Exhibit Index
Exhibit No. Exhibit
5 (c) Form of Sub-Advisory Agreement between Conning Asset Management Company
10 (a)(b) Opinion and Consent of Counsel
Exhibit 5(c)
SUB-ADVISORY AGREEMENT
BETWEEN
SAGE ADVISORS, INC.
AND
CONNING ASSET MANAGEMENT COMPANY
This Agreement is made as of [the effective date of the
Fund's registration statement] between Sage Advisors, Inc.
(the Manager) and Conning Asset Management Company, a
Missouri corporation (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 [
], 1998 (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 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.
- 81 -
(b) Additional Funds: In the event that the Investment
Company 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 make every effort to 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) each Fund
continuously qualifies 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 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.
The Sub-Adviser further represents and warrants that it
has taken all necessary steps to ensure that it has fully
addressed all Year 2000 transition issues, and that none of
the Manager nor its affiliates, the Investment Company, nor
owners of variable contracts funded by the Funds, will
experience any material negative effect from the
Sub-Adviser's Year 2000 transition.
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) Perform research and obtain and analyze pertinent
economic, statistical, and financial data relevant to the
investment policies of each Fund as set forth in the
Investment Company's registration statement;
(b) Consult with the Manager and the Board and furnish
to the Board recommendations with respect to an overall
investment strategy for each Fund for approval,
modification, or rejection by the Board;
(c) Seek out and implement specific investment
opportunities, consistent with any investment strategies
approved by the Manager and Board;
(d) 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;
(e) 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;
(f) 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;
(g) Furnish any personnel, office space, equipment and
other facilities necessary for the operation of each Fund as
contemplated in this Agreement;
(h) 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
(i) 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.
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.
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 and Rule 2a-7 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 and Rule 2a-7 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. 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.
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.
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 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 two (2) years following the effective date of
this Agreement with respect to that Fund, if approved in
accordance with Section 15 of the 1940 Act, and thereafter
shall continue automatically 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 1940 Act) 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 1940 Act) 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 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) In performing its services under this Agreement, the
Sub-Adviser agrees that it is a fiduciary of the Investment
Company and that it will perform its duties and
responsibilities with the care, skill, prudence and
diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like
character and with like aims. The Sub-Adviser shall not be
liable for any loss, liability, or damage incurred by the
Investment Company or the Manager as a result of any
investment decision, recommendation, or other action taken
or omitted in what the Sub-Adviser, in good faith, believes
to be the proper performance of its duties under this
Agreement, except that the Sub-Adviser shall be liable and
indemnify the Investment Company and/or the Manager to the
extent that such loss, liability, or damage results from (i)
a failure of the Sub-Adviser to satisfy its standard of care
set forth above; (ii) the negligence or bad faith of the
Sub-Adviser or the reckless disregard by the Sub-Adviser of
its obligations and duties under this Agreement; or (iii) a
breach of the Sub-Adviser's fiduciary duty to the Investment
Company with respect to receipt of compensation as specified
in Section 36(b) of the 1940 Act. Notwithstanding the
foregoing, the Sub-Adviser shall not be liable for any
liability, loss or damage resulting from any investment made
by the Sub-Adviser consistent with its standard of care set
forth above or the reliance by the Sub-Adviser on
information provided by the Manager or the Investment
Company.
b) In the event the Manager or the Investment Company
seeks indemnification for a claim alleged by a person who is
not a party to this Agreement (a third party claim), the
Manager or the Investment Company, as applicable, shall, as
a condition to receiving any indemnification pursuant to
Subparagraph (a), above, give prompt written notice of such
third party claim to the Sub-Adviser. The Sub-Adviser shall
have the right to elect to investigate and/or defend such
third party claim and, if such election is made, the Company
shall have the right, at its own expense, to participate in
the defense of such third party claim through counsel of its
own choosing. The Sub-Adviser shall not settle any such
claims unless it obtains by a general release in favor of
the Manager or the Investment Company, as applicable, or
such settlement is consented to by the Manager or the
Investment Company, as applicable. The Sub-Adviser shall not
be required to indemnify the Manager or the Investment
Company with respect to any settlement of a third party
claim that the Sub-Adviser has not approved in writing in
advance.
c) 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.
dc) Nothing herein shall affect any rights or
obligations of the parties under the Advisers Act or
constitute a restriction or waiver of any rights under
applicable federal or state securities laws.
IN WITNESS WHEREOF, the due execution hereof as of the date first above written.
SAGE ADVISORS, INC.
