Exhibit 5(a)
FORM OF
MANAGEMENT AGREEMENT
BETWEEN
SAGE LIFE INVESTMENT TRUST
AND
SAGE ADVISORS, INC.
THIS MANAGEMENT AGREEMENT ("Agreement") is made this ____ day of
____________, 199_ 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
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:
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65
ARTICLE I
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.
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;
(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;
(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;
(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
Allocation of Charges and Expenses
(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
▇▇▇▇ ▇▇▇) 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
(including extraordinary litigation expenses and extraordinary consulting
expenses) as approved by a majority of the disinterested trustees.
ARTICLE III
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
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 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
Books and Records
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
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.
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
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
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
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.
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:
---------------------
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%
▇▇▇▇▇▇▇ 2000 Equity Index Fund 0.75%
S&P 500 Equity Index Fund 0.55%
Money Market Fund 0.65%
G:\shared\clients\sage\agreemen\statesub.doc
DOCUMENT INFORMATION SHEET
FILENAME AND PATH: H:\CS\CL14252\M004\NLSMNGMT.AG5
DESCRIPTION OF DOCUMENT: Sage Life Investment Trust and Sage Advisors, Inc.,
Management Agreement
REVISION HISTORY:
August 11, 1998 (2:51pm) OPERATOR: Avillalba
June 19, 1998 (11:15am) OPERATOR: jaf
June 9, 1998 (8:46am) OPERATOR: jaf
June 2, 1998 (12:15pm) OPERATOR: ▇▇▇▇▇ ▇.
May 27, 1998 (8:18pm) OPERATOR: ▇▇▇▇▇▇▇
▇▇▇ 22, 1998 (11:19am) OPERATOR: jaf
May 22, 1998 (10:50am) OPERATOR: jaf
INSTRUCTIONS FOR DOCUMENT:
TIME NEEDED:
ATTORNEY'S NAME: NLS
EXTENSION: 0165
