SUB-ADVISORY AGREEMENT
BETWEEN
SAGE ADVISORS, INC.
AND
SSGA FUNDS MANAGEMENT, INC.
This Agreement is made as of May 1, 2001 between Sage Advisors, Inc. (the
"Manager") and SSgA Funds Management, Inc. (the "Sub-Adviser").
WHEREAS, Sage Life Investment Trust (the "Investment Company") is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act") consisting of series, each having its own
investment objective and policies; and
WHEREAS, the Manager is a Delaware corporation and is in the business of
providing, among other things, investment services, including investment
management services to the Investment Company pursuant to a Management Agreement
by and between the Investment Company and the Manager effective February 1,
1999, (the "Management Agreement"); and
WHEREAS, the Sub-Adviser is in the business of providing, among other things,
investment advisory services; and
WHEREAS, as permitted by the Management Agreement, the Manager desires to retain
the Sub-Adviser to render sub-investment advisory services to the Investment
Company with respect to the series set forth on Schedule A, as amended from time
to time (each a "Fund" and together the "Funds"), and the Sub-Adviser is willing
to render such services and pay all expenses incurred in connection with
rendering such services;
NOW THEREFORE, in consideration of the mutual agreements contained herein, the
Manager and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER
(a) Initial Funds: the Manager hereby appoints the Sub-Adviser to
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act as investment Sub-Adviser to the Funds for the period and on the terms set
forth in this Agreement. The Sub-Adviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
(b) Additional Funds: In the event that the Investment Company
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establishes one or more Funds, other than the initial Funds ("Additional
Funds"), with respect to which the Manager desires to retain the Sub-Adviser to
render sub-investment advisory services hereunder, the Manager shall so notify
the Sub-Adviser in writing, indicating the advisory fee to be payable with
respect to the additional Fund. If the Sub-Adviser is willing to render such
services, it shall so notify the Manager in writing, whereupon such Fund shall
become a Fund under this
Agreement. In such event, a writing signed by both the Manager and the
Sub-Adviser shall evidence an amendment to Schedule A as a part hereof
indicating that such additional Fund has become a Fund hereunder and reflecting
the agreed-upon fee schedule for such Fund.
2. REPRESENTATIONS AND WARRANTIES. As of the effective date of this
Agreement, the Sub-Adviser is and shall remain registered as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), unless exempt from registration thereunder.
3. SUB-ADVISORY DUTIES. Subject to the supervision of the Board of
Trustees of the Investment Company (the "Board") and of the Manager, the
Sub-Adviser shall provide the Investment Company with such investment research,
advice and supervision as the Investment Company may from time to time consider
necessary for the proper management of the assets of each Fund, shall furnish
continuously an investment program for each Fund, shall determine from time to
time which securities or other investments shall be purchased, sold or exchanged
and what portions of each Fund shall be held in the various securities or other
investments or cash, and shall take such steps as are necessary to implement an
overall investment plan for each Fund, including providing or obtaining such
services as may be necessary in managing, acquiring or disposing of securities,
cash or other investments.
The Manager has furnished or will furnish the Sub-Adviser with copies
of the Investment Company's registration statement, Declaration of Trust, and
Bylaws as currently in effect and agrees during the continuance of this
Agreement to furnish the Sub-Adviser with copies of any amendments or
supplements thereto before or at the time the amendments or supplements become
effective. The Sub-Adviser will be entitled to rely on all documents furnished
by the Manager.
The Sub-Adviser represents that in performing sub-investment advisory
services for each Fund, the Sub-Adviser shall ensure that: (1) each Fund shall
comply with Section 817(h) of the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations issued thereunder, specifically Regulation Section
1.817-5, relating to the diversification requirements for variable annuity,
endowment, and life insurance contracts, and any amendments or other
modifications to such Section or regulations; (2) the Sub-Adviser's activities
do not disqualify any Fund as a regulated investment company under Subchapter M
of the Code or any successor provision; and (3) any and all applicable state
insurance law restrictions on investments that operate to limit or restrict the
investments that a Fund may otherwise make and which the Manager has provided to
the Sub-Adviser in writing are complied with as well as any changes thereto.
