Exhibit (d)(5)
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and
Assumption Agreement") dated as of [ ] among ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC ("Assignor"),
a Delaware limited liability company, and a wholly owned subsidiary of ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ Inc. which in turn is a indirect, wholly-owned subsidiary of ▇▇▇▇▇▇
Brothers Holdings Inc. ("▇▇▇▇▇▇ Brothers"), and ▇▇▇▇▇▇ Brothers Asset Management
LLC ("Assignee"), a Delaware limited liability company and a wholly-owned
subsidiary of ▇▇▇▇▇▇ Brothers.
W I T N E S S E T H:
WHEREAS, Assignor and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Management Inc.
("Investment Adviser") are parties to that certain sub-advisory agreement dated
as of November 3, 2003 (the "Sub-Advisory Agreement"), whereby Assignor serves
as the subadviser to certain series of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Advisers Management
Trust (the "Trust"), as listed on Schedule A and any supplements thereto of the
Sub-Advisory Agreement;
WHEREAS, Assignor desires to assign to Assignee, and Assignee
desires to accept all of Assignor's right, title and interest in the
Sub-Advisory Agreement, and (ii) Assignee desires to acquire and to assume all
of the duties and obligations of Assignor under the Sub-Advisory Agreement;
WHEREAS, this Assignment and Assumption Agreement does not
result in a change of actual control or management of the subadviser to the
Trust and, therefore, is not an "assignment" as defined in Section 2(a)(4) of
the Investment Company Act of 1940 (the "Act") nor an "assignment" for purposes
of Section 15(a)(4) of the Act.
NOW, THEREFORE, in consideration of the mutual premises herein
contained, and other good and valuable consideration, the mutual receipt and
legal sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Effective as of [May 1, 2007], Assignor hereby designates Assignee as its
successor under the Investment Advisory Agreement and hereby assigns, conveys,
transfers and sets over absolutely to Assignee, and Assignee hereby accepts, all
of Assignor's right, title and interest in and to the Investment Advisory
Agreement and Assignee hereby assumes and agrees to perform and discharge all of
Assignor's duties and obligations under the Sub-Advisory Agreement.
2. The Trust and the Investment Adviser hereby agree and consent to the
assignment to and assumption by Assignee of the Sub-Advisory Agreement, and as
of the date of this Assignment and Assumption Agreement agree that all of the
representations, covenants, and s in the Sub-Advisory Agreement of the Assignor
shall now apply to the Assignee as though Assignee were a named party to the
Sub-Advisory Agreement, except that any claim by the Trust and the Investment
Advisor under the Sub-Advisory Agreement, or liability with respect to services
performed prior to the date of this Assignment and Assumption Agreement by the
Assignor, shall not be made against the Assignee.
3. Assignor, Assignee and Investment Adviser hereto further agree that by
signing this Assignment and Assumption Agreement, Assignee shall become a party
to the Sub-Advisory Agreement with the same effect as if Assignee had executed
the Sub-Advisory Agreement as a party thereto as of the date of this Assignment
and Assumption Agreement, and Assignee shall have all of the rights and
obligations of Assignor under the Sub-Advisory Agreement and as of the date of
this Assignment and Assumption Agreement shall be deemed to have made all of the
representations, covenants and agreements of Assignor contained in the
Sub-Advisory Agreement.
4. Neither this Assignment and Assumption Agreement nor any term hereof may be
changed, waived, discharged or terminated, except by an instrument in writing
signed by the parties hereto.
5. In case any provision in or obligation under this Assignment and Assumption
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
6. This Assignment and Assumption Agreement shall be governed by, and shall be
construed and enforced in accordance with, the internal laws of the State of New
York, without regard to conflicts of law principles.
7. This Assignment and Assumption Agreement may be executed in one or more
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
8. This Assignment and Assumption Agreement shall inure to the benefit of, and
be binding upon, the parties hereto and their respective successors and assigns.
9. This Agreement sets forth the entire agreement of the parties hereto with
respect to the subject matter hereof and may not be altered, amended, changed,
waived, terminated or modified in any respect or particular unless the same
shall be in writing and signed by each of the parties hereto.
[signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Assumption Agreement to be duly executed and delivered by their
respective officers thereunto duly authorized, as of the date first above
written.
TRUST:
-----
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ADVISERS MANAGEMENT TRUST
By: ------------------------------------------
Name:
Title:
INVESTMENT ADVISER:
------------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ MANAGEMENT INC.
By: ------------------------------------------
Name:
Title:
ASSIGNEE:
---------
▇▇▇▇▇▇ BROTHERS ASSET MANAGEMENT LLC
By: -----------------------------------------
Name:
Title:
ASSIGNOR:
---------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC
By: ------------------------------------------
Name:
Title:
