Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant {X}
Filed by a Party other than the Registrant { }
Check the appropriate box:
{ } Preliminary Proxy Statement
{ } Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
{X} Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Sage Life Investment Trust
_____________________________________________________________________
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________________
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
{X} No fee required.
{ } Fee computed on table below per
Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): N/A
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction: N/A
_____________________________________________________________________
(5) Total fee paid: N/A
_____________________________________________________________________
{ } Fee paid previously with preliminary materials.
{ } Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:______________________________________
(2) Form, schedule or registration statement no.:________________
(3) Filing party: _______________________________________________
(4) Date filed:__________________________________________________
<PAGE>
December 29, 1999
SAGE LIFE INVESTMENT TRUST
Money Market Fund
300 Atlantic Street
Stamford, Connecticut 06901
(888) 835-SAGE (7243)
NOTICE OF SPECIAL MEETING
A special meeting of the shareholders, including any adjournment thereof
(the "Meeting"), of the Money Market Fund (the "Fund") of Sage Life Investment
Trust, a Delaware business trust (the "Trust"), will be held on January 28, 2000
at 11:00 a.m. Eastern Time at the offices of PFPC, Inc., 3200 Horizon Drive,
King of Prussia, Pennsylvania 19406, for the following purposes:
1. To approve or disapprove a new investment advisory agreement on behalf of
the Fund between Sage Advisors, Inc. ("Sage") and Conning Asset Management
Company ("Conning"). (The provisions of the proposed investment advisory
agreement between Sage and Conning are identical in all material respects
to the provisions of the current investment advisory agreement between
Sage and Conning, including the advisory fees payable to, and the duties
and responsibilities of, Conning.)
2. To transact such other business as may properly come before the Meeting.
Shareholders of the Fund at the close of business on December 14, 1999
(the Record Date) are entitled to notice of, and to vote at, the Meeting.
Shares of the Fund are sold to Sage Life Assurance of America, Inc. ("Sage
Life") to fund certain variable life insurance policies and variable annuity
contracts issued by Sage Life (each a "Contract" and together, the "Contracts").
As an owner of a Contract as of the close of business on the Record Date that
invests in the Fund, you are entitled to instruct us how to vote the shares of
the Fund funding your Contract. Please refer to the accompanying Proxy
Statement for more information about the proposals to be considered and acted
upon at the Meeting or any adjournments thereof.
Your voting instructions are very important, regardless of the number of
Fund shares attributed to your Contract. In order to avoid the additional
expense and delay of further solicitation, please complete, date, sign, and
return the enclosed Voting Instruction Form today in the enclosed postage-paid
envelope.
By Order of the Board of Trustees
Marc Schuman
Secretary
<PAGE>
SAGE LIFE INVESTMENT TRUST
Money Market Fund
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 28, 2000
A special meeting of the shareholders, including any adjournment thereof
(the "Meeting"), of the Money Market Fund (the "Fund") of Sage Life Investment
Trust, a Delaware business trust (the "Trust"), will be held on January 28, 2000
at 11:00 a.m. Eastern Time at the offices of PFPC, Inc. 3200 Horizon Drive, King
of Prussia, Pennsylvania 19406, for the following purposes:
1. To approve or disapprove a new investment advisory agreement on
behalf of the Fund between Sage Advisors, Inc. ("Sage") and Conning
Asset Management Company ("Conning"). (The provisions of the
proposed investment advisory agreement between Sage and Conning are
identical in all material respects to the provisions of the current
investment advisory agreement between Sage and Conning, including
the advisory fees payable to, and the duties and responsibilities
of, Conning.)
2. To transact such other business as may properly come before the
Meeting.
Sage Life Assurance of America, Inc. ("Sage Life"), through certain separate
accounts and its affiliate FinPlan Holdings, Inc. is the record owner of the
shares of the Fund and has undertaken to vote its shares in accordance with
voting instructions received on a timely basis from the holders of variable life
insurance policies and variable annuity contracts who have made allocations to
the Fund (collectively, "Contract Owners"). This proxy statement is first being
mailed on or about December 29, 1999.
GENERAL OVERVIEW
On August 10, 1999 following a request by General American Life Insurance
Company ("General American"), a Missouri stock life insurance company wholly
owned by GenAmerica Corporation ("GAC") (the ultimate majority parent company of
Conning), the Missouri Department of Insurance (the "Department") placed General
American under administrative supervision. The immediate cause of the
supervision order was General American's inability to satisfy approximately $4
billion in surrenders by the holders of certain funding agreements. The effect
of administrative supervision is that General American began to operate under
the Department's supervision in order to preserve General American's assets
against large immediate cash demands and to protect the interests of General
American's approximately 300,000 policyholders.
In response to this liquidity issue, the Department worked closely with
General American to explore possible solutions. A reorganization plan (the
"Reorganization Plan") was developed, involving the sale by General American
Mutual Holding Company ("GAMHC") of all of the outstanding common stock of its
direct, wholly owned subsidiary GAC (and, accordingly,
<PAGE>
indirect ownership and control of all of GAC's subsidiaries, including Conning)
to Metropolitan Life Insurance Company ("MetLife") (the "Transaction"), pursuant
to the stock purchase agreement dated as of August 26, 1999, as modified or
amended from time to time (the "Stock Purchase Agreement"). The Transaction is
expected to occur during January 2000. Conning as an organization is expected
to survive the Transaction with little change in its resources and services.
