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EX. (99)(d)(vi)
SA FUNDS TRUST
INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement (the "Agreement") is made as of the
___ day of October, 2000 by and between Assante Asset Management Inc.
("Adviser") and Alliance Capital Management L.P. acting through its ▇▇▇▇▇▇▇▇▇
Investment Research and Management unit ("Sub-Adviser").
W I T N E S S E T H
WHEREAS, Adviser is the investment adviser of the SA Funds Trust (the "Fund
Group"), an open-end diversified, management investment company organized as a
Delaware business trust and registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), currently consisting of numerous separate series or
portfolios;
WHEREAS, Adviser desires to retain Sub-Adviser to furnish investment
advisory services for the portfolio (the "Portfolio") identified in Exhibit A
hereto, as such Exhibit may be amended from time to time.
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
1. APPOINTMENT. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Portfolio for the period and on the
terms set forth in this Agreement. Sub-Adviser hereby accepts such appointment
and agrees to furnish the services on the terms set forth in this Agreement.
2. SUB-ADVISER SERVICES. Subject always to the supervision of the Fund
Group's Board of Trustees and Adviser, Sub-Adviser will furnish an investment
program in respect of, and make investment decisions for, such portion of the
assets of the Portfolio as Adviser shall from time to time designate (such
portion is referred to herein as a "Portfolio Segment") and place all orders for
the purchase and sale of securities on behalf of the Portfolio Segment. In the
performance of its duties, Sub-Adviser will satisfy its fiduciary duties to the
Portfolio and will monitor the Portfolio Segment's investments, and will comply
with the stated investment objectives, policies and restrictions of the
Portfolio as set forth in the prospectus and Statement of Additional Information
for the Portfolio, as amended from time to time, as well as any other written
objectives, policies or limitations as may be provided to and accepted by
Sub-Adviser from Adviser in writing from time to time.
Sub-Adviser will provide reports at least quarterly to the Fund Group's
Board of Trustees and to Adviser. Sub-Adviser will make its officers and
employees available to Adviser and the Board of Trustees from time to time at
reasonable times to review investment policies of the Portfolio with respect to
the Portfolio Segment and to consult with Adviser regarding the investment
affairs of the Portfolio Segment.
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Sub-Adviser agrees that it:
(a) will use the same skill and care in providing such services as it uses
in providing services to fiduciary accounts for which it has investment
responsibilities;
(b) will comply with all applicable provisions of the 1940 Act and rules
and regulations of the Securities and Exchange Commission in all material
respects and in addition will conduct its activities under this Agreement
in accordance, with any applicable laws and regulations of any governmental
authority pertaining to its investment advisory activities;
(c) is authorized to and will select the brokers or dealers that will
execute the purchases and sales of portfolio securities for the Portfolio
Segment and is hereby authorized as the agent of the Portfolio to give
instructions to the Fund Group's custodian as to deliveries of securities
or other investments and payments of cash of the Portfolio Segment for the
account of the Portfolio. In making such selection, Sub-Adviser is directed
to use its best efforts to obtain best execution, taking into account all
appropriate factors, including price, dealer spread or commission, size and
difficulty of the transaction and research or other services provided. It
is understood that Sub-Adviser will not be deemed to have acted unlawfully,
or to have breached a fiduciary duty to the Portfolio, or be in breach of
any obligation owing to the Portfolio under this Agreement, or otherwise,
solely by reason of its having caused the Portfolio to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction of the Portfolio in excess of the amount of
commission another member of an exchange, broker or dealer would have
charged if Sub-Adviser determined in good faith that the commission paid
was reasonable in relation to the brokerage and research services provided
by such member, broker, or dealer, viewed in terms of that particular
transaction or Sub-Adviser's overall responsibilities with respect to the
accounts as to which it exercises investment discretion;
(d) is authorized to consider for investment by the Portfolio Segment
securities that may also be appropriate for other clients served by
Sub-Adviser. To assure fair treatment of the Portfolio Segment and all
other clients of Sub-Adviser in situations in which two or more clients'
accounts participate simultaneously in a buy or sell program involving the
same security, such transactions will be allocated among the Portfolio
Segment and other clients in a manner deemed equitable by Sub-Adviser.
Sub-Adviser is authorized to aggregate purchase and sale orders for
securities held (or to be held) in the Portfolio Segment with similar
orders being made on the same day for other eligible client accounts or
portfolios managed by Sub-Adviser. When an order is so aggregated, the
actual prices applicable to the aggregated transaction will be averaged and
the Portfolio Segment and each other account or portfolio participating in
the aggregated transaction will be treated as having purchased or sold its
portion of the securities at such average price. Adviser and the Fund Group
understand that Sub-Adviser may not be able to aggregate transactions
through brokers or dealers designated by Adviser with transactions through
brokers or dealers selected by Sub-Adviser, in which event the prices paid
or
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received by the Portfolio Segment will not be so averaged and may be higher
or lower than those paid or received by other accounts or portfolios of
Sub-Adviser;
(e) will report regularly to Adviser and to the Fund Group's Board of
Trustees and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser and the Board of Trustees on a
regular basis at reasonable times the management of the Portfolio Segment,
including without limitation, review of the, general investment strategies
of the Portfolio Segment, the performance of the Portfolio Segment in
relation to standard industry indices and general conditions affecting the
marketplace, and will provide various other reports from time to time as
reasonably requested by Adviser;
(f) will vote all proxies with respect to securities in the Portfolio
Segment; and
(g) will act upon reasonable instructions from Adviser which, in the
reasonable determination of Sub-Adviser, are not inconsistent with
Sub-Adviser's fiduciary duties under this Agreement.
3. EXPENSES. During the term of this Agreement, Sub-Adviser will provide
the office space, furnishings, equipment and personnel required to perform its
activities under this Agreement, and will pay all customary expenses incurred by
it in connection with its activities under this Agreement, which shall not
include the cost of securities (including brokerage commissions, if any)
purchased for the Portfolio Segment.
4. COMPENSATION. For the services provided under this Agreement, Adviser
will pay Sub-Adviser a sub-advisory fee computed and paid as set forth in
Exhibit B hereto.
5. OTHER SERVICES. Sub-Adviser will for all purposes herein be deemed to
be an independent contractor and will, unless otherwise expressly provided or
authorized, have no authority to act for or represent Adviser, the Fund Group or
a Portfolio or otherwise be deemed an agent of Adviser, the Fund Group or a
Portfolio. Adviser understands and has advised the Fund Group's Board of
Trustees that Sub-Adviser acts as an investment adviser or sub-investment
adviser to other investment companies and other advisory clients. Sub-Adviser
understands that during the term of this Agreement Adviser may retain one or
more other sub-advisers with respect to any portion of the assets of a Portfolio
other than the Portfolio Segments.
6. AFFILIATED BROKER. In connection with the purchase or sale of
securities or other investments for the Portfolio Segment, Sub-Adviser may
allocate orders for purchase and sale transactions to any broker-dealer
affiliated with Sub-Adviser ("Affiliated Broker"), and may cause the Portfolio
or the Fund Group to compensate an Affiliated Broker for effecting such
transactions, subject to: (a) the requirement that the Affiliated Broker seek to
obtain best execution as set forth above; (b) compliance with procedures adopted
by the Fund Group pursuant to Rule 17e-1 under the 1940 Act; (c) the provisions
of the Investment Advisers Act of 1940, as amended (the "Advisers Act"); (d) the
provisions of the Securities Exchange Act of
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1934, as amended; and (e) other applicable provisions of law. Subject to the
requirements of applicable law and any procedures adopted by the Fund Group's
Board of Trustees, an Affiliated Broker may receive brokerage commissions, fees
or other remuneration from the Portfolio or the Fund Group for such services in
addition to Sub-Adviser's fees for services under this Agreement.
Sub-Adviser understands that any broker-dealer affiliated with another
investment adviser to the same Portfolio (i.e., with respect to another
portfolio segment) is subject to the same limitations. Adviser will inform
Sub-Adviser of any such Portfolio affiliated broker-dealers.
Adviser or the Fund Group may revoke any or all of the consents and
authorizations given hereby at any time and without penalty by providing written
notice to Sub-Adviser.
7. REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants
that it is registered with the Securities and Exchange Commission under the
Advisers Act. Sub-Adviser agrees that it shall remain so registered throughout
the term of this Agreement and shall notify Adviser immediately if Sub-Adviser
ceases to be so registered as an investment adviser. Sub-Adviser will advise
Adviser of any change in the membership of its general partners within a
reasonable time after any such change. Sub-Adviser further represents and
warrants that it: (a) is duly organized and validly existing under the laws of
the state of its organization with the power to own and possess its assets and
carry on its business as it is now being conducted; (b) has the authority to
enter into and perform the services contemplated by this Agreement; (c) is not
prohibited by the 1940 Act or the Advisers Act from performing the services
contemplated by this Agreement; (d) has met, and will continue to seek to meet
for the duration of this Agreement, any other applicable federal or state
requirements, and the applicable requirements of any regulatory or industry
self-regulatory agency, necessary to be met in order to perform its services
under this Agreement; and (e) will promptly notify Adviser of the occurrence of
any event that would disqualify it from serving as an investment adviser to an
investment company pursuant to Section 9(a) of the 1940 Act. In addition,
Sub-Adviser represents that it has provided Adviser with copies of each of the
following documents: (i) Sub-Adviser's Form ADV as filed with the Securities
Exchange Commission; and (ii) separate lists of persons who Sub-Adviser wishes
to have authorized to give written and/oral instructions to the custodians of
the Fund Group's assets for the Portfolio. Sub-Adviser will furnish Adviser from
time to time with copies, properly certified or otherwise authenticated, of all
material amendments of or supplements to the foregoing, if any. Such amendments
or supplements as to items (i) through (ii) will be provided within 10 days of
the time such materials became available to Sub-Adviser.
