Sub-Item 77(Q)(e)
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made this 6th day of June, 1996 by
and between Sage/Tso Trust (the "Trust"), a Delaware
business trust and Sage/Tso Investment Management L.P., a
limited partnership (the "Adviser").
1. Duties of Adviser. The Trust hereby appoints the
Adviser to act as investment adviser to America Asia
Allocation Growth Fund (the "Fund") for the period and on
such terms set forth in this Agreement. The Trust employs
the Adviser to manage the investment and reinvestment of the
assets of the Fund, to determine in its discretion the
assets to be held uninvested, to provide the Trust with
records concerning the Adviser's activities which the Trust
is required to maintain, and to render regular reports to
the Trust's officers and Board of Trustees concerning the
Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities
subject to the control of the officers and the Board of
Trustees of the Trust, and in compliance with the
objectives, policies and limitations set forth in the
Trust's Prospectus and Statement of Additional Information.
The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office
space, furnishings, equipment and the personnel required by
it to perform the services on the terms and for the
compensation provided herein.
2. Portfolio Transactions. The Adviser shall provide
the Fund with a trading department. The Adviser shall
select the brokers or dealers that will execute the
purchases and sales of securities for the Fund, and is
directed to use its best efforts to ensure that the best
available price and most favorable execution of securities
transactions for the Fund are obtained. The Fund will bear
all expenses associated with its investment activities,
including, without limitation, brokerage commissions and
custody expenses. Subject to policies established by the
Board of Trustees of the Trust and communicated to the
Adviser, it is understood that the Adviser will not be
deemed to have acted unlawfully, or to have breached a
fiduciary duty to the Trust or in respect of the Fund, or be
in breach of any obligation owing to the Trust or in respect
of the Fund under this Agreement, or otherwise, solely by
reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for
effecting a securities transaction for the Fund in excess of
the amount of commission that another member of an exchange,
broker or dealer would have charged, if the Adviser
determines in good faith that the commission paid was
reasonable in relation to the brokerage or research services
provided by such member, broker or dealer, viewed in terms
of that particular transaction or the Adviser's overall
responsibilities with respect to the accounts, including the
Fund, as to which it exercises investment discretion. The
Adviser will promptly communicate to the officers and
Trustees of the Trust such information relating to Fund
transactions as they may reasonably request.
3. Compensation of the Adviser. For the services to
be rendered by the Adviser as provided in Section 1 and 2 of
this Agreement, the Fund shall pay to the Adviser within
five business days after the end of each calendar month, a
monthly fee of one twelfth of 2.00% of the Fund's average
daily net assets for the month. The net asset value shall
be calculated in the manner provided in the Fund's
Prospectus and Statement of Additional Information then in
effect.
In the event of termination of this Agreement, the fee
provided in this Section 3 shall be paid on a pro rata
basis, based on the number of days when this Agreement was
in effect.
4. Reports. The Fund and the Adviser agree to
furnish to each other such information regarding their
operations with regard to their affairs as each may
reasonably request.
5. Status of Adviser. The services of the Adviser to
the Fund are not to be deemed exclusive, and the Adviser
shall be free to render similar services to others so long
as its services to the Fund are not impaired thereby.
6. Liability of Adviser. In the absence of willful
misfeasance, bad faith, gross negligence or reckless
disregard by the Adviser of its obligations and duties
hereunder, the Adviser shall not be subject to any liability
whatsoever to the Fund, or to any shareholder of the Fund,
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 Fund.
7. Duration and Termination. This Agreement shall
become effective on __________________ 1996, provided that
first it is approved by the Board of Trustees of the Trust,
including a majority of those trustees who are not parties
to this Agreement or interested persons of any party hereto,
in the manner provided in section 15(c) of the Investment
Company Act of 1940, as amended (the "Act"), and by the
holders of a majority of the outstanding voting securities
of the Fund; and shall continue in effect until
________________ 1998. Thereafter, this Agreement may
continue in effect only if such continuance is approved at
least annually by: (i) the Trust's Board of Trustees or,
(ii) by the vote of a majority of the outstanding voting
securities of the Fund; and in either event by a vote of a
majority of those trustees of the Trust who are not parties
to this Agreement or interested persons of any such party in
the manner provided in section 15(c) of the Act. This
Agreement may be terminated by the Trust, at any time,
without the payment of any penalty, by the Board of Trustees
of the Trust or by vote of the holders of a majority of the
outstanding voting securities of the Fund on 60 days'
written notice to the Adviser. This Agreement may be
terminated by the Adviser at any time, without the payment
of any penalty, upon not more than 60 days' written notice
to the Trust. This Agreement will automatically terminate
in the event of its assignment. Any notice under this
Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at the principal
office of such party.
As used in this Section 7, the terms "assignment",
"interested person", and "a vote of a majority of the
outstanding voting securities" shall have the respective
meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the Act and Rule 18f-2 thereunder.
8. Name of Adviser. The parties agree that the
Adviser has a proprietary interest in the name "Sage/Tso
Trust", and the Trust agrees to promptly take such action as
may be necessary to delete from its name and/or the name of
the Trust any reference to the name of the Adviser promptly
after receipt from the Adviser of a written request
therefore.
9. Severability. If any provisions of this Agreement
shall be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement shall not
be affected thereby.
10. Governing Law. This agreement shall be governed
by and construed and interpreted in accordance with the laws
of the Commonwealth of Virginia.
11. Records. All records held by the Adviser which
are required to be maintained and preserved by the Fund in
order to comply with Rules 31 a-1 and 31 a-2 of the Act
remain the property of the Fund and will be surrendered
promptly by the Adviser upon the request of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of this ______ day of
____________, 1996.
ATTEST: SAGE/TSO TRUST
/s/ Xxxxxxx Xxxx /s/ Xxxxx X. Xxx
Xxxxxxx Xxxx, Secretary Xxxxx X. Xxx, President
ATTEST: SAGE/TSO INVESTMENT MANAGEMENT L.P.
/s/ Xxxxxxx Xxxx /s/ Xxxxx X. Xxx
Xxxxxxx Xxxx, Secretary Xxxxx X. Xxx, Managing Partner