Except as instructed by the Board, the Sub-Adviser shall also make decisions for
the Investment Company as to the manner in which voting rights, rights to
consent to corporate action, and any other rights pertaining to the Investment
Company's securities shall be exercised. If the Board at any time makes any
determination as to investment policy and notifies the Sub-Adviser of such
determination, the Sub-Adviser shall be bound by such determination for the
period, if any, specified in the notice or until similarly notified that such
determination has been revoked.
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The Sub-Adviser will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available state of the art
technology to offer products that are Year 2000 compliant, including, but not
limited to, century recognition of dates, calculations that correctly compute
same century and multi century formulas and date values, and interface values
that reflect the date issues arising between now and the next one-hundred years,
and, if any changes are required, the Sub-Adviser will make the changes to its
products at no cost to the Manager or the Investment Company and in a
commercially reasonable time frame and will require third-party suppliers to do
likewise.
As part of carrying out its obligations to manage the investment and
reinvestment of the assets of each Fund consistent with the requirements under
the 1940 Act, the Sub-Adviser shall:
(a) Invest the Funds' assets in accordance with the
investment policies of each Fund as set forth in the
Investment Company's registration statement;
(b) Seek out and implement specific investment
opportunities, consistent with any investment
strategies approved by the Manager and Board;
(c) Take such steps as are necessary to implement any
overall investment strategies approved by the Manager
and the Board for each Fund, including making and
carrying out day-to-day decisions to acquire or
dispose of permissible investments, managing
investments and any other property of the Fund, and
providing or obtaining such services as may be
necessary in managing, acquiring or disposing of
investments;
(d) Regularly report to the Manager and the Board with
respect to the implementation of any approved overall
investment strategy and any other activities in
connection with management of the assets of each Fund
including furnishing, within 60 days after the end of
each calendar quarter, a statement of investment
performance for the period since the last report and
a schedule of investments and other assets of each
Fund as of the end of the quarter;
(e) Maintain all required accounts, records, memoranda,
instructions or authorizations relating to the
acquisition or disposition of investments for each
Fund and the Investment Company and provide copies of
such documents to the Manager upon request;
(f) Furnish any personnel, office space, equipment and
other facilities necessary for the performance of its
obligations as contemplated in this Agreement;
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(g) Provide upon request accounting or other data
concerning the Investment Company's investment
activities to the Investment Company or its custodian
or administrator, to assist the Investment Company in
preparing and filing all periodic financial reports
or other documents required to be filed with the
Securities and Exchange Commission and any other
regulatory entity; and
(h) Provide information upon request from a custodian
and/or administrator to assist in calculating, each
business day, the net asset value of the shares of
each Fund in accordance with applicable law.
4. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE. The Sub-Adviser shall
take, on behalf of each Fund, all actions which it deems necessary to implement
the investment policies of such Fund, and in particular, to place all orders for
the purchase or sale of portfolio investments for the account of each Fund with
brokers, dealers, futures commission merchants or banks selected by the
Sub-Adviser. The Sub-Adviser also is authorized as the agent of the Investment
Company to give instructions to any other party serving as custodian of the
Investment Company as to deliveries of securities and payments of cash for the
account of each Fund. In selecting brokers or dealers and placing purchase and
sale orders with respect to assets of the Funds, the Sub-Adviser is directed at
all times to seek to obtain best execution and price within the policy
guidelines determined by the Board and set forth in the current registration
statement. Subject to this requirement and the provisions of the 1940 Act, the
Advisers Act, the Securities Exchange Act of 1934, as amended, and other
applicable provisions of law, the Sub-Adviser may select brokers or dealers that
are affiliated with the Sub-Adviser or the Investment Company.
