Exhibit (d)(1)
AMENDED MANAGEMENT AGREEMENT
BETWEEN
SAGE LIFE INVESTMENT TRUST
AND
SAGE ADVISORS, INC.
THIS AMENDED MANAGEMENT AGREEMENT ("Agreement") is made this 15th day of
June, 2000 by and between Sage Life Investment Trust, a business trust organized
and existing under the laws of the state of Delaware (the "Trust"), and Sage
Advisors, Inc. (the "Manager"), a corporation organized and existing under the
laws of the state of Delaware.
RECITALS
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1. The Trust is a series-type, open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), consisting of investment portfolios (each a "Fund" and together the
"Funds"), each Fund having its own investment objective and policies;
2. The Trust issues a separate series of shares of beneficial interest for
each Fund, which shares represent fractional undivided interests in the Fund;
3. The Manager is engaged principally in rendering investment advisory
services and is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Advisers Act");
4. The Trust desires to retain the Manager to provide or to arrange for the
provision of overall management of the Trust and each Fund, including, but not
limited to, investment advisory, custody, transfer agency, dividend disbursing,
legal, accounting, and administrative services, in the manner and on the terms
and conditions set forth in this Agreement;
5. The Manager is willing to provide or to arrange for the provision of,
investment advisory, custody, transfer agency, dividend disbursing, legal,
accounting, and administrative services to the Trust and each Fund on the terms
and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Manager hereby agree as follows:
ARTICLE I
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Duties of the Manager
---------------------
The Trust hereby engages the Manager to act as the Trust's general manager
to provide or to arrange for the provision of, directly or through third
parties, investment advisory, custody, transfer agency, dividend disbursing,
legal, accounting, and administrative services to each Fund of the Trust as set
forth on Schedule A hereto and to any additional investment portfolios that the
Trust may establish in the future; and to provide or to arrange to provide the
above services subject to the supervision of the board of trustees of the Trust
(the "Board"), for the period and on the terms and conditions set forth in this
Agreement. The Manager hereby accepts such engagement and agrees during
such period, at its own expense (with the exception of independent accounting
services, and independent legal counsel for the disinterested trustees of the
Board if such counsel is engaged, such services to be paid for by the Trust), to
provide or to arrange to provide, such investment advisory and general
management services, and to assume the obligations set forth in this Agreement
for the compensation provided for herein. Subject to the provisions of the 1940
Act and the Advisers Act, the Manager may retain any affiliated or unaffiliated
parties including, but not limited to, investment adviser(s) and/or investment
sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s),
attorney(s), and accountant(s) to perform any or all of the services set forth
in this Agreement.
The Manager, its affiliates and any investment adviser(s), sub-adviser(s),
custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s),
accountant(s), or other parties performing services for the Manager shall for
all purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust or a Fund in any way or otherwise be deemed agents of the
Trust or a Fund.
The Manager shall, for purposes of this Agreement, have and exercise full
investment discretion and authority to act as agent for the Trust in buying,
selling or otherwise disposing of or managing the Trust's investments, directly
or through sub-advisers, subject to supervision by the Board.
The Manager and any other party performing services covered by this
Agreement (each such party is hereafter referred to as a "Service Provider")
shall be subject to: (1) the restrictions of the Declaration of Trust and
Bylaws of the Trust, as amended from time to time; (2) the provisions of the
1940 Act and the Advisers Act; (3) the statements relating to the Funds'
investment objectives, investment policies and investment restrictions as set
forth in the currently effective (and as amended from time to time) registration
statement of the Trust (the "registration statement") under the Securities Act
of 1933, as amended (the "1933 Act"); (4) appropriate state insurance laws; and
(5) any applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code").
(a) Investment Advisory Services. The Manager shall provide the Trust
----------------------------
directly or through sub-advisers with such investment research, advice and
supervision as the Trust 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 Trust has furnished or will furnish the Manager (who is authorized to
furnish any Service Provider) with copies of the Trust's registration statement,
Declaration of Trust, and Bylaws as currently in effect and agrees during the
continuance of this Agreement to furnish the Manager with copies of any
amendments or supplements thereto before or at the time the amendments or
supplements become effective. The Manager and any Service Providers will be
entitled to rely on all documents furnished by the Trust.
