for all services rendered, facilities provided and
expenses paid or assumed by the Manager under this Agreement, each Series shall
pay the Manager an annual fee as set out in Schedule B to this Agreement.
3.2 Computation and Payment of Fee. The advisory fee shall accrue on each
calendar day, and shall be payable monthly on the first business day of the next
succeeding calendar month. The daily fee accruals shall be computed by
multiplying the fraction of one divided by the number of days in the calendar
year by the applicable annual advisory fee rate (as set forth in Schedule B
hereto), and multiplying this product by the net assets of the Series,
determined in the manner established by the Trustees, as of the close of
business on the last preceding business day on which the Series' net asset value
was determined.
3.3 State Expense Limitation. If in any fiscal year the operating expenses of
any Interestholder in a Series plus such Interestholder's pro rata portion of
the Series' operating expenses in such fiscal year ("Aggregate Operating
Expenses," which includes any fees or expense reimbursements payable to the
Manager pursuant to this Agreement and any compensation payable to the Manager
pursuant to (i) the Administration Agreement between such Interestholder and the
Manager or (ii) any other Agreement or arrangement with Managers Trust with
respect to that Interestholder, but excludes interest, taxes, brokerage
commissions, litigation and indemnification expenses, and other extraordinary
expenses not incurred in the ordinary course of
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business) exceed the lowest applicable percentage expense limitation imposed
under the securities law and regulations of any state in which such
Interestholder's shares are qualified for sale (the "State Expense Limitation"),
then the Manager shall pay such Interestholder the amount of such excess, less
the amount of any reduction of the administration fee referred to below;
provided, that the Manager shall have no obligation hereunder to pay such
Interestholder for any such expenses which exceed the pro rata portion of such
advisory fee attributable to such Interestholder's interest in that Series.
No payment shall be made to such Interestholder hereunder unless and until the
administration fee payable by such Interestholder under a similar State Expense
Limitation of its Administration Agreement with the Manager has been reduced to
zero. Any payment to an interestholder hereunder shall be made monthly, by
annualizing the Aggregate Operating Expenses for each month as of the last day
of such month. An adjustment shall be made on or before the last day of the
first month of the next succeeding fiscal year if Aggregate Operating Expenses
for such fiscal year do not exceed the State Expense Limitation or if for such
fiscal year there is no applicable State Expense Limitation.
4. Ownership of Records.
All records required to be maintained and preserved by the Series pursuant to
the provisions or rules or regulations of the Securities and Exchange Commission
("SEC") under Section 31(a) of the 1940 Act and maintained and preserved by the
Manager on behalf of the Series are the property of the Series and shall be
surrendered by the Manager promptly on request by the Series; provided, that the
Manager may at its own expense make and retain copies of any such records.
5. Reports to Manager.
The Series shall furnish or otherwise make available to the Manager such copies
of that Series' financial statements, proxy statements, reports, and other
information relating to its business and affairs as the Manager may, at any time
or from time to time, reasonably require in order to discharge its obligations
under this Agreement.
6. Reports to the Series.
The Manager shall prepare and furnish to the Series such reports, statistical
data and other information in such form and at such intervals as the Series may
reasonably request.
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7. Retention of Sub-Adviser.
Subject to a Series obtaining the initial and periodic approvals required under
section 15 of the 1940 Act, the Manager may retain a sub-adviser, at the
Manager's own cost and expense, for the purpose of making investment
recommendations and research information available to the Manager. Retention of
a sub-adviser shall in no way reduce the responsibilities or obligations of the
Manager under this Agreement and the Manager shall be responsible to Managers
Trust and the Series for all acts or omissions of the sub-adviser in connection
with the performance of the Manager's duties hereunder.
8. Services to Other Clients.
Nothing herein contained shall limit the freedom of the Manager or any
affiliated person of the Manager to render investment management and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.
9. Limitation of Liability of Manager and its Personnel.
Neither the Manager nor any director, officer or employee of the Manager
performing services for the Series at the direction or request of the Manager in
connection with the Manager's discharge of its obligations hereunder shall be
liable for any error of judgment or mistake of law or for any loss suffered by a
Series in connection with any matter to which this Agreement relates; provided,
that nothing herein contained shall be construed (i) to protect the Manager
against any liability to Managers Trust or a Series or its Interestholders to
which the Manager would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of the Manager's duties, or by
reason of the Manager's reckless disregard of its obligations and duties under
this Agreement, or (ii) to protect any director, officer or employee of the
Manager who is or was a Trustee or officer of Managers Trust against any
liability to Managers Trust or a Series or its Interestholders to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such person's office with Managers Trust.
10. No Liability of other Series.
This Agreement is made by each Series pursuant to authority granted by the
Trustees, and the obligations created hereby are not binding on any of the
Trustees or Interestholders of the Series individually, but bind only the
property of that Series and no other.
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11. Effect of Agreement.
Nothing herein contained shall be deemed to require the Series to take any
action contrary to the Declaration of Trust or By-Laws of Managers Trust, any
actions of the Trustees binding upon the Series, or any applicable law,
regulation or order to which the Series is subject or by which it is bound, or
to relieve or deprive the Trustees of their responsibility for and control of
the conduct of the business and affairs of the Series or Managers Trust.
