EXHIBIT 5(c)
FORM OF
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.
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(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.
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 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 0000 Xxx) 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 0000 Xxx) 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. 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.
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.
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DOCUMENT INFORMATION SHEET
FILENAME AND PATH: H:\CS\CL14252\M004\CONNSUB.IA7
DESCRIPTION OF DOCUMENT Sub-Advisory Agreement between Sage Advisors, Inc. and
Conning Asset Management Company
REVISION HISTORY:
June 19, 1998 (11:20am) OPERATOR: jaf
June 15, 1998 (5:10pm) OPERATOR: jaf
June 11, 1998 (10:19am) OPERATOR: jaf
June 2, 1998 (6:30pm) OPERATOR: xxxxxxx
Xxx 27, 1998 (12:55pm) OPERATOR: Xxxxxxxx Xxxxxxx (WP)
INSTRUCTIONS FOR DOCUMENT: Scan and Clean Up
TIME NEEDED: Thursday-5/28 (12:00noon)
ATTORNEY'S NAME: Xxxx X. Xxxxxxx
EXTENSION: x0165
***NOTE***
THIS DOCUMENT IS IN AUTOMATIC PARAGRAPH NUMBERING. PLEASE FOLLOW WHEN ADDING
NEW PARAGRAPHS.