Further, Conning currently anticipates no changes in the personnel primarily
responsible for, nor in the management of, the Fund as a result of the
Reorganization Plan.
APPROVAL OR DISAPPROVAL OF INVESTMENT ADVISORY AGREEMENT
The Fund's shareholders are being asked to approve or disapprove for the
Fund a new investment advisory agreement (the "New Agreement") between Sage, on
behalf of the Fund, and Conning. The board of trustees of the Trust (the
"Board") is seeking approval of the New Agreement to permit the Fund's
management to continue providing uninterrupted service to the Fund after the
Transaction. This is necessary because the current investment advisory
agreement dated February 1, 1999 (the "Current Agreement"), may terminate
automatically as a result of the Transaction.
As described more fully above, the Transaction between GAMHC and MetLife
is scheduled to close during January 2000. Conning's change in
ownership resulting from this transaction may be deemed to be an assignment of
the Current Agreement within the meaning of the Investment Company Act of 1940,
as amended (the "1940 Act"). In the event of an assignment, the Current
Agreement terminates automatically under the 1940 Act. Accordingly, the
management of the Fund is soliciting shareholder approval of the New Agreement
between Conning and Sage, on behalf of the Fund, to replace the Current
Agreement. A form of the New Agreement is attached as Appendix A to this Proxy
Statement. The New Agreement is identical to the Current Agreement in all
material provisions, including the advisory fees payable to, and the duties and
responsibilities of, Conning, except for the date of the Agreement.
Exemptive Order
Conning has received an exemptive order (the "Order") from the U.S.
Securities and Exchange Commission ("Commission") permitting the temporary
implementation of the New Agreement without prior shareholder approval. The
Order covers an interim period of up to 150 days, commencing the date the
Transaction occurs and continuing through the date shareholders of the Fund
approve or disapprove the New Agreement (but in any event not later than 150
days from the issuance of the Order (the "Period")).
If any advisory fees become payable to Conning under the New Agreement
during the Period, such fees will be paid into an interest-bearing escrow
account maintained pursuant to the Order. The amount in the escrow account
(including any interest earned) will be paid: (1) to Conning if shareholders of
the Fund approve the New Agreement by the end of the Period; or (2) except for
an amount equal to the actual out-of-pocket costs to Conning for providing
advisory services to the Fund during the Period (which amount will be paid to
Conning), to the Fund if the Fund's shareholders do not approve the New
Agreement by the end of the Period. Before any such payment is made, the Board
will be notified.
2
<PAGE>
Conning has agreed to take all appropriate steps to ensure that the scope
and quality of investment advisory services provided during the Period will be
at least equivalent, in the judgment of the Board, to the scope and quality of
services Conning provides under the Current Agreement.
Representatives of Conning and MetLife have advised Sage that currently no
change is expected in investment advisory or other personnel in connection with
the Transaction and that it currently is anticipated that the same persons
responsible for management of the Fund under the Current Agreement will continue
in those roles under the New Agreement. Conning does not anticipate either that
the Transaction will cause any reduction in its resources or the quality of
services now provided to the Fund or that it will have any adverse effect on
Conning's ability to fulfill its obligations to the Fund under the New
Agreement.
The Current Agreement was approved by the sole shareholder of the Fund on
February 17, 1999 in connection with the establishment of the Fund. Under the
terms of the Current Agreement, the initial term of the Agreement is two years.
Consequently, Contract Owners of the Fund have not had an opportunity to vote on
the Current Agreement.
The Board, including the trustees who were not parties to the Current
Agreement or "interested persons" of any such party, as defined in the 1940 Act
(the "Independent Trustees"), last approved the Current Agreement at the Board
meeting held on January 15, 1998.
At a Board meeting held on December 14, 1999, the Board, including the
Independent Trustees, approved the New Agreement. Further, the Board and the
Independent Trustees unanimously approved the submission of the New Agreement
for approval by the shareholders of the Fund. Only shareholders of the Fund
will vote to approve the New Agreement (see "General Information - Voting
Rights.")
If the Fund's shareholders approve the New Agreement, it will take effect
on the later of the date the Transaction closes or the date on which the
shareholders of the Fund approve the New Agreement. The New Agreement will have
an initial term of one year and, thereafter, will continue in effect from year
to year, provided that each such continuance is approved annually: (1) by the
Board or by the vote of a majority of the outstanding voting securities of the
Fund, and, in either case, (2) by a majority of the Independent Trustees.
If the Fund's shareholders do not approve the New Agreement, Conning will
provide investment advisory services to the Fund and be reimbursed for its
actual out-of-pocket costs in connection with those services until the Board,
the Independent Trustees, and the Fund's shareholders approve an investment
advisory agreement for the Fund with Conning or another investment adviser.
3
<PAGE>
Provisions of the New Agreement
The provisions of the New Agreement are identical to those of the Current
Agreement. The New Agreement requires Conning to act as the investment adviser
to the Fund and, subject to the supervision of Sage and the Board, to manage the
investment and reinvestment of the assets of the Fund, with full investment
discretion and authority, in a manner consistent with the investment objectives,
policies, and restrictions of the Fund. The New Agreement also requires
Conning: to perform investment research and evaluate financial data; to consult
with, make recommendations to, and report regularly to Sage and the Board; and
to furnish requested information to appropriate regulatory authorities.
