EX-99.D 11 dexhibitd3.txt ASSIGNMENT AND ASSUMPTION AGREEMENT Exhibit (d)(3) ASSIGNMENT AND ASSUMPTION AGREEMENT ----------------------------------- This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption Agreement") dated as of April 26, 2007 among Neuberger Berman, LLC ("Assignor"), a Delaware limited liability company, and a wholly owned subsidiary of Neuberger Berman Inc. which in turn is a indirect, wholly-owned subsidiary of Lehman Brothers Holdings Inc. ("Lehman Brothers"), and Lehman Brothers Asset Management LLC ("Assignee"), a Delaware limited liability company and a wholly-owned subsidiary of Lehman Brothers. W I T N E S S E T H: -------------------- WHEREAS, Assignor and Neuberger Berman 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 Neuberger Berman 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 with respect to the portfolios listed on Appendix A of this Assignment and Assumption Agreement (the "Portfolios"), and (ii) Assignee desires to acquire and to assume all of the duties and obligations of Assignor under the Sub-Advisory Agreement with respect to the Portfolios; 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 Sub-Advisory Agreement with respect to the Portfolios 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 Sub-Advisory Agreement with respect to the Portfolios and Assignee hereby assumes and agrees to perform and discharge all of Assignor's duties and obligations under the Sub-Advisory Agreement with respect to the Portfolios. 2. The Trust and the Investment Adviser hereby agree and consent to the assignment to and assumption by Assignee of the Sub-Advisory Agreement with respect to the Portfolios, and as of the date of this Assignment and Assumption Agreement agree that all of the representations, covenants, and agreements in the Sub-Advisory Agreement of the Assignor with respect to the Portfolios shall now apply to the Assignee as though Assignee were a named party to the Sub-Advisory Agreement with respect to the Portfolios, except that any claim by the Trust and the Investment Adviser under the Sub-Advisory Agreement with respect to the Portfolios, 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 respect to the Portfolios with the same effect as if Assignee had executed the Sub-Advisory Agreement with respect to the Portfolios 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 with respect to the Portfolios 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 with respect to the Portfolios. 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] 2 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: NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST By: /s/ Peter E. Sundman ----------------------------------- Name: Peter E. Sundman Title: Chairman and CEO INVESTMENT ADVISER: NEUBERGER BERMAN MANAGEMENT INC. By: /s/ Robert Conti ----------------------------------- Name: Robert Conti Title: Vice President ASSIGNEE: LEHMAN BROTHERS ASSET MANAGEMENT LLC By: /s/ Thomas O'Reilly ----------------------------------- Name: Thomas O'Reilly Title: Senior Vice President ASSIGNOR: NEUBERGER BERMAN, LLC By: /s/ Robert Conti ---------------------------------- Name: Robert Conti Title: Vice President 3 APPENDIX A Lehman Brothers High Income Bond Portfolio Lehman Brothers Short Duration Bond Portfolio DATED: MAY 1, 2007