12. Term of Agreement.
The term of this Agreement shall begin on the date first above written with
respect to each Series listed in Schedule A on the date hereof and, unless
sooner terminated as hereinafter provided, this Agreement shall remain in effect
through May 1, 1997. 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 hereinafter provided, this
Agreement shall remain in effect to the date two years after such execution.
Thereafter, in each case this Agreement shall continue in effect with respect to
each Series from year to year, subject to the termination provisions and all
other terms and conditions hereof; provided, such continuance with respect to a
Series is approved at least annually by vote of a majority of the outstanding
voting securities of such Series, or by vote or written consent of the Trustees,
a majority of the Trustees who are not interested persons of including either
party hereto ("Disinterested Trustees"); and provided further, that the Manager
shall not have notified a Series in writing at least sixty days prior to the
first expiration date hereof or at least sixty days prior to any expiration date
in any year thereafter that it does not desire such continuation. The Manager
shall furnish any Series, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Agreement or any
extension, renewal or amendment thereof.
13. Amendment or Assignment of Agreement.
Any amendment to this Agreement shall be in writing signed by the parties
hereto; provided, that no such amendment shall be effective unless authorized on
behalf of any Series (i) by resolution of the Trustees, including the vote or
written consent of a majority of the Trustees who are not parties to this
Agreement or interested persons of either party hereto, and (ii) by vote of a
majority of the outstanding voting securities of the Series. This Agreement
shall terminate automatically and immediately in the event of its assignment.
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14. Termination of Agreement.
This Agreement may be terminated at any time by either party hereto, without the
payment of any penalty, upon sixty (60) days' prior written notice to the other
party; provided, that in the case of termination by any Series, such action
shall have been authorized (i) by resolution of the Trustees, including the vote
or written consent of a majority of Trustees who are not parties to this
Agreement or interested persons of either party hereto, or (ii) by vote of a
majority of the outstanding voting securities of the Series.
15. Name of The Series.
Each Series hereby agrees that if the Manager shall at any time for any reason
cease to serve as investment adviser to a Series, the Series shall, if and when
requested by the Manager, eliminate from the Series' name the name "Xxxxxxxxx &
Xxxxxx" and thereafter refrain from using the name "Xxxxxxxxx & Xxxxxx" or the
initials "N&B" in connection with its business or activities, and the foregoing
agreement of a Series shall survive any termination of this Agreement and any
extension or renewal thereof.
16. Interpretation and Definition of Terms.
Any question of interpretation of any term or provision of this Agreement having
a counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretation thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms
"vote of a majority of the outstanding voting securities," "interested persons,"
"assignment" and "affiliated person," as used in this Agreement shall have the
meanings assigned to them by section 2(a) of the 1940 Act. In addition, when the
effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is modified, interpreted or relaxed by a rule, regulation or order of
the SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
17. Choice of Law
This Agreement is made and to be principally performed in the State of New York,
and except insofar as the 1940 Act or other federal laws and regulations may be
controlling, this Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of New York.
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18. Captions.
The captions in this Agreement are included for convenience of reference only
and in no way define or delineate any of the provisions hereof or otherwise
affect their construction or effect.
19. Execution in Counterparts.
This Agreement may be executed simultaneously in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
by their respective officers thereunto duly authorized and their respective
seals to be hereunto affixed, as of the day and year first above written.
ADVISERS MANAGERS TRUST
Attest: By /s/ Xxxxxxx Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxx Treasurer
Secretary Title
XXXXXXXXX & XXXXXX
MANAGEMENT INCORPORATED
Attest: By /s/ Xxxxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxxx Senior Vice President
Secretary Title
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ADVISERS MANAGERS TRUST
MANAGEMENT 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
ADVISERS MANAGERS TRUST
MANAGEMENT AGREEMENT
SCHEDULE B
Compensation pursuant to Paragraph 3 of the Advisers Managers Trust
Management Agreement shall be calculated in accordance with the following
schedules:
AMT Growth Investments
AMT Partners Investments
AMT Balanced Investments
0.55% on the first $250 million of average daily net assets 0.525% on the next
$250 million of average daily net assets 0.50% on the next $250 million of
average daily net assets 0.475% on the next $250 million of average daily net
assets 0.450% on the next $500 million of average daily net assets 0.425% on
average daily net assets in excess of $1.5 billion
AMT Government Income Investments
0.35% on the first $500 million of average daily net assets 0.325% on the next
$500 million of average daily net assets 0.30% on the next $500 million of
average daily net assets 0.275% on the next $500 million of average daily net
assets 0.25% on average daily net assets in excess of $2 billion
AMT Limited Maturity Bond Investments
AMT Liquid Asset Investments
0.25% on the first $500 million of average daily net assets 0.225% on the next
$500 million of average daily net assets 0.20% on the next $500 million of
average daily net assets 0.175% on the next $500 million of average daily net
assets 0.15% on average daily net assets in excess of $2 billion
AMT International Investments
0.85% of the first $250 million of the average daily net assets 0.825% of the
next $250 million of the average daily net assets 0.80% of the next $250 million
of the average daily net assets 0.775% of the next $250 million of the average
daily net assets 0.75% of the next $500 million of the average daily net assets
0.725% on average daily net assets in excess of $1.5 billion
DATED: May 1, 1997