The advisory fees paid by Sage to Conning under the New Agreement will
be the same as those paid under the Current Agreement. The annual advisory fees
under the New Agreement are:
PROPOSED SUB-ADVISORY FEE SCHEDULE
<TABLE>
<CAPTION>
Average Daily Net Assets Advisory Fee
- ------------------------ -------------
<S> <C>
The first $100,000,000 of Net Assets 0.15%
The next $200,000,000 of Net Assets 0.10%
Net Assets above $300,000,000 0.075%
</TABLE>
Like the Current Agreement, the New Agreement provides that Conning will
perform its duties and responsibilities under the New Agreement with "the care,
skill, prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of a like character and with like aims." The
New Agreement further provides that Conning is not subject to liability to the
Trust or Sage for any act or omission in the course of, or connected with,
rendering services under the Agreement, except where such liability arises by
reason of (i) a failure of Conning to satisfy the standard of care set forth
above; (ii) the negligence or bad faith of Conning or the reckless disregard by
Conning of its obligations and duties under the New Agreement; or (iii) a breach
of Conning's fiduciary duty to the Fund with respect to receipt of compensation
as specified in the 1940 Act.
The New Agreement may be terminated with respect to the Fund without
penalty upon sixty (60) days' written notice to Conning by the Board or by a
majority vote of those persons having voting rights in respect of the Fund, or
upon sixty (60) days' written notice to the Board by Conning. The New
Agreement terminates automatically in the event of its "assignment" (within the
meaning of the 1940 Act).
INFORMATION ABOUT SAGE
Sage is the investment manager of the Fund and has responsibility for the
management and administration of the Fund's affairs, under the supervision of
the Board. The Fund's investment portfolio is managed on a day-to-day basis by
Conning under the general oversight of Sage and the Board. Sage is responsible
for providing management and administrative services to the Fund, and in the
exercise of such responsibility selects the investment adviser(s) for the
4
<PAGE>
Fund and monitors the Adviser's investment programs and results, reviews
brokerage matters, oversees compliance by the Fund with various federal and
state statues, and carries out the directives of the Board. Sage monitors and
evaluates the Adviser, to assure that the Adviser is managing the Fund
consistently with its investment objective, policies, restrictions, applicable
laws, and guidelines.
Sage was organized in 1997 and had no prior experience managing mutual
funds. The address of Sage is 300 Atlantic Street, Stamford, CT 06901. Sage is
a wholly-owned subsidiary of Sage Insurance Group, Inc. Sage Insurance Group,
Inc. is the holding company for Sage and certain affiliated companies that are
in the business of underwriting, issuing and distributing the variable insurance
products of Sage Life, a indirect, wholly-owned subsidiary of Sage Insurance
Group, Inc.
INFORMATION ABOUT CONNING
Conning is the current investment adviser for the Fund. Conning was
formed in 1982. Its address is 700 Market Street, St. Louis, Missouri 63101.
Conning is a wholly owned indirect subsidiary of Conning Corporation, a publicly
traded company (Nasdaq National Market, symbol "CNNG"), which is, in turn, a
majority-owned indirect subsidiary of GenAmerica Corporation. GenAmerica
Corporation's address is 700 Market Street, St. Louis, Missouri 63101. As of
December 31, 1998, Conning provided investment advice to 33 unaffiliated
institutional accounts and to 69 affiliated institutional accounts. As of
December 31, 1998, Conning had approximately $30 billion of assets under its
discretionary management.
Appendix B lists the directors and principal executive officers of
Conning. During the year ended December 31, 1998, the Fund did not pay any
advisory fees to Conning because the Fund did not commence operations until
February 19, 1999. Since February 19, 1999, the Fund has paid advisory fees to
Conning as required under the Current Agreement.
From time to time, Conning receives brokerage and research services from
brokers that execute securities transactions for the Fund. The commission paid
by the Fund to a broker that provides such services to Conning may be greater
than the commission would be if the Fund used a broker that does not provide the
same level of brokerage and research services. Additionally, Conning may use
such services for clients other than the Fund from which the related commissions
are derived.
In addition to serving as investment adviser to the Fund under the Current
Agreement, Conning also serves as investment adviser or sub-adviser to certain
portfolios of other registered investment companies having an investment
objective similar to that of the Fund. Appendix C to this proxy statement lists
the size of such other portfolios and the rate of Conning's compensation.
EVALUATION BY THE BOARD OF TRUSTEES
In determining whether or not to approve the New Agreement and recommend
approval to shareholders, the Board of Trustees, including the Independent
Trustees, considered various materials and representations provided by Conning.
5
<PAGE>
The Trustees considered the following information, among other things:
(1) Conning's representation that the same persons responsible for the Funds'
management under the Current Agreement are currently expected to continue to
manage the Fund under the New Agreement; (2) compensation to be received by
Conning under the New Agreement being the same as the compensation paid under
the Current Agreement; (3) Conning's representation that it will not seek to
increase the rate of advisory fees paid by Sage on behalf of the Fund for a
period of at least two years; (4) the commonality of the provisions of the New
Agreement and Current Agreement; and (5) the belief that MetLife's financial
strength and commitment to the advisory business could enhance the operation of
the Fund and Conning in many ways, including the ability to engage and retain
high-caliber investment personnel, the ability to add investment research
capabilities, the ability to provide seed money for new funds, and the ability
to enhance the quality of services provided to shareholders.