Attest:
By:
Name: Name:
Title: Title:
CONNING ASSET MANAGEMENT COMPANY
Attest:
By:
Name: Name:
Title: Title:
SCHEDULE A
Funds Subject to this Agreement
Money Market Fund
As consideration for the Sub-Adviser's services to the
above Fund, the Sub-Adviser shall receive from the Fund an
annual advisory fee, accrued daily at the rate of 1/365th of
the applicable fee rate and payable quarterly in arrears on
the first business day of each quarter, of the following
percentages of the Fund's average daily net assets during
the month:
Money Market Fund
0.15% of the first $100,000,000
0.10% of the next $200,000,000
0.075% thereafter
For the purpose of accruing compensation, the net
assets of the 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.
Exhibit 10(a)
CONSENT OF XXXXXXXXXX XXXXXX & XXXXXXX
We consent to the reference to our firm under the
heading "Counsel and Independent Accountants" in the
Statement of Additional Informational included in
Pre-Effective No. 3 to the Registration Statement on Form
N-1A for Sage Life Investment Trust (File No. 333-45293). In
giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section
7 of the Securities Act of 1933.
XXXXXXXXXX XXXXXX & XXXXXXX
By: /s/Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
Washington, D.C.
January 28, 1999
Exhibit 10(b)
January 28, 1999
Board of Trustees
Sage Life Investment Trust
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Re: Sage Life Investment Trust
Ladies and Gentlemen:
We have acted as counsel to Sage Life Investment Trust,
a Delaware business trust (the "Trust"), in connection with
Pre-Effective Amendment No. 3 to the Trust's Registration
Statement on Form N-1A filed with the Securities and
Exchange Commission on January 29, 1999 (the "Pre-Effective
Amendment"), and relating to the issuance by the Trust of an
indefinite number of shares of beneficial interest (the
"Shares") of one series of the Trust, the EAFE Equity Index
Fund (the "Fund").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and
the conformity to the originals of all records, documents,
and instruments submitted to us as copies. We have based our
opinion on the following:
(a) the Trust's Trust Instrument dated January 9, 1998
(the "Trust Instrument"), the Trust's Certificate of Trust
(the "Certificate of Trust") as filed with the Secretary of
State of Delaware and the certificate of good standing of
the Trust issued by the Secretary of State of Delaware on
January 22, 1998;
(b) resolutions of the Trustees of the Trust adopted at
a meeting on July 15, 1998, authorizing the establishment of
the Fund and the issuance of the Shares; and
(c) the Pre-Effective Amendment.
Our opinion below is limited to the federal law of the
United States of America and the business trust law of the
State of Delaware. We are not licensed to practice law in
the State of Delaware, and we have based our opinion below
solely on our review of Chapter 38 of Title 12 of the
Delaware Code and the case law interpreting such Chapter as
reported in Delaware Code Annotated. We have not undertaken
a review of other Delaware law or of any administrative
decisions or other court decisions in connection with
rendering this opinion.
Based on the foregoing and our examination of such
questions of law as we have deemed necessary and appropriate
for the purpose of this opinion, and assuming that (i) all
of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their
issuance in accordance with statements in the Trust's
Prospectus included in the Pre-Effective Amendment and in
accordance with the Trust Instrument, (ii) all consideration
for the Shares will be actually received by the Trust, and
(iii) all applicable securities laws will be complied with,
it is our opinion that, when issued and sold by the Trust,
the Shares will be legally issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with the
Pre-Effective Amendment. This opinion may not be relied upon
by you for any other purpose or relied upon by any other
person, firm, corporation or other entity for any purpose,
without our prior written consent. This opinion is rendered
on the date hereof and we have no continuing obligation
hereunder to inform you of changes of law or fact subsequent
to the date hereof or facts of which we have become aware
after the date hereof.
We hereby consent to (i) the reference to our firm as
Legal Counsel in the Prospectus included in the
Pre-Effective Amendment, and (ii) the filing of this opinion
as an exhibit to the Pre-Effective Amendment.
Very truly yours,
First Data Investor Services Group, Inc.
By: /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
January 28, 1999
Board of Trustees
Sage Life Investment Trust
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Re: Sage Life Investment Trust
Ladies and Gentlemen:
We have acted as counsel to Sage Life Investment Trust,
a Delaware business trust (the "Trust"), in connection with
Pre-Effective Amendment No. 3 to the Trust's Registration
Statement on Form N-1A filed with the Securities and
Exchange Commission on January 29, 1999 (the "Pre-Effective
Amendment"), and relating to the issuance by the Trust of an
indefinite number of shares of beneficial interest (the
"Shares") of one series of the Trust, the S&P 500 Equity
Index Fund (the "Fund").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and
the conformity to the originals of all records, documents,
and instruments submitted to us as copies. We have based our
opinion on the following:
(a) the Trust's Trust Instrument dated January 9, 1998
(the "Trust Instrument"), the Trust's Certificate of Trust
(the "Certificate of Trust") as filed with the Secretary of
State of Delaware and the certificate of good standing of
the Trust issued by the Secretary of State of Delaware on
January 22, 1998;
(b) resolutions of the Trustees of the Trust adopted at
a meeting on July 15, 1998, authorizing the establishment of
the Fund and the issuance of the Shares; and
(c) the Pre-Effective Amendment.
