EXHIBIT NO. (D)(6)
INVESTMENT SUB-ADVISORY AGREEMENT
This AGREEMENT is effective this [INSERT DATE], by and between SAGE ADVISORS,
INC. ("Adviser"), a Delaware corporation, and STANDARD & POOR'S INVESTMENT
ADVISORY SERVICES, LLC. a Delaware corporation and registered investment adviser
("Sub-Adviser")
WHEREAS, Sage Life Investment Trust (the "Trust"), an open-end management
investment company registered under the Investment Company Act of 1940, as
amended ("1940 Act"); and
WHEREAS, the Trust is authorized to issue separate series, each series having
its own investment objective or objectives, policies and limitations;
WHEREAS, Adviser desires to retain Sub-Adviser as Adviser's agent to furnish
investment advisory services to the series of the Trust listed on Schedule A
hereto ("Fund").
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby appoints Sub-Adviser to provide certain
portfolio management services to the Fund for the period and on the terms
set forth in this Agreement. Sub-Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
In the event the Adviser designates one or more series other than the Fund
with respect to which the Adviser wishes to retain the Sub-Adviser to
render investment advisory services hereunder, it shall notify the
Sub-Adviser in writing. If the Sub-Adviser is willing to render such
services, it shall notify the Adviser in writing, whereupon such series
shall become a Fund hereunder, and be subject to this Agreement.
The Sub-Adviser shall, for all purposes herein, be deemed to be an
independent contractor and shall, unless otherwise expressly provided or
authorized, have no authority to act for or represent the Adviser, the
Trust or the Fund, or otherwise be considered agents of the Trust or the
Fund.
2. DELIVERY OF DOCUMENTS. Adviser has or will furnish Sub-Adviser with copies
properly certified or authenticated of each of the following:
a) the Trust's Agreement and Declaration of Trust, as filed with Secretary
of State of Delaware, and all amendments thereto or restatements thereof
(such Declaration, as presently in effect
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and as it shall from time to time be amended or restated, is herein
called the "Declaration of Trust");
b) the Trust's By-Laws and amendments thereto;
c) resolutions of the Trust's Board of Trustees authorizing the appointment
of Sub-Adviser and approving this Agreement;
d) the most recent amendment to the Trust's Form N-1A registration
statement under the Securities Act of 1933, as amended ("1933 Act") and
under the 1940 Act as filed with Securities and Exchange Commission
("SEC") insofar as such amended registration statement(s) relates to the
Fund; and
e) the Trust's most recent prospectus and statement of additional
information (collectively called the "Prospectus").
3. MANAGEMENT. Subject always to the supervision of Trust's Board of Trustees
and the Adviser, Sub-Adviser will furnish an investment program in respect
of, and make investment decisions for, all assets of the Fund and instruct
the Adviser as to all orders for the purchase and sale of securities. In
the performance of its duties, Sub-Adviser will satisfy its fiduciary
duties to the Trust (as set forth bellow), and will monitor the Fund's
investment, and will comply with the provisions of Trust's Declaration of
Trusts and By-Laws, as amended from time to time, and the stated investment
objectives, policies and restrictions of the Fund. Sub-Adviser and Adviser
will each make its officers and employees available to the other from time
to time at reasonable times to review investment policies of the Fund and
to consult with each other regarding the investment affairs of the Fund.
Sub-Adviser will report to the Board of Trustees and to Adviser will
respect to the implementation of such program. Sub-Adviser is responsible
for compliance with the provisions of Section 817(h) of the Internal
Revenue Code of 1986, as amended, applicable to the Fund; provided,
however, that the Sub-Adviser shall not be responsible where the
non-compliance of the Fund with Section 817(h) of the Internal Revenue Code
of 1986, as amended, is directly caused by the failure of a registered
investment company in which the Fund invests to comply with such Section.