Further, the Board reviewed the determinations it reached at the July 15,
1998 Board meeting in connection with the Board's approval of the Current
Agreement, including: (1) the nature and quality of the services rendered by
Conning under the Current Agreement; (2) the fairness of the compensation
payable to Conning under the Current Agreement; (3) the results achieved by
Conning for the Fund; and (4) the personnel, operations and financial condition,
and investment management capabilities, methodologies, and performance of
Conning.
Based upon its review, the Board determined that by approving the New
Agreement the Fund and its shareholders can be assured that Conning will provide
uninterrupted advisory services. The Board also determined that the New
Agreement is in the best interests of the Fund and its shareholders.
Accordingly, after consideration of the above and such other factors and
information it considered relevant, the Board unanimously approved the New
Agreement and voted to recommend its approval by the Fund's shareholders.
VOTE REQUIRED
Shareholders of the Fund must approve the New Agreement. Approval of this
proposal requires an affirmative vote of the lesser of: (1) 67% or more of the
shares of the Fund's shares present at the Meeting if more than 50% of the
outstanding shares of the Fund are present or represented by proxy, or (2) more
than 50% of the outstanding shares of the Fund.
THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 1.
6
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GENERAL INFORMATION
OTHER MATTERS TO COME BEFORE THE MEETING
Management of the Trust does not know of any matters to be presented at
the Meeting other than those described in this Proxy Statement. If other
business should properly come before the Meeting, the proxy holders will vote
thereon in accordance with their best judgment.
SECTION 15(F) OF THE INVESTMENT COMPANY ACT
MetLife and GAMHC have agreed to use their best efforts to assure
compliance with the conditions of Section 15(f) of the 1940 Act. Section 15(f)
provides a non-exclusive safe harbor for an investment adviser or any affiliated
persons thereof to receive any amount or benefit in connection with a
transaction that results in a change in control of or identity of the investment
adviser to an investment company as long as two conditions are met. First, no
"unfair burden" may be imposed on the investment company as a result of the
transaction relating to the change of control or any express or implied terms,
conditions or understandings applicable thereto. As defined in the 1940 Act,
the term "unfair burden" includes any arrangement during the two-year period
after the change in control whereby the investment adviser (or predecessor or
successor adviser), or any interested person of any such adviser, receives or is
entitled to receive any compensation, directly or indirectly, from the
investment company or its security holders (other than fees for bona fide
investment advisory or other services), or from any person in connection with
the purchase or sale of securities or other property to, from, or on behalf of
the investment company (other than bona fide ordinary compensation as principal
underwriter of the investment company). Second, during the three-year period
immediately following the change of control, at least 75% of the investment
company's board of directors must not be "interested persons" of the investment
adviser or the predecessor investment adviser, within the meaning of the 1940
Act.
VOTING RIGHTS
This Proxy Statement, and the accompanying solicitation of voting
instructions, is being sent to variable life insurance policyholders and
variable annuity contract holders whose policies or contracts are funded by the
separate accounts that invest in the Trust. The number of shares as to which
voting instructions may be given under a policy or contract is determined by the
number of full and fractional shares of the Fund held in a separate account with
respect to that particular policy or contract.
The Fund's shareholders of record (which are the insurance companies that
invest in the shares) at the close of business on December 14, 1999 (the Record
Date) will be entitled to be present and vote at the Meeting with respect to
shares of the Fund owned as of such Record Date. As of the Record Date, the
total number of shares of the Fund outstanding and entitled to vote was
2,078,874.
A majority of the outstanding shares of the Fund on the Record Date,
represented in person or by proxy, must be present to constitute a quorum. If a
quorum is not present at the Meeting, or if a quorum is present but, at the
meeting, sufficient votes to approve any or all of the Proposals are not
received, the persons named as proxies may propose one or more adjournments
7
<PAGE>
of the Meeting to permit further solicitation of proxies. A shareholder vote
may be taken on the Proposal in this proxy statement prior to any adjournment if
sufficient votes have been received with respect to a Proposal. Any adjournment
will require the affirmative vote of a majority of the shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote in favor
of such adjournment with respect to any Proposal for which they are entitled to
vote in favor of, and will vote against any adjournment with respect to those
proxies required to be voted against any Proposal, and will not vote any proxies
that direct them to abstain from voting on such Proposals.
Sage Life, through certain of its separate accounts and its affiliate
FinPlan Holdings, Inc., owns all of the shares of the Fund and has undertaken to
vote its shares in accordance with voting instructions received on a timely
basis from the holders of variable life insurance policies and variable annuity
contracts who have allocated amounts to one or more of the separate account
subdivisions, or sub-accounts, that invest in the Fund. Sage Life will vote the
shares of the Fund for which no timely instructions are received from Contract
Owners, and any shares owned by separate accounts funding qualified plans, in
proportion to the voting instructions that are received with respect to all
policies and contracts participating in the Fund. Voting Instruction Forms that
are properly executed and returned but that have no voting designation with
respect to a Proposal will be voted "For" the proposal.