The Manager represents that in performing investment advisory services for
each Fund, the Manager shall make every effort to ensure that: (1) each Fund
shall comply with Section 817(h) of 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
Manager shall also make decisions for the Trust as to the manner in which voting
rights, rights to consent to corporate action, and any other rights pertaining
to the Trust's securities shall be exercised. If the Board at any time makes
any determination as to investment policy and notifies the Manager of such
determination, the Manager 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.
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The Manager 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 Manager. The Manager also is authorized as the agent of
the Trust to give instructions to any Service Provider serving as custodian of
the Trust 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 Manager 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 Act, the Advisers Act, the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and other applicable
provisions of law, the Manager may select brokers or dealers that are affiliated
with the Manager or the Trust.
In addition to seeking the best execution and price, the Manager may also
take into consideration brokerage, research and statistical information, wire,
quotation and other services provided by brokers and dealers to the Manager.
The Manager is also authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Manager 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 Manager'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 Manager 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 Manager 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.
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 Manager shall:
(1) 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 Trust's registration
statement;
(2) Consult with 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;
(3) Seek out and implement specific investment opportunities,
consistent with any investment strategies approved by the Board;
(4) Take such steps as are necessary to implement any overall
investment strategies approved by 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;
(5) Regularly report to 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;
(6) Maintain all required accounts, records, memoranda, instructions
or authorizations relating to the acquisition or disposition of
investments for each Fund and the Trust;
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(7) Furnish any personnel, office space, equipment and other
facilities necessary for the operation of each Fund as
contemplated in this Agreement;
(8) Provide the Trust with such accounting or other data concerning
the Trust's investment activities as shall be necessary or
required to prepare and to file all periodic financial reports or
other documents required to be filed with the Securities and
Exchange Commission and any other regulatory entity;
(9) Assist in determining each business day the net asset value of
the shares of each Fund in accordance with applicable law; and
(10) Enter into any written investment advisory or investment sub-
advisory contract with another affiliated or unaffiliated party,
subject to any approvals required by Section 15 of the 1940 Act,
pursuant to which such party will carry out some or all of the
Manager's responsibilities (as specified in such investment
advisory or investment sub-advisory contract) listed above.
(b) General Management Services. The Manager shall provide or arrange to
---------------------------
provide all custody, transfer agency, dividend disbursing, legal, accounting,
and administrative services necessary for the operation of the Trust, including,
without limitation, the following services:
(1) Custody services including, but not limited to:
(i) placing and maintaining each Fund's securities, cash or
other investments pursuant to the requirements of Section
17(f) of the 1940 Act and the rules thereunder;
(ii) holding and physically segregating for the Trust's
account, all of the Trust's assets, including securities
that the Trust desires to be held in places within the
United States ("domestic securities") or in places outside
the United States ("foreign securities");
(iii) releasing and delivering domestic securities owned by
the Trust only upon receipt of instructions from persons
and by means authorized by the Board;
(iv) assuring that all domestic securities held are
registered in the name of the Trust or in the name of any
nominee of the Trust or of any nominee of the Manager or
any Service Provider acting as custodian which nominee
shall be assigned exclusively to the Trust, unless the
Trust has provided written authorization to use a nominee
not meeting the above requirement;
(v) maintaining a separate bank account(s) in the United
States in the name of the Trust, and holding all cash
received by it from or for the account of the Trust in
such account;
(vi) collecting on a timely basis all income and other
payments with respect to securities to which the Trust
shall be entitled either by law or pursuant to custom in
the securities business;
(vii) paying out monies of the Trust upon receipt of
instructions from persons and by means authorized by the
Board;
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(viii) appointing or removing, in its discretion, any other