Our opinion below is limited to the federal law of the
United States of America and the business trust law of the
State of Delaware. We are not licensed to practice law in
the State of Delaware, and we have based our opinion below
solely on our review of Chapter 38 of Title 12 of the
Delaware Code and the case law interpreting such Chapter as
reported in Delaware Code Annotated. We have not undertaken
a review of other Delaware law or of any administrative
decisions or other court decisions in connection with
rendering this opinion.
Based on the foregoing and our examination of such
questions of law as we have deemed necessary and appropriate
for the purpose of this opinion, and assuming that (i) all
of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their
issuance in accordance with statements in the Trust's
Prospectus included in the Pre-Effective Amendment and in
accordance with the Trust Instrument, (ii) all consideration
for the Shares will be actually received by the Trust, and
(iii) all applicable securities laws will be complied with,
it is our opinion that, when issued and sold by the Trust,
the Shares will be legally issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with the
Pre-Effective Amendment. This opinion may not be relied upon
by you for any other purpose or relied upon by any other
person, firm, corporation or other entity for any purpose,
without our prior written consent. This opinion is rendered
on the date hereof and we have no continuing obligation
hereunder to inform you of changes of law or fact subsequent
to the date hereof or facts of which we have become aware
after the date hereof.
We hereby consent to (i) the reference to our firm as
Legal Counsel in the Prospectus included in the
Pre-Effective Amendment, and (ii) the filing of this opinion
as an exhibit to the Pre-Effective Amendment.
Very truly yours,
First Data Investor Services Group, Inc.
By: /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
January 28, 1999
Board of Trustees
Sage Life Investment Trust
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Re: Sage Life Investment Trust
Ladies and Gentlemen:
We have acted as counsel to Sage Life Investment Trust,
a Delaware business trust (the "Trust"), in connection with
Pre-Effective Amendment No. 3 to the Trust's Registration
Statement on Form N-1A filed with the Securities and
Exchange Commission on January 29, 1999 (the "Pre-Effective
Amendment"), and relating to the issuance by the Trust of an
indefinite number of shares of beneficial interest (the
"Shares") of one series of the Trust, the Money Market Fund
(the "Fund").
In connection with this opinion, we have assumed the
authenticity of all records, documents and instruments
submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons, and
the conformity to the originals of all records, documents,
and instruments submitted to us as copies. We have based our
opinion on the following:
(a) the Trust's Trust Instrument dated January 9, 1998
(the "Trust Instrument"), the Trust's Certificate of Trust
(the "Certificate of Trust") as filed with the Secretary of
State of Delaware and the certificate of good standing of
the Trust issued by the Secretary of State of Delaware on
January 22, 1998;
(b) resolutions of the Trustees of the Trust adopted at
a meeting on July 15, 1998, authorizing the establishment of
the Fund and the issuance of the Shares; and
(c) the Pre-Effective Amendment.
Our opinion below is limited to the federal law of the
United States of America and the business trust law of the
State of Delaware. We are not licensed to practice law in
the State of Delaware, and we have based our opinion below
solely on our review of Chapter 38 of Title 12 of the
Delaware Code and the case law interpreting such Chapter as
reported in Delaware Code Annotated. We have not undertaken
a review of other Delaware law or of any administrative
decisions or other court decisions in connection with
rendering this opinion.
Based on the foregoing and our examination of such
questions of law as we have deemed necessary and appropriate
for the purpose of this opinion, and assuming that (i) all
of the Shares will be issued and sold for cash at the
per-share public offering price on the date of their
issuance in accordance with statements in the Trust's
Prospectus included in the Pre-Effective Amendment and in
accordance with the Trust Instrument, (ii) all consideration
for the Shares will be actually received by the Trust, and
(iii) all applicable securities laws will be complied with,
it is our opinion that, when issued and sold by the Trust,
the Shares will be legally issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with the
Pre-Effective Amendment. This opinion may not be relied upon
by you for any other purpose or relied upon by any other
person, firm, corporation or other entity for any purpose,
without our prior written consent. This opinion is rendered
on the date hereof and we have no continuing obligation
hereunder to inform you of changes of law or fact subsequent
to the date hereof or facts of which we have become aware
after the date hereof.
We hereby consent to (i) the reference to our firm as
Legal Counsel in the Prospectus included in the
Pre-Effective Amendment, and (ii) the filing of this opinion
as an exhibit to the Pre-Effective Amendment.
Very truly yours,
First Data Investor Services Group, Inc.
By: /s/Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
