Exhibit 6(a)
FORM OF
DISTRIBUTION AGREEMENT
AGREEMENT effective this ___ day of _______, 1998, between Sage Life
Investment Trust, a Delaware business trust (the "Trust"), and Sage
Distributors, Inc., a Delaware corporation (the "Distributor"), each with
offices at 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
WHEREAS, the Trust is a registered open-end management investment
company, which currently offers shares of its common stock in several series,
each as set forth on Schedule A hereto (the "Current Funds"), and the Trust may
offer shares of one or more additional funds in the future;
WHEREAS, the Trust was originally organized to act as the funding
vehicle for certain individual and group variable life insurance policies and
individual and group variable annuity contracts offered by Sage Life Assurance
of America, Inc. ("Sage Life") or life insurance companies affiliated with Sage
Life through separate accounts of such life insurance companies; and
WHEREAS, in the future, the Trust may also offer its shares to life
insurance companies unaffiliated with Sage Life (together with Sage Life and its
affiliated life insurance companies, the "Life Companies") as a funding vehicle
for variable life insurance policies and variable annuity contracts (together
with the variable life insurance policies and variable annuity contracts offered
by Sage Life and its affiliated life insurance companies, the "Variable
Contracts"), and/or to qualified pension and retirement plans (the "Qualified
Plans"); and
WHEREAS, from time to time, the Trust may enter into sales agreements
with Life Companies that have or will establish one or more separate accounts to
offer Variable Contracts, pursuant to which one or more Funds of the Trust
serves as the underlying funding vehicle for such Variable Contracts; and, under
certain circumstances, may enter into sales agreements with the Qualified Plans;
and
WHEREAS, it is contemplated that, in addition to entering into sales
agreements with Life Companies and/or Qualified Plans and/or their affiliates,
the Distributor shall engage in certain promotional and sales efforts on behalf
of the Trust, as described in the Distribution Plan pursuant to Rule 12b-1
adopted by the Trust concurrent with the effective date of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
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1. (a) The Trust proposes to issue and sell shares of common stock of
the Trust (the "Shares") to separate accounts of Life Companies and to the
Qualified Plans as may be permitted by applicable law and subject to the Trust's
obtaining any necessary regulatory approvals. The Trust hereby appoints the
Distributor as agent to sell the Shares and the Distributor hereby accepts such
appointment. The Shares will be distributed under such terms as are set by the
Trust and will be sold to the separate accounts and the Qualified Plans
permitted to buy the Shares as specified by the Trust's Board of Trustees.
(b) In the event that the Trust from time to time designates
one or more funds in addition to the Current Funds ("Additional Funds"), it
shall notify the Distributor. If the Distributor is willing to perform services
hereunder to the Additional Funds, it shall so notify the Trust. Thereafter, the
Trust and the Distributor shall mutually agree to amend Schedule A to this
Agreement in writing to add the Additional Funds and the Additional Funds shall
be subject to this Agreement, subject to the approval of the Board of Trustees
as set forth in Section 7.(a) below.
2. (a) The Distributor agrees that (i) all Shares sold by the
Distributor shall be sold at the net asset value thereof as described in the
Trust's prospectus, and (ii) the Trust shall receive 100% of such net asset
value.
(b) The Shares will be sold in accordance with any sales
agreements between the Trust and Life Companies and, where applicable, the Trust
and Qualified Plans. The Current Funds and all Additional Funds subject to this
Agreement are referred to collectively as "Funds."
3. (a) All sales literature and advertisements used by the Distributor
in connection with sales of Shares shall be subject to approval by the Trust.
The Trust authorizes the Distributor, in connection with the sales or arranging
for the sale of Shares, to provide only such information and to make only such
statements or representations as are contained in the Trust's then-current
prospectus or in sales literature or advertisements approved by the Trust or in
such financial and other statements which are furnished to the Distributor
pursuant to the next paragraph. The Trust shall not be responsible in any way
for any information provided or statements or representations made by the
Distributor or its representatives or agents other than the information,
statements and representations described in the preceding sentence. The
Distributor shall review all materials submitted to it by Life Companies and
Qualified Plans that describe the Trust, the Shares or the Trust's investment
adviser. The Distributor shall not be responsible for any information provided
or statements or representations made by Life Companies or Qualified Plans,
representatives or agents of Life Companies or Qualified Plans, or any other
persons or entities other than the Distributor's representatives or agents.
(b) The Trust shall keep the Distributor fully informed with
regard to its affairs, shall furnish the Distributor with a certified copy of
all financial statements and a signed copy of each report prepared by its
independent certified public accountants, and shall cooperate fully in the
efforts of the Distributor to sell the Shares and in the performance by the
Distributor of all its duties under this Agreement.