entity qualified under the 1940 Act to act as a custodian,
as its agent to carry out any custody duties;
(ix) employing, in the discretion of the Manager or a
Service Provider employed by the Manager, other parties as
sub-custodians for the Trust's domestic securities or
foreign securities. With respect to the Trust's foreign
securities, such employment shall be effected and such
foreign securities shall be maintained in accordance with
the provisions of Rule 17f-5 under the 1940 Act, as such
provisions may be amended from time to time, provided that
the Manager or a Service Provider employed by the Manager
shall furnish annually to the Trust, information
concerning the Service Provider or sub-custodians employed
by the Manager or other Service Provider;
(x) creating and maintaining all records relating to its
activities and obligations under any contract relating to
the Trust or a Fund thereof in accordance with the
provisions of Section 31 of the 1940 Act and Rules 31a-1
and 31a-2 under the 1940 Act. Such records shall be the
property of the Trust and shall at all times during the
regular business hours of the Manager (or separate Service
Provider acting as custodian) be open for inspection by
duly authorized officers, employees or agents of the Trust
and employees and agents of the Securities and Exchange
Commission; and
(xi) performing or arranging for the performance of any
other usual duties and functions of a custodian for a
registered investment company;
(2) Transfer agency services, including, but not limited to:
(i) receiving for acceptance, orders for the purchase of
Trust shares, and promptly delivering payment and
appropriate documentation thereof to any Service Provider
acting as custodian;
(ii) issuing, pursuant to purchase orders, the appropriate
number of the Trust's shares and holding such shares in
the appropriate account;
(iii) receiving for acceptance redemption requests and
redemption directions and delivering the appropriate
documentation to any Service Provider acting as custodian;
(iv) effecting transfers of Trust shares by the registered
owners thereof upon receipt of appropriate instructions;
(v) preparing and transmitting payments for dividends and
distributions declared by the Trust;
(vi) maintaining records of accounts for shareholders and
advising the Trust and its shareholders as to the
foregoing;
(vii) handling shareholder relations, and providing reports
and other information and services related to the
maintenance of shareholder accounts;
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(viii) recording the issuance of shares of the Trust and
maintaining pursuant to Rule 17Ad-10(e) under the 1934 Act
a record of the total number of shares of the Trust that
are authorized, based upon data provided by the Trust, and
issued and outstanding; and
(ix) performing or arranging for the performance of any
other customary services of a transfer agent or dividend-
disbursing agent for a registered investment company;
(3) The calculation of the net asset value of each Fund and the net
asset value per share of each class of shares at such times and
in such manner as specified in the Trust's current registration
statement and at such other times upon which the parties hereto
may from time to time agree; and
(4) The creation and maintenance of such records relating to the
business of the Trust as the Trust may from time to time
reasonably request.
The Manager may contract with qualified Service Providers for the provision
of any of the services necessary for the operation of the Trust as described in
this Section (b). Where the Manager engages separate Service Providers, the
Manager shall also, on behalf of the Trust, coordinate the activities of such
Service Providers, as well as other agents, attorneys, brokers and dealers,
insurers, sub-advisers and such other persons in any such other capacity deemed
to be necessary or desirable. The Manager shall make reports to the Board of
its performance hereunder and shall furnish advice and recommendations with
respect to such other aspects of the business and affairs of the Trust as the
Board or the Manager shall consider desirable.
ARTICLE II
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Allocation of Charges and Expenses
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(a) The Manager. The Manager assumes the expense of and shall pay for
-----------
maintaining the staff and personnel necessary to perform its obligations under
this Agreement, and shall at its own expense provide the office space, equipment
and facilities that it is obligated to provide under this Agreement, and shall
pay all compensation of officers of the Trust and all trustees of the Trust who
are affiliated persons of the Manager, except as otherwise specified in this
Agreement.
Except for those expenses assumed by the Trust as provided in section (b)
below, the Manager shall bear all of the Trust's expenses including, but not
limited to: custodian fees; transfer agent fees; pricing costs (including the
daily calculation of net asset value); accounting fees; legal fees (except
extraordinary litigation expenses); expenses of shareholders' and/or trustees'
meetings; bookkeeping expenses related to shareholder accounts; insurance
charges; cost of printing and mailing shareholder reports and proxy statements;
costs of printing and mailing registration statements and updated prospectuses
to current shareholders; and the fees of any trade association of which the
Trust is a member.