In addition to seeking the best execution and price, the Sub-Adviser
may also take into consideration brokerage, research and statistical
information, wire, quotation and other services provided by brokers and dealers
to the Sub-Adviser. The Sub-Adviser is also authorized to effect individual
securities transactions at commission rates in excess of the minimum commission
rates available, if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage, research and
other services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Sub-Adviser's overall responsibilities with
respect to each Fund. The policies with respect to brokerage allocation,
determined from time to time by the Board are those disclosed in the currently
effective registration statement. The execution of such transactions shall not
be deemed to represent an unlawful act or breach of any duty created by this
Agreement or otherwise. The Sub-Adviser will periodically evaluate the
statistical data, research and other investment services provided to it by
brokers and dealers. Such services may be used by the Sub-Adviser in connection
with the performance of its obligations under this Agreement or in connection
with other advisory or investment operations including using such information in
managing its own accounts.
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5. ACTIVITIES OF THE SUB-ADVISER. The services of the Sub-Adviser are not
deemed to be exclusive, and the Sub-Adviser is free to render services to
others, so long as the Sub-Adviser's services under this Agreement are not
impaired. It is understood that trustees, officers, employees and shareholders
of the Investment Company are or may become interested persons of the
Sub-Adviser, as directors, officers, employees and shareholders or otherwise,
and that directors, officers, employees and shareholders of the Sub-Adviser are
or may become similarly interested persons of the Investment Company, and that
the Sub-Adviser may become interested in the Investment Company as a shareholder
or otherwise.
It is agreed that the Sub-Adviser may use any supplemental investment
research obtained for the benefit of the Investment Company in providing
investment advice to its other investment advisory accounts. The Sub-Adviser or
its affiliates may use such information in managing their own accounts.
Conversely, such supplemental information obtained by the placement of business
for the Sub-Adviser or other entities advised by the Sub-Adviser will be
considered by and may be useful to the Sub-Adviser in carrying out its
obligations to the Investment Company.
Securities or other investments held by a Fund of the Investment
Company may also be held by separate investment accounts or other mutual funds
for which the Sub-Adviser may act as an investment adviser or by the Sub-Adviser
or its affiliates. Because of different investment objectives or other factors,
a particular security may be bought by the Sub-Adviser or its affiliates for one
or more clients when one or more clients are selling the same security. If
purchases or sales of securities for a Fund or other entities for which the
Sub-Adviser or its affiliates act as investment adviser or for their advisory
clients arise for consideration at or about the same time, the Investment
Company agrees that the Sub-Adviser may make transactions in such securities,
insofar as feasible, for the respective entities and clients in a manner deemed
equitable to all. To the extent that transactions on behalf of more than one
client of the Sub-Adviser during the same period may increase the demand for
securities being purchased or the supply of securities being sold, the
Investment Company recognizes that there may be an adverse effect on price.
It is agreed that, on occasions when the Sub-Adviser deems the purchase
or sale of a security to be in the best interest of a Fund as well as other
accounts or companies, it may, to the extent permitted by applicable laws or
regulations, but will not be obligated to, aggregate the securities to be sold
or purchased for other accounts or companies in order to obtain favorable
execution and lower brokerage commissions or prices. In that event, allocation
of the securities purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in accordance with any written
procedures maintained by the Sub-Adviser or, if there are no such written
procedures, in the manner it considers to be most equitable and consistent with
its fiduciary obligations to the Investment Company and to such other accounts
or companies. The Investment Company recognizes that in some cases this
procedure may adversely affect the size of the position obtainable for a Fund.
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6. BOOKS AND RECORDS. The Sub-Adviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31a-2 under the 1940
Act, all records relating to the Investment Company's investments that are
required to be maintained by the Investment Company pursuant to the requirements
of Rule 31a-1 of the 1940 Act.
The Sub-Adviser agrees that all books and records which it maintains
for the Investment Company are the property of the Investment Company and
further agrees to surrender promptly to the Investment Company any such books,
records or information upon the Investment Company's request; provided that the
Sub-Adviser may retain copies thereof. All such books and records shall be made
available, within five business days of a written request, to the Investment
Company's accountants or auditors during regular business hours at the
Sub-Adviser's offices. The Investment Company or its authorized representative
shall have the right to copy any records in the possession of the Sub-Adviser
that pertain to the Investment Company. Such books, records, information or
reports shall be made available to properly authorized government
representatives consistent with state and federal law and/or regulations. In the
event of the termination of this Agreement, all such books, records or other
information shall be returned to the Investment Company free from any claim or
assertion of rights by the Sub-Adviser.