The Sub-Adviser further agrees that it:
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 conform with all applicable SEC Rules and Regulations in all
material respects and conduct its activities under this Agreement in
accordance with applicable law;
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c) will report regularly to Adviser and to the 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 the Fund, including, without
limitation, review of the general investment strategies of the Fund, the
performance of the Fund in relation to standard industry indices,
interest rate considerations and general conditions affecting the
marketplace and will provide various other reports from time to time as
reasonably requested by Adviser;
d) will prepare and maintain such books and records with respect to the
Fund's securities transactions and will furnish Adviser and Trust's
Board of Trustees such periodic and special reports as the Board or
Adviser may reasonably request;
e) will act upon instructions from Adviser not inconsistent with the
fiduciary duties hereunder;
f) will not disclose or use any records or confidential information
obtained pursuant to this Agreement except as authorized in this
Agreement or specifically by the Adviser or the Trust, or if such
disclosure is required by federal or state regulatory authorities or is
otherwise required by applicable law. Notwithstanding the foregoing, the
Sub-Adviser may disclose the investment performance of the Fund,
provided that such disclosure does not reveal the identity of the
Adviser, the Fund or the Trust. The Sub-Adviser may, nonetheless,
disclose that the Adviser, the Fund or the Trust are its clients,
provided that such disclosure does not reveal the investment performance
or the composition of the Fund; and
g) will vote proxies received in connection with securities held by the
Fund consistent with its fiduciary duties hereunder.
The Adviser agrees that it will be responsible for executing, or arranging for
the execution of, all purchases and sales of portfolio securities and other
investments as directed by the Sub-Adviser.
4. EXPENSES. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage
commission, if any) purchased for the Fund (to the extent the foregoing is
applicable).
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3 under
the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's
request (provided, however, that the Sub-Adviser may retain copies of such
records). Subject to the preceding sentence, Sub-Adviser further agrees to
preserve for the periods
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prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by paragraphs (b)(5), (b)(6), (b)(7), (b)(9), (b)(10) and (f) of
Rule 31a-1 under the 1940 Act.
The Sub-Adviser agrees that it will make the above-mentioned books and
records available, within five business days of a written request, to the
Trust's accountants or auditors during regular business hours at the
Sub-Adviser's offices. The Adviser or the Trust, or either of their
authorized representatives, shall have the right to copy any books,
records, information or reports in the possession of the Sub-Adviser that
pertain to the Fund. Such books, records, information and reports shall be
made available to properly authorized government representatives consistent
with applicable federal or state law or regulations. In the event of the
termination of this Agreement, all such books, records, reports and
information shall be returned to the Adviser or the Trust.
The Sub-Adviser also agrees that its written policies and procedures for
managing the Fund, including, but not limited to, all policies and
procedures designed to ensure compliance with federal and state regulations
governing the Sub-Adviser/client relationship, as well as the management
and operation of the Fund, shall be made available for inspection by the
Adviser and the Trust or either of their authorized representatives not
less frequently than annually.
6. COMPENSATION. For the services provided and the expenses assumed pursuant
to this Agreement, Adviser will pay the Sub-Adviser, and the Sub-Adviser
agrees to accept as full compensation therefor, a sub-advisory fee in
accordance with Schedule B hereto, accrued daily and payable monthly on the
average daily net assets in the Fund or Funds excluding the net assets
representing capital contributed by Sage (i.e., seed money). From time to
time, the Sub-Adviser may, but shall not be obligated to, agree to waive or
reduce some or all of the compensation to which it is entitled under this
Agreement. Any and all payments to the Sub-Adviser hereunder shall be
accompanied by a statement setting forth the basis for its calculation.
7. SERVICES TO OTHERS. Adviser understands and has advised the Trust's Board
of Trustees, that Sub-Adviser now acts, or may in the future act, as an
investment adviser to fiduciary and other managed accounts, and as
investment adviser or sub-investment adviser to other investment companies.
Adviser has no objection to Sub-Adviser acting in such capacities, and
understands, and has advised Trust's Board of Trustees, that the persons
employed by Sub-Adviser to assist in Sub-Adviser's duties under this
Agreement will not devote their full time to such service and nothing
contained in this Agreement will be deemed to limit or restrict the right
of Sub-Adviser or any of its affiliates to engage in and devote time and
attention to other businesses or to render services of whatever kind or
nature.
When recommending a purchase or sale of a particular security or other
investment for more than one client or portfolio (including the Fund), the
Sub-Adviser may allocate such recommendations among all accounts and
portfolios for whom the recommendation is made on a basis that the
Sub-Adviser considers equitable.
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8. STANDARD OF CARE AND LIMITATION OF LIABILITY. The Sub-Adviser shall
exercise its best judgement and shall act in good faith in rendering the
services pursuant to this Agreement.