Voting instructions may be revoked at any time prior to the close of
business on January 24, 2000 (the deadline for timely receipt of voting
instructions), by executing and delivering subsequently signed voting
instructions to Sage Life at 300 Atlantic Street, Stamford, Connecticut 06901.
To the knowledge of management of the Trust, as of December 14, 1999, no
Trustee of the Trust owned 1% or more of the outstanding shares of the Fund.
As of December 14, 1999, no officer of the Trust owned beneficially 5% or
more of the outstanding shares of the Fund.
EXPENSES
Conning, or an entity controlling, controlled by, or under common control
with Conning, will pay the Fund's expenses in connection with this Proxy
Statement and the Meeting, including the printing, mailing, solicitation and
vote tabulation expenses, legal fees, and any other out-of-pocket expenses.
8
<PAGE>
SERVICE PROVIDERS
DISTRIBUTOR
Sage Distributors, Inc. (the "Distributor"), a wholly-owned subsidiary of
Sage Insurance Group, Inc., serves as the distributor (principal underwriter) of
the Fund's shares. The principal business address of the Distributor is 300
Atlantic Street, Stamford, Connecticut 06901.
SUB-ADMINISTRATOR
PFPC, Inc., a subsidiary of PNC Bank, located at 3200 Horizon Drive, King
of Prussia, Pennsylvania 19406, serves as the Fund's sub-administrator pursuant
to a Sub-Administration Agreement with Sage.
SHAREHOLDER PROPOSALS
As a general matter, the Trust does not hold annual meetings of
shareholders. Shareholders wishing to submit proposals for inclusion in a proxy
statement for a subsequent shareholder's meeting should send their written
proposals to: Marc A. Schuman, Secretary of the Trust at PFPC, Inc., 3200
Horizon Drive, King of Prussia, Pennsylvania 19406.
REPORTS TO SHAREHOLDERS
The Trust will furnish, without charge, a copy of its Semi-Annual Report
upon request. To request a Semi-Annual Report, please call the Customer Service
Center for the Trust toll free at (888) 502-SAGE (7243), or send a written
request to: Sage Life, Suite 302, 300 Atlantic Street, Stamford, Connecticut
06901.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE ASSURED, PROMPT
EXECUTION AND RETURN OF THE ENCLOSED VOTING INSTRUCTION FORM IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
December 29, 1999
9
<PAGE>
APPENDIX A
SUB-ADVISORY AGREEMENT
BETWEEN
SAGE ADVISORS, INC.
AND
CONNING ASSET MANAGEMENT COMPANY
This Agreement is made as of _________ ____, 1999 between Sage Advisors, Inc.
(the "Manager") and Conning Asset Management Company, a Missouri corporation
(the "Sub-Adviser").
WHEREAS, Sage Life Investment Trust (the "Investment Company") is an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act") consisting of series, each having its own
investment objective and policies; and
WHEREAS, the Manager is a Delaware corporation and is in the business of
providing, among other things, investment services, including investment
management services to the Investment Company pursuant to a Management Agreement
by and between the Investment Company and the Manager effective _________ ____,
1999 (the "Management Agreement"); and
WHEREAS, the Sub-Adviser is in the business of providing, among other things,
investment advisory services; and
WHEREAS, as permitted by the Management Agreement, the Manager desires to retain
the Sub-Adviser to render sub-investment advisory services to the Investment
Company with respect to the series set forth on Schedule A, as amended from time
to time (each a "Fund" and together the "Funds"), and the Sub-Adviser is willing
to render such services and pay all expenses incurred in connection with
rendering such services;
NOW THEREFORE, in consideration of the mutual agreements contained herein, the
Manager and the Sub-Adviser agree as follows:
1. APPOINTMENT OF SUB-ADVISER
(a) Initial Funds: the Manager hereby appoints the Sub-Adviser to act as
investment Sub-Adviser to the Funds for the period and on the terms set forth in
this Agreement. The Sub-Adviser accepts such appointment and agrees to render
the services herein set forth, for the compensation herein provided.
(b) Additional Funds: In the event that the Investment Company establishes
one or more Funds, other than the initial Funds ("Additional Funds"), with
respect to which the Manager desires to retain the Sub-Adviser to render sub-
investment advisory services hereunder, the Manager shall so notify the Sub-
Adviser in writing, indicating the advisory fee to be payable with respect to
the additional Fund. If the Sub-Adviser is willing to render such services, it
shall so notify the Manager in writing, whereupon such Fund shall become a Fund
under this Agreement. In such event, a writing signed by both the Manager and
the Sub-Adviser shall evidence
Appendix A Page 1
<PAGE>
an amendment to Schedule A as a part hereof indicating that such additional Fund
has become a Fund hereunder and reflecting the agreed-upon fee schedule for such
Fund.
2. REPRESENTATIONS AND WARRANTIES. As of the effective date of this
Agreement, the Sub-Adviser is and shall remain registered as an investment
adviser under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), unless exempt from registration thereunder.