The Sub-Adviser further agrees that it will not disclose or use any
records or information obtained pursuant to this Agreement in any manner
whatsoever except as authorized in this Agreement and that it will keep
confidential any information obtained pursuant to this Agreement and disclose
such information only if the Investment Company or Manager have authorized such
disclosure, or if such disclosure is required by federal or state regulatory
authorities.
7. REPORTS TO SUB-ADVISER. The Manager agrees to furnish the Sub-Adviser
at its principal office all Fund prospectuses, proxy statements, reports to
stockholders, sales literature or other material prepared for distribution to
shareholders of the Investment Company or the public, which refer in any way to
the Sub-Adviser, five (5) days, or as reasonably practicable, prior to use
thereof and not to use such material if the Sub-Adviser should object thereto in
writing within five (5) days after receipt of such material; provided, however,
that the Sub-Adviser hereby approves all uses of its name which merely refer in
accurate terms to its appointment as investment Sub-Adviser hereunder, which
merely identifies the Investment Company, or which are required by the
Commission or a state securities commission. In the event of termination of this
Agreement, the Manager shall, on written request of the Sub-Adviser, forthwith
delete any references to the Sub-Adviser from any materials described in the
preceding sentence. The Manager shall furnish or otherwise make available to the
Sub-Adviser such other information relating to the business affairs of the
Investment Company as the Sub-Adviser at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.
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8. PROXIES. Unless the Manager or the Investment Company gives written
instructions to the contrary, the Sub-Adviser shall vote or not vote all proxies
solicited by or with respect to the issuers of securities in which assets of any
Fund may be invested. The Sub-Adviser shall use its best good faith judgment to
vote or not vote such proxies in a manner which best serves the interests of the
affected Fund's shareholders.
9. EXPENSES. During the term of this Agreement, the Sub-Adviser shall pay
all of its own expenses incurred by it in connection with its activities under
this Agreement and the Manager or the Funds of the Investment Company shall bear
all expenses that are incurred in the Investment Company's operations not
specifically assumed by the Sub-Adviser.
10. COMPENSATION OF THE SUB-ADVISER. For the services to be rendered by
the Sub-Adviser as provided in this Agreement, the Manager shall pay to the
Sub-Adviser such compensation as is designated in Schedule A to this Agreement,
so long as the Sub-Adviser has not waived in writing all or a portion of such
compensation.
11. DURATION, AMENDMENT AND TERMINATION. This Agreement shall become
effective with respect to each Fund on the date first above written. With
respect to any Additional Funds, provided the provisions of Section 1, Paragraph
(b) have been complied with, this Agreement will become effective on the date on
which the Agreement is approved in accordance with Section 15 of the 1940 Act.
This Agreement, unless sooner terminated as provided herein, shall continue for
each Fund for periods of one (1) year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Investment Company who are not parties
to this Agreement or "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any
such party, cast in person at a meeting called for the purpose of voting such
approval, and (b) by the Board of Trustees of the Investment Company or by vote
of a majority of the outstanding voting securities of the Fund (as defined in
the 1940 Act).
This Agreement may be amended as to a Fund by the parties only if such
amendment is specifically approved by (a) the vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act), and (b)
a majority of those Trustees who are not parties to this Agreement or interested
persons of any such party cast in person at a meeting called for the purpose of
voting on such approval; each as required by the 1940 Act.
This Agreement may be terminated by the Manager, the Sub-Adviser, or
the Investment Company on behalf of a Fund, at any time on sixty (60) days'
written notice, without the payment of any penalty. Termination by the
Investment Company on behalf of a Fund may be effected by vote of a majority of
those members of the Board of Trustees who are not "interested persons" (as
defined in the ▇▇▇▇ ▇▇▇) of the Manager or the Investment Company, or by the
vote of either the majority of the entire Board of Trustees of the Investment
Company, or by vote of a majority of the outstanding voting securities of a Fund
with respect to which the Agreement is
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being terminated. This Agreement will automatically and immediately terminate in
the event of its assignment (as defined in the 1940 Act).