The Manager agrees that neither it nor any Service Provider will make any
separate charge to any shareholder or his individual account for any services
rendered to said shareholder or the Trust unless such charge for special
services is specifically approved by the Board including a majority of the
trustees who are not "interested persons" (as such term is defined in the 0000
Xxx) of the Manager (the "disinterested trustees"). No special charge will be
levied retroactively or without appropriate notice to affected shareholders.
(b) The Trust. The Trust assumes and shall pay or cause to be paid the
---------
following expenses of the Trust, including, without limitation: compensation of
the Manager; fees and expenses of disinterested trustees (including any
independent counsel thereto); brokerage commissions, dealer markups and other
expenses incurred in the acquisition or disposition of any securities or other
investments; costs, including the interest expense, of borrowing money; fees and
expenses for independent audits and auditors; taxes; and extraordinary expenses
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(including extraordinary litigation expenses and extraordinary consulting
expenses) as approved by a majority of the disinterested trustees.
ARTICLE III
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Compensation of the Manager
---------------------------
For the services rendered, the facilities furnished and expenses assumed by
the Manager, the Trust shall pay to the Manager a unitary fee calculated as a
percentage of the average value of the net assets each day for each Fund during
that month at the annual rates as set forth in Schedule A hereto and payable
monthly on the first business day of each month.
The Manager's fee shall be accrued daily at 1/365th of the applicable
annual rate set forth in Schedule A. For the purpose of accruing compensation,
the net assets of each 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.
In the event of termination of this Agreement, all compensation due through
the date of termination will be calculated on a pro-rated basis through the date
of termination and paid within fifteen business days of the date of termination.
During any period when the determination of net asset value is suspended,
the net asset value of a Fund as of the last business day prior to such
suspension shall for this purpose be deemed to be the net asset value at the
close of each succeeding business day until it is again determined.
ARTICLE IV
----------
Limitation of Liability of the Manager
--------------------------------------
The Manager shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or omission in the
management of the Trust, except for (i) willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of reckless disregard
of its obligations and duties hereunder, and (ii) to the extent specified in
section 36(b) of the 1940 Act concerning loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation.
ARTICLE V
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Activities of the Manager
-------------------------
The services of the Manager are not deemed to be exclusive, and the Manager
is free to render services to others, so long as the Manager's services under
this Agreement are not impaired. It is understood that trustees, officers,
employees and shareholders of the Trust are or may become interested persons of
the Manager, as directors, officers, employees and shareholders or otherwise,
and that directors, officers, employees and shareholders of the Manager are or
may become similarly interested persons of the Trust, and that the Manager may
become interested in the Trust as a shareholder or otherwise.
It is agreed that the Manager may use any supplemental investment research
obtained for the benefit of the Trust in providing investment advice to its
other investment advisory accounts. The Manager or its affiliates may use such
information in managing their own accounts. Conversely, such supplemental
information obtained by the placement of business for the Manager or other
entities advised by the Manager will be considered by and may be useful to the
Manager in carrying out its obligations to the Trust.
Securities or other investments held by a Fund of the Trust may also be
held by separate investment accounts or other mutual funds for which the Manager
may act as an investment adviser or by the Manager or its affiliates. Because
of different investment objectives or other factors, a particular security may
be bought by the Manager or its affiliates for one or more clients when one or
more clients are selling the same security. If purchases
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or sales of securities for a Fund or other entities for which the Manager or its
affiliates act as investment adviser or for their advisory clients arise for
consideration at or about the same time, the Trust agrees that the Manager 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 Manager during the same
period may increase the demand for securities being purchased or the supply of
securities being sold, the Trust recognizes that there may be an adverse effect
on price.
It is agreed that, on occasions when the Manager 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 Manager in accordance with any written procedures maintained by the
Manager 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 Trust
and to such other accounts or companies. The Trust recognizes that in some
cases this procedure may adversely affect the size of the position obtainable
for a Fund.