8. BOOKS AND RECORDS. Sub-Adviser will maintain, in the form and for the
period required by Rule 31a-2 under the 1940 Act, all records relating to the
Portfolio Segment's investments that are required to be maintained by the Fund
Group pursuant to the requirements of paragraphs (b)(5), (b)(6), (b)(7), (b)(9),
(b)(10) and (f) of Rule 3la-1 under the 1940 Act. Sub-Adviser agrees that all
books and records which it maintains In connection with its management of the
Portfolio Segments are the property of the Fund Group and further agrees to
surrender promptly to the Adviser or the Fund Group any such books, records or
information
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upon the Adviser's or the Fund Group's request (provided, however, that
Sub-Adviser may retain copies of such records). All such books and records shall
be made available, under reasonable notice, to the Fund Group's accountants or
auditors during regular business hours at Sub-Adviser's offices. Adviser and the
Fund Group or either of their authorized representative shall have the right to
copy any records in the possession of Sub-Adviser which pertain to the Portfolio
or the Fund Group. 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 Adviser or the Fund Group, provided, however, that Sub-Adviser may retain
copies of such records.
Sub-Adviser agrees that it will not disclose or use any records or
confidential information obtained pursuant to this Agreement in any manner
whatsoever except as authorized in this Agreement or in writing by Adviser or
the Fund Group, or if such disclosure is required by federal or state,
regulatory authorities. Sub-Adviser may disclose the investment performance of
the Portfolio Segment, provided that such disclosure does not reveal the
identity of Adviser, the Portfolio or the Fund Group. Sub-Adviser may, however,
disclose that Adviser, the Fund Group and the Portfolio are its clients.
9. CODE OF ETHICS. Sub-Adviser has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act and will
provide Adviser and the Fund Group with a copy of such code. Within 20 days of
the end of each calendar quarter during which this Agreement remains in effect,
an officer of Sub-Adviser shall certify to Adviser or the Fund Group that the
procedures it has in place are reasonable to ensure compliance with its code of
ethics, that its code of ethics continues to contain the necessary requirements
to satisfy Rule 17j-1, and that there have been no violations of Sub-Adviser's
code of ethics or, if any violation has occurred, the nature of such violation
and of the action taken in response to such violation.
10. LIMITATION OF LIABILITY. Neither Sub-Adviser nor any of its directors,
officers, stockholders, agents or employees shall have any liability to Adviser,
the Fund Group or any shareholder of the Fund Group for any error of judgment,
mistake of law, or loss arising out of any investment, or for any other act or
omission in the performance by Sub-Adviser of its duties hereunder, except for
liability resulting from willful misfeasance, bad faith, or gross negligence on
Sub-Adviser's part in the, performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.
Sub-Adviser agrees to indemnify and defend Adviser, its officers,
directors, employees and any person who controls Adviser for any loss or expense
(including reasonable attorneys' fees) arising out of or in connection with any
action, suit or proceeding relating to any actual or alleged material
misstatement or omission in the Fund Group's registration statement, any proxy
statement, or any communication to current or prospective investors in the
Portfolio if such material misstatement or omission was made in reliance upon
and in conformity with written information furnished by Sub-Adviser to Adviser
or the Fund Group.
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Adviser agrees to indemnify and defend Sub-Adviser, its officers,
directors, employees and any person who controls Sub-Adviser for any loss or
expense (including reasonable attorneys' fees) arising out of or in connection
with any action, suit or proceeding relating to any actual or alleged material
misstatement or omission in the Fund Group's registration statement, any proxy
statement, or any communication to current or prospective investors in the
Portfolio (other than any material misstatement or omission made in reliance
upon and in conformity with written information furnished by Sub-Adviser to
Adviser or the Fund Group).
11. TERM AND TERMINATION. This Agreement shall become effective with
respect to the Portfolio Segment on the first date that the Adviser transfers
assets to, and the same are confirmed by, the Sub-Advisor representing any part
of the Portfolio Segment, and shall remain in full force for two years
thereafter, unless sooner terminated, as hereinafter provided. This Agreement
shall continue in force from year to year thereafter with respect to the
Portfolio, but only as long as such continuance is specifically approved for the
Portfolio at least annually in the manner required by the 1940 Act and the rules
and regulations thereunder; provided, however, that if the continuation of this
Agreement is not approved for a Portfolio, Sub-Adviser may continue to serve in
such capacity for such Portfolio in the manner and to the extent permitted by
the 1940 Act and the rules and regulations thereunder.