12. CHOICE OF LAW. This Agreement shall be construed in accordance with
the laws of the State of Delaware (without regard for conflict of law
provisions) and any applicable federal law.
13. LIMITATION OF LIABILITY.
(a) The Agreement and Declaration of Trust, dated
January 9, 1998, as amended from time to time,
establishing the Investment Company, which is hereby
referred to and a copy of which is on file with the
Secretary of State of Delaware, provides that the
name Sage Life Investment Trust means the Trustees
from time to time serving (as Trustees but not
personally) under said Declaration of Trust. It is
expressly acknowledged and agreed that the
obligations of the Investment Company shall not be
binding upon any of the shareholders, trustees,
officers, employees or agents of the Investment
Company, personally, but shall bind only the trust
property of the Investment Company, as provided in
its Declaration of Trust. The execution and delivery
of this Agreement have been authorized by the
Trustees of the Investment Company and such
authorization by such Trustees shall not be deemed to
have been made by any of them individually or to
impose any liability on any of them personally.
(b) In the absence of (1) willful misfeasance, bad faith
or gross negligence on the part of the Sub-Adviser in
performance of its obligations and duties hereunder,
(2) reckless disregard by the Sub-Adviser of its
obligations and duties hereunder, or (3) a loss
resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services
(in which case, any award of damages shall be limited
to the period and the amount set forth in section
36(b)(3) of the 1940 Act), the Sub-Adviser shall not
be subject to any liability whatsoever to the Manager
or the Investment Company, or any shareholder of the
Investment Company, for any error of judgement,
mistake of law or any other act or omission in the
course of, or connected with, rendering services
hereunder including, without limitation, for any
losses that may be sustained in connection with the
purchase, holding, redemption or sale of any security
on behalf of the Investment Company.
(c) In the absence of (1) willful misfeasance, bad faith
or gross negligence on the part of the Manager in
performance of its obligations and duties hereunder,
(2) reckless disregard by the Manager of its
obligations and duties hereunder, or (3) a loss
resulting from a breach of fiduciary duty
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with respect to the receipt of compensation for
services (in which case, any award of damages shall
be limited to the period and the amount set forth in
section 36(b)(3) of the 1940 Act), the Manager shall
not be subject to any liability whatsoever to the
Sub-Adviser or the Investment Company, or any
shareholder of the Investment Company, for any error
of judgement, mistake of law or any other act or
omission in the course of, or connected with,
rendering services hereunder including, without
limitation, for any losses that may be sustained in
connection with the purchase, holding, redemption
or sale of any security on behalf of the Investment
Company.
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IN WITNESS WHEREOF, the due execution hereof as of the date first above written.
SAGE ADVISORS, INC.
Attest: By:
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Name: Name:
Title: Title:
SSGA FUNDS MANAGEMENT, INC.
Attest: By:
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Name: Name:
Title: Title:
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SCHEDULE A
Funds Subject to this Agreement
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EAFE Equity Index Fund
S&P 500 Equity Index Fund
NASDAQ-100 Index Fund
As consideration for the Sub-Adviser's services to the above Funds, the
Sub-Adviser shall receive from each Fund an annual advisory fee, accrued daily
at the rate of 1/365th of the applicable fee rate and payable monthly on the
first business day of each month, of the following percentages of the Fund's
average daily net assets during the month:
EAFE Equity Index Fund
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0.15% of the first $50,000,000
0.10% of the next $50,000,000
0.08% thereafter
Minimum Annual Fee = $65,000
NASDAQ 100 Index Fund
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0.10% of all assets
No Minimum Annual Fee = $__,000
S&P 500 Equity Index Fund
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0.05% of the first $50,000,000
0.04% of the next $50,000,000
0.02% thereafter
Minimum Annual Fee = $50,000
For the purpose of accruing compensation, the net assets of each Fund shall be
determined in the manner and on the dates set forth in the Declaration of Trust
or the current registration statement of the Trust and, on days on which the net
assets are not so determined, the net asset value computation to be used shall
be as determined on the immediately preceding day on which the net assets were
determined.