ARTICLE VI
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Books and Records
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The Manager 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 Trust's investments that are required to be maintained by the
Trust pursuant to the requirements of Rule 31a-1 and Rule 2a-7 of the 1940 Act.
The Manager agrees that all books and records which it or any other Service
Provider maintains for the Trust are the property of the Trust and further
agrees to surrender promptly to the Trust any such books, records or information
upon the Trust's request. All such books and records shall be made available,
within five business days of a written request, to the Trust's accountants or
auditors during regular business hours at the Manager's offices. The Trust or
its authorized representative shall have the right to copy any records in the
possession of the Manager or a Service Provider that pertain to 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 the Trust free from any
claim or assertion of rights by the Manager.
The Manager 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 Trust has authorized such disclosure, or if such disclosure is
required by federal or state regulatory authorities.
ARTICLE VII
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Duration and Termination of this Agreement
------------------------------------------
This Agreement shall not become effective unless and until it is approved
by the Board, including a majority of trustees who are not parties to this
Agreement or interested persons of any such party, and by the vote of a majority
of the outstanding voting shares of each Fund of the Trust. This Agreement
shall come into full force and effect on the date which it is so approved,
provided that it shall not become effective as to any subsequently created
investment portfolio until it has been approved by the Board, and by the vote of
a majority of the outstanding voting shares of such Fund, specifically for such
portfolio. As to each Fund of the Trust, the Agreement shall continue in effect
for two years and shall thereafter continue in effect from year to year so long
as such continuance is specifically approved for each Fund at least annually by
(i) the Board, or by the vote of a majority of the outstanding votes
attributable to the shares of the class representing an interest in the Fund;
and (ii) 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.
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This Agreement may be terminated at any time as to any Fund or to all
Funds, without the payment of any penalty, by the Board, or by vote of a
majority of the outstanding votes attributable to the shares of the applicable
Fund, or by the Manager, on 60 days written notice to the other party. If this
Agreement is terminated only with respect to one or more, but less than all, of
the Funds, or if a different adviser is appointed with respect to a new
portfolio, the Agreement shall remain in effect with respect to the remaining
Funds. This Agreement shall automatically terminate in the event of its
assignment.
ARTICLE VIII
------------
Amendments of this Agreement
----------------------------
This Agreement may be amended as to a Fund by the parties only if such
amendment is specifically approved by (i) the vote of a majority of outstanding
votes attributable to the shares of the Fund, and (ii) 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.
ARTICLE IX
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Definitions of Certain Terms
----------------------------
The terms "assignment," "affiliated person," and "interested person," when
used in this Agreement, shall have the respective meanings specified in the 1940
Act. The term "majority of the outstanding votes" attributable to the shares of
a Fund means the lesser of (a) 67% or more of the votes attributable to such
Fund present at a meeting if the holders of more than 50% of such votes are
present or represented by proxy, or (b) more than 50% of the votes attributable
to shares of the Fund.
ARTICLE X
---------
Governing Law
-------------
This Agreement shall be construed in accordance with laws of the State of
Delaware, without giving effect to conflicts of law provisions thereof, and
applicable provisions of the 1940 Act, the Advisers Act, and the 1934 Act.
ARTICLE XI
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Severability
------------
If any provision 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.
ARTICLE XII
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Limitation of Liability
-----------------------
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.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
SAGE LIFE INVESTMENT TRUST
By: ___________________________
Title: _______________________
ATTEST:
____________________
SAGE ADVISORS, INC.
By: ___________________________
Title: _______________________
ATTEST:
_____________________
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SCHEDULE A
TO THE
MANAGEMENT AGREEMENT
BETWEEN
SAGE LIFE INVESTMENT TRUST
AND
SAGE ADVISORS, INC.
Funds Subject to this Agreement Annual Unitary Fee
------------------------------- ------------------
EAFE Equity Index Fund 0.90%
NASDAQ-100 Index Fund 0.08%
S&P 500 Equity Index Fund 0.55%
Money Market Fund 0.65%
All-Cap Growth Fund 1.10%
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