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Exhibit (d)(v)
FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement (the "Agreement") is made as of
the ___ day of ________, 2000 by and between Assante Asset Management, Inc.
("Adviser") and Martingale Asset Management, LP, a Delaware limited partnership
("Sub-Adviser").
W I T N E S S E T H
WHEREAS, Adviser is the investment adviser of the SA U.S. Large Cap
Value Strategy Fund, (the "Fund"), a series of the SA Funds Investment Trust
(the "Trust"), an open-end diversified, management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, Adviser desires to retain Sub-Adviser to furnish investment
advisory services for the Fund, and Sub-adviser wishes to provide such services,
upon the terms and conditions set forth herein;
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 Fund 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'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 Fund as Adviser shall from time to time designate
(each a "Fund Segment") and place all orders for the purchase and sale
of securities on behalf of each Fund Segment. In the performance of its
duties, Sub-Adviser will satisfy its fiduciary duties to the Fund and
will monitor each Fund Segment's investments, and will comply with the
provisions of the Trust's Declaration of Trust and By-laws, as amended
from time to time, and the stated investment objectives, policies and
restrictions of the Fund as set forth in the prospectus and Statement
of Additional Information for the Fund, 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 Trust'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 Fund
with respect to each Fund Segment and to consult with Adviser regarding
the investment affairs of each Fund Segment.
Sub-Adviser agrees that it:
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(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) to the extent directed by Adviser in writing, will execute
purchases and sales of portfolio securities for each Fund
Segment through brokers or dealers designated by management of
the Trust to Adviser for the purpose of providing direct
benefits to the Fund, provided that Sub-Adviser determines
that such brokers or dealers will provide best execution in
view of such other benefits, and is hereby authorized as the
agent of the Fund to give instructions to the Fund's custodian
as to deliveries of securities or other investments and
payments of cash of each Fund Segment to such brokers or
dealers for the account of the Fund. Adviser and the Fund
understand that the brokerage commissions or transaction costs
in such transactions may be higher than those which the
Sub-Adviser could obtain from another broker or dealer, in
order to obtain such benefits for the Fund;
(d) is authorized to and will select all other brokers or dealers
that will execute the purchases and sales of portfolio
securities for each Fund Segment and is hereby authorized as
the agent of the Fund to give, instructions to the Fund's
custodian as to deliveries of securities or other investments
and payments of cash of each Fund Segment for the account of
the Fund. 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. With respect to
transactions under subparagraph (c) or this subparagraph (d),
it is understood that Sub-Adviser will not be deemed to have
acted unlawfully, or to have breached a fiduciary duty to the
Fund or in respect of the Fund, or be in breach of any
obligation owing to the Fund 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 of the Fund 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;
(e) is authorized to consider for investment by each Fund Segment
securities that may also be appropriate for other funds and/or
clients served by Sub-Adviser. To assure
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fair treatment of each Fund 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 each Fund 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 each Fund 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 each Fund 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 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 received by each Fund 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;
(f) will report regularly to Adviser and to the Fund'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 each Fund Segment, including without limitation,
review of the, general investment strategies of each Fund
Segment, the performance of each Fund 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;
(g) will prepare such books and records with respect to each Fund
Segment's securities transactions, as requested by Adviser and
will furnish Adviser and the Fund's Board of Trustees such
periodic and special reports as the Board or Adviser may
reasonably request;
(h) will vote all proxies with respect to securities in each Fund
Segment; and
(i) 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 each Fund 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 A hereto.
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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 or the Trust or otherwise be deemed an agent of
Adviser, the Fund or the Trust. Adviser understands and has advised the
Fund'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 the Fund other than the Fund
Segments.
6. 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 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's assets
for the Fund. 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.
7. 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 each Fund Segment's investments that are required to be maintained
by the Fund 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 Fund Segments are the property of
the Fund and further agrees to surrender promptly to the Adviser or the
Fund any such books, records or information upon the Adviser's or the
Fund's request (provided, however, that Sub-Adviser may retain copies
of such records). All such books and records shall be made available,
with prompt and reasonable access upon reasonable notice to the Fund's
accountants or auditors during regular business hours at Sub-Adviser's
offices. Adviser and the Fund or
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either of their authorized representatives shall have the right to copy
any records in the possession of Sub-Adviser which pertain to the Fund
or the Trust. 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, 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, or if such disclosure is required by federal or
state, regulatory authorities. Sub-Adviser may disclose the investment
performance of each Fund Segment, provided that such disclosure does
not reveal the identity of Adviser, the Fund or the Trust. Sub-Adviser
may, however, disclose that Adviser, the Fund and the Trust are its
clients.
8. 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 with a copy of such code. At the end
of each calendar quarter during which this Agreement remains in effect,
the president or a vice president of Sub-Adviser shall certify to
Adviser or the Fund that Sub-Adviser has complied with the requirements
of Rule 17j-1 during the previous quarter 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.
9. Limitation of Liability. Neither Sub-Adviser nor any of its directors,
officers, stockholders, agents or employees shall have any liability to
Adviser, the Fund or any shareholder of the Fund 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's registration
statement, any proxy statement, or any communication to current or
prospective investors in the Fund 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.
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's
registration
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statement, any proxy statement, or any communication to current or
prospective investors in the Fund (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).
10. Term and Termination. This Agreement shall become effective with
respect to each Fund Segment on _____________, 2000, and shall remain
in full force until __________________, unless sooner terminated as
hereinafter provided. This Agreement shall continue in force from year
to year thereafter with respect to the Fund, but only as long as such
continuance is specifically approved for the Fund 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 the Fund, Sub-Adviser may continue. to
serve in such capacity for the Fund 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) and 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
with respect to the Fund by action of the Board of Trustees or
by a vote of a majority of the outstanding voting securities
of the Fund (as defined in the 0000 Xxx) on sixty days written
notice to Sub-Adviser by the Fund.
(b) This Agreement may be terminated with respect to the Fund 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 the Fund 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.
(c) This Agreement shall automatically terminate in the event the
investment management agreement between Adviser and the Fund
with respect to the Fund 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.
11. 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.
12. 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
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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'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.
13. Change of Membership. The Sub-Adviser shall notify the Adviser of any
change in the membership of the Sub-Adviser within a reasonable time
after such change.
14. 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.
17. Applicable Law. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of California.
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:
MARTINGALE ASSET MANAGEMENT, LP
By: Martingale Asset Management Corporation
Its General Partner
By: _______________________________
Name:
Title:
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EXHIBIT A
FEE SCHEDULE
Adviser shall pay Sub-Adviser with respect to each Fund Segment each calendar
month during the term of this Agreement, a fee based on the average daily net
assets of each Fund Segment, at the following annual rates:
.45% of the first $25 million of assets under management;
.30% on the remaining assets under management thereafter