3. SUB-ADVISORY DUTIES. Subject to the supervision of the Board of
Trustees of the Investment Company (the "Board") and of the Manager, the Sub-
Adviser shall provide the Investment Company with such investment research,
advice and supervision as the Investment Company 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 Manager has furnished or will furnish the Sub-Adviser with copies of the
Investment Company's registration statement, Declaration of Trust, and Bylaws as
currently in effect and agrees during the continuance of this Agreement to
furnish the Sub-Adviser with copies of any amendments or supplements thereto
before or at the time the amendments or supplements become effective. The Sub-
Adviser will be entitled to rely on all documents furnished by the Manager.
The Sub-Adviser represents that in performing sub-investment advisory services
for each Fund, the Sub-Adviser shall make every effort to ensure that: (1) each
Fund shall comply with Section 817(h) of the Internal Revenue Code of 1986, as
amended (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 Sub-Adviser shall also make decisions for
the Investment Company as to the manner in which voting rights, rights to
consent to corporate action, and any other rights pertaining to the Investment
Company's securities shall be exercised. If the Board at any time makes any
determination as to investment policy and notifies the Sub-Adviser of such
determination, the Sub-Adviser 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 Sub-Adviser further represents and warrants that it has taken all necessary
steps to ensure that it has fully addressed all Year 2000 transition issues, and
that none of the
Appendix A Page 2
<PAGE>
Manager nor its affiliates, the Investment Company, nor owners of variable
contracts funded by the Funds, will experience any material negative effect from
the Sub-Adviser's Year 2000 transition.
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 Sub-Adviser shall:
(a) 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 Investment Company's registration statement;
(b) Consult with the Manager and 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;
(c) Seek out and implement specific investment opportunities, consistent
with any investment strategies approved by the Manager and Board;
(d) Take such steps as are necessary to implement any overall investment
strategies approved by the Manager and 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;
(e) Regularly report to the Manager and 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;
(f) Maintain all required accounts, records, memoranda, instructions or
authorizations relating to the acquisition or disposition of investments for
each Fund and the Investment Company and provide copies of such documents to the
Manager upon request;
(g) Furnish any personnel, office space, equipment and other facilities
necessary for the operation of each Fund as contemplated in this Agreement;
(h) Provide upon request accounting or other data concerning the Investment
Company's investment activities to the Investment Company or its custodian or
administrator, to assist the Investment Company in preparing and filing all
periodic financial reports or other documents required to be
Appendix A Page 3
<PAGE>
filed with the Securities and Exchange Commission and any other regulatory
entity; and
(i) Provide information upon request from a custodian and/or administrator
to assist in calculating, each business day, the net asset value of the shares
of each Fund in accordance with applicable law.
4. EXECUTION AND ALLOCATION OF PORTFOLIO BROKERAGE. The Sub- Adviser 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 Sub-
Adviser. The Sub-Adviser also is authorized as the agent of the Investment
Company to give instructions to any other party serving as custodian of the
Investment Company 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 Sub-Adviser 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 1940 Act, the
Advisers Act, the Securities Exchange Act of 1934, as amended, and other
applicable provisions of law, the Sub-Adviser may select brokers or dealers that
are affiliated with the Sub-Adviser or the Investment Company.
In addition to seeking the best execution and price, the Sub-Adviser may also
take into consideration brokerage, research and statistical information, wire,
quotation and other services provided by brokers and dealers to the Sub-Adviser.
The Sub-Adviser is also authorized to effect individual securities transactions
at commission rates in excess of the minimum commission rates available, if the
Sub-Adviser 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 Sub-Adviser'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 Sub-Adviser 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 Sub-Adviser 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.
5. ACTIVITIES OF THE SUB-ADVISER. The services of the Sub-Adviser are not
deemed to be exclusive, and the Sub-Adviser is free to render services to
others, so long as the Sub-Adviser's services under this Agreement are not
impaired. It is understood that trustees, officers, employees and shareholders
of the Investment Company are or may become
Appendix A Page 4
<PAGE>
interested persons of the Sub-Adviser, as directors, officers, employees and
shareholders or otherwise, and that directors, officers, employees and
shareholders of the Sub-Adviser are or may become similarly interested persons
of the Investment Company, and that the Sub-Adviser may become interested in the
Investment Company as a shareholder or otherwise.
It is agreed that the Sub-Adviser may use any supplemental investment research
obtained for the benefit of the Investment Company in providing investment
advice to its other investment advisory accounts. The Sub-Adviser or its
affiliates may use such information in managing their own accounts. Conversely,
such supplemental information obtained by the placement of business for the
Sub-Adviser or other entities advised by the Sub-Adviser will be considered by
and may be useful to the Sub-Adviser in carrying out its obligations to the
Investment Company.
Securities or other investments held by a Fund of the Investment Company may
also be held by separate investment accounts or other mutual funds for which the
Sub-Adviser may act as an investment adviser or by the Sub-Adviser or its
affiliates. Because of different investment objectives or other factors, a
particular security may be bought by the Sub-Adviser 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 Sub-
Adviser or its affiliates act as investment adviser or for their advisory
clients arise for consideration at or about the same time, the Investment
Company agrees that the Sub-Adviser 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 Sub-Adviser during the same period may increase the demand for
securities being purchased or the supply of securities being sold, the
Investment Company recognizes that there may be an adverse effect on price.