4. (a) The Trust will pay or cause to be paid:
(i) registration fees for registering its shares
under the Securities Act of 1933
(the "1933 Act");
(ii) the expenses, including counsel fees, of
preparing registration statements and such other documents as
the Trust believes are necessary for registering the Shares
with the Securities and Exchange Commission (the "SEC") and
such states as are deemed necessary or appropriate;
(iii) expenses incident to preparing amendments to
registration statements of the Trust under the 1933 Act and
the Investment Company Act of 1940, as amended (the "1940
Act");
(iv) expenses for preparing and setting in type all
prospectuses and the expense of supplying them to the then
existing shareholders or beneficial owners of Shares
(including owners of Variable Contracts whose contracts use
one or more Funds as their funding vehicle); and
(v) expenses incident to the issuance of its Shares
such as the cost of stock certificates, if any, taxes and fees
of the transfer agent for establishing shareholder record
accounts and confirmations.
(b) The Distributor shall pay all of its own costs and
expenses connected with the offer and sale of Shares ("Distribution Expenses"),
except that certain Distribution Expenses may be reimbursed to the Distributor
as provided in Section 5 hereof.
5. (a) Pursuant to a Distribution Plan (the "Plan") adopted by the
Board of Trustees of the Trust in accordance with Section 12(b) of the 1940 Act,
Rule 12b-1 and the other rules and regulations promulgated thereunder, as the
same may be, from time to time, issued or amended, the Trust, on behalf of a
Fund that has approved the Plan pursuant to Section 4 thereof, may reimburse the
Distributor, as direct payment for expenses incurred in connection with the
distribution of a Fund's shares, amounts equal to actual expenses associated
with distributing such Fund's shares, up to a maximum rate of 0.25%, on an
annualized basis of a Fund's average daily net assets. Reimbursements shall be
measured and accrued daily, and remitted to the Distributor quarterly. Such
reimbursement may be made only for the period commencing on the date hereof and
ending one year later, and for each twelve month period (or portion thereof)
thereafter, in which the Plan is in effect for that Fund.
(b) Distribution Expenses reimbursable hereunder shall
include, but not necessarily be limited to, the following:
(i) the cost for printing and mailing of Trust
prospectuses, statements of additional information, and any
supplements thereto, and shareholder reports for prospective
Variable Contract owners;
(ii) the costs relating to the development,
preparation, printing and mailing of Trust advertisements,
sales literature and other promotional materials describing
and/or relating to the Trust and including materials intended
for use within the Life Companies, or for broker-dealer only
use or retail use;
(iii) expenses incurred in connection with the
presentation of seminars and sales meetings designed to
promote the distribution of Trust Shares;
(iv) the cost of obtaining information and providing
explanations to Variable Contact owners regarding the Funds'
investment objectives and policies and other information about
the Trust and the Funds, including the performance of the
Funds;
(v) the cost of training sales personnel
regarding the Trust;
(vi) compensation of sales personnel in connection
with the allocation of cash values and premiums of the
Variable Contracts to the Trust;
(vii) the cost of personal service and/or maintenance
of Variable Contract owner accounts with respect to Trust
shares attributable to such accounts; and
(viii) the cost of financing any other activity that
the Trust's Board of Trustees determines is primarily intended
to result in the sale of the Funds' shares.
(c) The Distributor shall submit annual reimbursable
Distribution Expense budgets to the Board of Trustees of the Trust. As soon as
practicable after the end of each calendar quarter, the Distributor shall submit
to the Board of Trustees reports requesting ratification of reimbursement of
Distribution Expenses as to each Fund for that quarter. The Distributor will
allocate to each Fund reimbursable Distribution Expenses not specifically
attributable to the distribution of shares of a particular Fund, based upon the
ratio of the net asset value of each Fund at the end of each calendar month to
the net asset value of all Funds on that same date. The Board of Trustees will
consider each request at its next regular meeting after such request is
submitted, and the Distributor shall only retain reimbursements by the Trust on
behalf of a Fund for those reimbursable Distribution Expenses that are approved
by the Board of Trustees, including a majority of the "Disinterested Trustees"
(as that term is defined in Section 7 hereof).
6. (a) The Trust shall maintain a currently effective Registration
Statement on Form N-1A and shall file with the SEC such reports and other
documents as may be required under the 1933 Act and the 1940 Act or by the rule
and regulations of the SEC thereunder.
(b) The Trust represents and warrants that its Registration
Statement, post-effective amendments, Prospectus and Statement of Additional
Information (excluding statements based upon written information furnished by
the Distributor expressly for inclusion therein) shall not contain any untrue
statement of material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that all statements or information furnished to the Distributor, pursuant to
Section 3(b) hereof, shall be true and correct in all material respects.