This Agreement shall terminate as follows:
(a) This Agreement shall automatically terminate in the event of its
assignment (as defined in the Advisers Act) (subject to such superceding
terms and provisions as may apply by SEC exemptive order),
(b) This Agreement may be terminated at any time without the payment of
any penalty by Adviser or by Sub-Adviser on sixty days written notice to
the other party. This Agreement may also be terminated by the Fund Group
with respect to the Portfolio by action of the Board of Trustees or by a
vote of a majority of the outstanding voting securities of the Portfolio
(as defined in the ▇▇▇▇ ▇▇▇) on sixty days written notice to Sub-Adviser by
the Fund Group.
(c) This Agreement may be terminated with respect to the Portfolio at any
time without payment of any penalty by Adviser, the Board of Trustees or a
vote of majority of the outstanding voting securities of such Portfolio in
the event that Sub-Adviser or any officer or director of Sub-Adviser has
taken any action which results in a material breach of the covenants of
Sub-Adviser under this Agreement.
(d) This Agreement shall automatically terminate in the event the
investment management agreement between Adviser and the Fund Group with
respect to a Portfolio is terminated, assigned or not renewed.
Termination of this Agreement shall not affect the right of Sub-Adviser to
receive payments of any unpaid balance of the compensation described in Section
4 earned prior to such termination.
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12. NOTICE. Any notice under this Agreement by a party shall be in
writing, addressed and personally delivered, mailed postage prepaid, or sent by
facsimile transmission with confirmation of receipt, to the other party at such
address as such other party may designate in writing for the receipt of such
notice.
13. ADVISER REPRESENTATIONS AND RESPONSIBILITY. Adviser represents and
warrants that it has all requisite power and authority to execute, deliver and
perform this Agreement, that the execution and delivery of this Agreement has
been duly authorized and when so executed and delivered will be binding upon
Adviser in accordance with its terms. Adviser will deliver to Sub-Adviser such
evidence of its authority with respect to this Agreement as Sub-Adviser may
reasonably require, whether by way of a certified resolution or otherwise.
Adviser will provide Sub-Adviser with copies of the Fund Group's constituent
documents, prospectus, and Statement of Additional Information and any amendment
thereto, and any objectives, policies or limitations not appearing therein as
they may be relevant to Sub-Adviser's performance under this Agreement;
provided, however, that no changes or modifications to the foregoing shall be
binding on Sub-Adviser until it is notified thereof.
16. MISCELLANEOUS. This Agreement sets forth the entire understanding of
the parties with respect to the subject matter hereof and may be amended only by
written consent of both parties. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement is held or made, invalid by a court decision,
statute, rule or otherwise, the remainder of this Agreement will not be affected
thereby. This Agreement will be binding upon and shall inure to the benefit of
the parties and their respective successors.
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17. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of New York.
IN WITNESS WHEREOF, Adviser and Sub-Adviser have caused this Agreement to
be executed as of the date and year first above written.
ASSANTE ASSET MANAGEMENT INC.
By: _______________________________
Name:
Title:
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, its General Partner
By: _______________________________
Name:
Title:
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EXHIBIT A
PORTFOLIO(S)
SA U.S. Large Cap Value Strategy Fund
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EXHIBIT B
FEE SCHEDULE
Adviser shall pay Sub-Adviser with respect to the Portfolio Segment each
calendar month during the term of this Agreement, a fee based on the average
daily net assets of the Portfolio Segment, at the following annual rates:
.600% of the first $10 million of assets under management;
.500% on the next $15 million of assets under management;
.400% on the next $25 million of assets under management;
.300% on the next $50 million of assets under management,
.250% on the next $50 million of assets under management;
.225% on the next $50 million of assets under management;
.200% on the next $50 million of assets under management;
.175% on the next $50 million of assets under management; and
.150% of assets under management thereafter.
Sub-Adviser's fee shall be accrued daily at 1/365th of the annual rate set forth
above. For the purpose of accruing compensation, the net assets of the Portfolio
Segment will be determined in the manner and on the dates set forth in the
current prospectus of the Fund Group with respect to the Portfolio and, on days
on which the net assets are not so determined, the net asset value computation
to be used will be as determined on the immediately preceding day on which the
net assets were determined. Upon the termination of this Agreement, all
compensation due through the date of termination will be calculated on a
pro-rata basis through the date of termination and paid within thirty business
days of the date of termination.