It is agreed that, on occasions when the Sub-Adviser 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 Sub-Adviser in accordance with any written procedures maintained by
the Sub-Adviser 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 Investment Company and to such other accounts or companies. The Investment
Company recognizes that in some cases this procedure may adversely affect the
size of the position obtainable for a Fund.
6. BOOKS AND RECORDS. The Sub-Adviser hereby undertakes and agrees to
maintain, in the form and for the period required by Rule 31 a-2 and Rule 2a-7
under the 1940 Act, all records relating to the Investment Company's investments
that are required to be maintained by the Investment Company pursuant to the
requirements of Rule 31 a-i and Rule 2a-7 of the 1940 Act.
The Sub-Adviser agrees that all books and records which it maintains for the
Investment Company are the property of the Investment Company and further agrees
to surrender promptly to the Investment Company any such books, records or
information upon the Investment
Appendix A Page 5
<PAGE>
Company's request. All such books and records shall be made available, within
five business days of a written request, to the Investment Company's accountants
or auditors during regular business hours at the Sub-Adviser's offices. The
Investment Company or its authorized representative shall have the right to copy
any records in the possession of the Sub-Adviser that pertain to the Investment
Company. 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 Investment
Company free from any claim or assertion of rights by the Sub-Adviser.
The Sub-Adviser 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 Investment Company or Manager have authorized such disclosure, or if
such disclosure is required by federal or state regulatory authorities.
7. REPORTS TO SUB-ADVISER. The Manager agrees to furnish the Sub-
Adviser at its principal office all Fund prospectuses, proxy statements, reports
to stockholders, sales literature or other material prepared for distribution to
shareholders of the Investment Company or the public, which refer in any way to
the Sub-Adviser, five (5) days, or as reasonably practicable, prior to use
thereof and not to use such material if the Sub-Adviser should object thereto in
writing within five (5) days after receipt of such material; provided, however,
that the Sub-Adviser hereby approves all uses of its name which merely refer in
accurate terms to its appointment as investment Sub-Adviser hereunder, which
merely identifies the Investment Company, or which are required by the
Commission or a state securities commission. In the event of termination of this
Agreement, the Manager shall, on written request of the Sub-Adviser, forthwith
delete any references to the Sub-Adviser from any materials described in the
preceding sentence. The Manager shall furnish or otherwise make available to the
Sub-Adviser such other information relating to the business affairs of the
Investment Company as the Sub-Adviser at any time, or from time to time,
reasonably requests in order to discharge its obligations hereunder.
8. PROXIES. Unless the Manager or the Investment Company gives written
instructions to the contrary, the Sub-Adviser shall vote or not vote all proxies
solicited by or with respect to the issuers of securities in which assets of any
Fund may be invested. The Sub-Adviser shall use its best good faith judgment to
vote or not vote such proxies in a manner which best serves the interests of the
affected Fund's shareholders.
9. EXPENSES. During the term of this Agreement, the Sub-Adviser shall
pay all of its own expenses incurred by it in connection with its activities
under this Agreement and the Manager or the Funds of the Investment Company
shall bear all expenses that are incurred in the Investment Company's operations
not specifically assumed by the Sub-Adviser.
Appendix A Page 6
<PAGE>
10. COMPENSATION OF THE SUB-ADVISER. For the services to be rendered by the
Sub-Adviser as provided in this Agreement, the Manager shall pay to the Sub-
Adviser such compensation as is designated in Schedule A to this Agreement, so
long as the Sub-Adviser has not waived all or a portion of such compensation.
11. DURATION, AMENDMENT AND TERMINATION. This Agreement shall become
effective with respect to each Fund on the date first above written. With
respect to any Additional Funds, provided the provisions of Section 1, Paragraph
(b) have been complied with, this Agreement will become effective on the date on
which the Agreement is approved in accordance with Section 15 of the 1940 Act.
This Agreement, unless sooner terminated as provided herein, shall continue for
each Fund for two (2) years following the effective date of this Agreement with
respect to that Fund, if approved in accordance with Section 15 of the 1940 Act,
and thereafter shall continue automatically for periods of one (1) year so long
as such continuance is specifically approved at least annually (a) by the vote
of a majority of those members of the Board of Trustees of the Investment
Company who are not parties to this Agreement or "interested persons" (as
defined in the 1940 Act) of any such party, cast in person at a meeting called
for the purpose of voting such approval, and (b) by the Board of Trustees of the
Investment Company or by vote of a majority of the outstanding voting securities
of the Fund (as defined in the 1940 Act).
This Agreement may be amended as to a Fund by the parties only if such amendment
is specifically approved by (a) the vote of a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act), and (b) 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, each as required by the 1940 Act.
This Agreement may be terminated by the Manager, the Sub-Adviser, or the
Investment Company on behalf of a Fund, at any time on sixty (60) days' written
notice, without the payment of any penalty. Termination by the Investment
Company on behalf of a Fund may be effected by vote of a majority of those
members of the Board of Trustees who are not "interested persons" (as defined in
the 1940 Act) of the Manager or the Investment Company, or by the vote of either
the majority of the entire Board of Trustees of the Investment Company, or by
vote of a majority of the outstanding voting securities of a Fund with respect
to which the Agreement is being terminated. This Agreement will automatically
and immediately terminate in the event of its assignment (as defined in the 1940
Act).