7. (a) This Agreement shall take effect on the date hereof after it has
been approved by a vote of the majority of Trustees of the Trust and those
Trustees of the Trust who are not "interested persons" of the Trust and who have
no direct or indirect financial interest in the operation of the Plan or this
Agreement (the "Disinterested Trustees"), cast in person at a meeting called for
the purpose of voting on this Agreement. This Agreement shall remain in full
force and effect until one year from the effective date hereof, and may be
continued for twelve month periods (or portions thereof) thereafter; provided
that such continuance shall be specifically approved annually by the Board of
Trustees of the Trust or by a majority of the outstanding voting securities of
each Fund of the Trust as it applies to that Fund, and in either case, also by a
majority of the Disinterested Trustees. This Agreement may be amended, with
respect to any Fund, with the approval of the Board of Trustees or of a majority
of the outstanding voting securities of each Fund of the Trust as it applies to
that Fund, provided, that in either case, such amendment shall also be approved
by a majority of the Disinterested Trustees.
(b) This Agreement, with respect to any Fund, may be
terminated, at any time without payment of any penalty, by vote of a majority of
the Disinterested Trustees or by vote of a majority of the outstanding voting
securities of that Fund, or may be terminated by the Distributor, in either case
on not more than 60 days' written notice delivered personally or mailed by
registered mail, postage prepaid, to the other party.
(c) This Agreement shall automatically terminate in the event
of its assignment.
(d) The terms "interested persons," "assignment" and "vote of
a majority of the outstanding voting securities" as used herein shall have the
meanings given to them in the 1940 Act.
8. In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties ("disabling conduct") hereunder
on the part of the Distributor (and its officers, directors, agents, employees,
controlling persons, shareholders and any other person or entity affiliated with
the Distributor or retained by it to perform or assist in the performance of its
obligations under this Agreement) the Distributor shall not be subject to
liability to the Trust or to any shareholder of the Trust for any act or
omission in the course of, or connected with, rendering services hereunder, of
law or for any loss suffered by any of them in connection with the matters to
which this Agreement relates.
9. The Agreement and Declaration of Trust, dated January 9, 1998, as
amended from time to time, establishing the Trust, which is hereby referred to
and a copy of which is on file with the Secretary of State of Delaware, provides
that the same 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 Trust shall
not be binding upon any of the shareholders, trustees, officers, employees or
agents of the Trust, personally, but shall bind only the trust property of the
Trust, as provided in its Declaration of Trust. The execution and delivery of
this Agreement have been authorized by the Trustees of the Trust 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, but
shall bind only the trust property of the Trust as provided in its Declaration
of Trust.
10. This Agreement is made by the Trust, on behalf of each Fund,
pursuant to authority granted by the Board of Trustees, and the obligations
created hereby are not binding on any of the Trustees or shareholders of the
Trust individually, but bind only the property of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed by their duly authorized officers and under their respective
seals on the day and year first above written.
Attest: SAGE LIFE INVESTMENT TRUST
By:
Secretary Xxxxxx X. Xxxxxx
Chairman
Attest: SAGE DISTRIBUTORS, INC.
By:
Secretary Xxxxx X. Xxxxxxxx
President and Chief
Executive Officer
SCHEDULE A
As of _________, 1998, the Distributor shall act as distributor for shares of
the following Funds of Sage Life Investment Trust
EAFE Equity Index Fund
Xxxxxxx 2000 Equity Index Fund
S&P 500 Equity Index Fund
Money Market Fund
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DOCUMENT INFORMATION SHEET
FILENAME AND PATH: H:\CS\CL14252\M004\NLSDIST3.AGR
DESCRIPTION OF DOCUMENT: Distribution Agreement
REVISION HISTORY:July 1, 1998 (3:45pm) OPERATOR: jaf
June 19, 1998 (2:02pm) OPERATOR: jaf
June 19, 1998 (12:28pm) OPERATOR: jaf
June 10, 1998 (10:00am) OPERATOR: jaf
June 8, 1998 (7:10pm) OPERATOR: Xxxx
June 5, 1998 (4:26pm) OPERATOR: Xxxxxxxx Xxxxxxx (WP)
INSTRUCTIONS FOR DOCUMENT:
TIME NEEDED:
ATTORNEY'S NAME: Xxxx X. Xxxxxxx
EXTENSION: x0165
***NOTE***
THIS DOCUMENT IS IN AUTOMATIC PARAGRAPH NUMBERING. PLEASE FOLLOW WHEN ADDING
NEW PARAGRAPHS.