Sub-Adviser, its officers, directors, employees, agents or affiliates will
not be subject to any liability to the Adviser or the Fund or their
directors, officers, employees, agents or affiliates for any error of
judgement or mistake of law or for any loss suffered by the Fund in
connection with performance of Sub-Adviser's duties under this Agreement,
except for: (1) a loss resulting from Sub-Adviser's willful misfeasance,
bad faith, or gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties under this
Agreement, or (2) to the extent otherwise provided in Section 36(b) of the
1940 Act concerning loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services.
9. INDEMNIFICATION. Adviser and Sub-Adviser each agree to indemnify and hold
harmless the other and its officers, directors, employees, agents and
affiliates against any claim against, loss or liability to such other party
(including reasonable attorneys' fees) arising out of any action on the
part of the indemnifying party which constitutes willful misfeasance, bad
faith or gross negligence.
In addition, Adviser agrees to indemnify and hold harmless the Sub-Adviser
and its officers, directors, employees, agents and affiliates against any
and all judgements, damages, costs or losses of any kind (including
reasonable attorneys') incurred as a result of any action or proceeding
that arises out of or relates to this Agreement or the Fund and which does
not result in a finding that the Sub-Adviser was negligent or at fault.
As a condition to a party's right to indemnification hereunder, the
indemnified party shall be required to (a) notify the indemnifying party
promptly of any claim, action or proceeding to which it is entitled to be
indemnified hereunder, (b) grant the indemnifying party sole control of the
defense and/or settlement thereof and (c) cooperate with the indemnifying
party in the defense thereof.
10. DURATION AND TERMINATION. This Agreement will become effective as to a Fund
upon the latest of: (a) execution, (b) approval by the board trustees of
the Trust, including a majority of trustees who are not parties to the
Agreement or interested persons of any such party (and, to the extent
required by applicable law, a majority of the outstanding shares of a class
of the Trust's beneficial interests representing an interest in the Fund
or, (c) if later, the date that initial capital for such Fund is first
provided to it and, unless sooner terminated as provided herein, will
continue in effect until March 31, 2004. Thereafter, if not terminated as
to a Fund, this Agreement will continue in effect as to a Fund for
successive periods of 12 months, PROVIDED that such continuation is
specifically approved at least annually by the Trust's Board of Trustees or
by vote of a majority of the outstanding voting securities of such Fund,
and in
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either event approved also by a majority of the Trustees of the Trust who
are not interested persons of the Trust, or of the Adviser, or of the
Sub-Adviser. Notwithstanding the foregoing, this Agreement may be
terminated as to a Fund at any time, Without the payment of any penalty, on
sixty days' written notice by the Trust or Adviser, or on ninety days'
written notice by the Sub-Adviser. This Agreement will immediately
terminate in the event of its assignment by either party. (As used in this
Agreement, the terms "majority of the outstanding voting securities",
"interested persons" and "assignment" have the same meanings of such terms
in the 1940 Act.)
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed,
waived, discharged or terminated orally; but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
12. NOTICE. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as
such other party may designate for the receipt of such notice.
13. MISCELLANEOUS. 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 be binding upon and
shall inure to the benefit of the parties hereto.
14. REPRESENTATIONS AND WARRANTIES OF THE SUB-ADVISER.
The Sub- Adviser hereby represents that this Agreement does not violate any
existing agreements between the Sub-Adviser and any other party.
The Sub-Adviser further represents and warrants that it is duly registered
investment adviser under the Investment Advisers Act of 1940, as amended
and has provided to the Adviser a copy f its most recent Form ADV as filed
with the Securities and Exchange Commission.
The Sub-Adviser further represents that it has reviewed the post-effective
amendment to the Registration Statement for the Trust filed with the
Securities and Exchange Commission that contains disclosure about the
Sub-Adviser, and represents and warrants that, with respect to the
disclosure about the Sub-Adviser, such Registration Statement contains, as
of the date hereof, no untrue statement of any material fact and does not
omit any statement of a material fact which was required to be stated
therein or necessary to make the statements contained therein not
misleading.
15. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of Delaware.
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IN WITNESS WHEREOF, the Adviser and the Sub-Adviser have caused
this Agreement to be executed as of this [INSERT DATE].
SAGE ADVISORS, INC STANDARD & POOR'S INVESTMENT
ADVISORY SERVICES, LLC
By: ________________________________ By: __________________________
Name: _____________________________ Name: Xxxxx X. Xxxxxxxxx
Title: _______________________________ Title: President
Date: _______________________________ Date: ________________________
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