12. CHOICE OF LAW. This Agreement shall be construed in accordance with the
laws of the State of Delaware (without regard for conflict of law provisions)
and any applicable federal law.
13. LIMITATION OF LIABILITY.
a) In performing its services under this Agreement, the Sub-Adviser agrees
that it is a fiduciary of the Investment Company and that it will perform its
duties and responsibilities with the care, skill, prudence and diligence under
Appendix A Page 7
<PAGE>
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims. The Sub-Adviser shall not be liable for any
loss, liability, or damage incurred by the Investment Company or the Manager as
a result of any investment decision, recommendation, or other action taken or
omitted in what the Sub-Adviser, in good faith, believes to be the proper
performance of its duties under this Agreement, except that the Sub-Adviser
shall be liable and indemnify the Investment Company and/or the Manager to the
extent that such loss, liability, or damage results from (i) a failure of the
Sub-Adviser to satisfy its standard of care set forth above; (ii) the negligence
or bad faith of the Sub-Adviser or the reckless disregard by the Sub-Adviser of
its obligations and duties under this Agreement; or (iii) a breach of the Sub-
Adviser's fiduciary duty to the Investment Company with respect to receipt of
compensation as specified in Section 36(b) of the 1940 Act. Notwithstanding the
foregoing, the Sub-Adviser shall not be liable for any liability, loss or damage
resulting from any investment made by the Sub-Adviser consistent with its
standard of care set forth above or the reliance by the Sub-Adviser on
information provided by the Manager or the Investment Company.
b) In the event the Manager or the Investment Company seeks indemnification
for a claim alleged by a person who is not a party to this Agreement (a "third
party claim"), the Manager or the Investment Company, as applicable, shall, as a
condition to receiving any indemnification pursuant to Subparagraph (a), above,
give prompt written notice of such third party claim to the Sub-Adviser. The
Sub-Adviser shall have the right to elect to investigate and/or defend such
third party claim and, if such election is made, the Company shall have the
right, at its own expense, to participate in the defense of such third party
claim through counsel of its own choosing. The Sub-Adviser shall not settle any
such claims unless it obtains by a general release in favor of the Manager or
the Investment Company, as applicable, or such settlement is consented to by the
Manager or the Investment Company, as applicable. The Sub-Adviser shall not be
required to indemnify the Manager or the Investment Company with respect to any
settlement of a third party claim that the Sub-Adviser has not approved in
writing in advance.
c) It is expressly acknowledged and agreed that the obligations of the
Investment Company shall not be binding upon any of the shareholders, trustees,
officers, employees or agents of the Investment Company, personally, but shall
bind only the trust property of the Investment Company, as provided in its
Declaration of Trust. The execution and delivery of this Agreement have been
authorized by the Trustees of the Investment Company 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.
d) Nothing herein shall affect any rights or obligations of the parties
under the Advisers Act or constitute a restriction or waiver of any rights under
applicable federal or state securities laws.
Appendix A Page 8
<PAGE>
IN WITNESS WHEREOF, the due execution hereof as of the date first above written
SAGE ADVISORS, INC.
Attest: By:
Name: Name:
Title: Title:
CONNING ASSET MANAGEMENT COMPANY
Attest: By:
Name: Name:
Title: Title:
Appendix A Page 9
<PAGE>
SCHEDULE A
Funds Subject to this Agreement
- --------------------------------
Money Market Fund
As consideration for the Sub-Adviser's services to the above Fund, the Sub-
Adviser shall receive from the Fund an annual advisory fee, accrued daily at the
rate of 1/365th of the applicable fee rate and payable quarterly in arrears on
the first business day of each quarter, of the following percentages of the
Fund's average daily net assets during the month:
Money Market Fund
0.15% of the first $100,000,000
0.10% of the next $200,000,000
0.075% thereafter
For the purpose of accruing compensation, the net assets of the 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.
Appendix A Schedule A
<PAGE>
APPENDIX B
----------
<TABLE>
<CAPTION>
DIRECTORS AND PRINCIPAL EXECUTIVE OFFICER
OF CONNING ASSET MANAGEMENT COMPANY
Position with
Conning Asset
Name and Address* Management Company Principal Occupation
- -------------------- -------------------- ------------------------
<S> <C> <C>
John B. Clinton Executive Vice President Executive Vice President
of Conning Corporation;
Executive Vice President
of Conning & Company
Michael D. McLellan Executive Vice President Executive Vice President
of Conning Corporation;
Director and President
of Red Oak Realty and
White Oak Realty
Company; Director of
Conning Mortgage
Investment Trust, Inc.
Donald L. McDonald Director, Executive Vice Executive Vice President
President and Chief Executive Vice President
Investment Officer of Conning Corporation
and Conning & Company
Thomas D. Sargent Executive Vice President Executive Vice President
of Conning Corporation;
Executive Vice President
of Conning & Company
Fred M. Schpero Director, Senior Senior Vice President
Vice President and Chief Financial
and Chief Officer of Conning
Financial Officer Corporation; Senior Vice
President, Secretary,
CFO, and Director of
Conning, Inc., and
Conning & Company;
Director of Conning
Mortgage Investment
Trust, Inc.
</TABLE>
- ------------------------
* The address of Messrs. McLellan and Schpero is 700 Market Street, St.
Louis, MO 63101. The address of Messrs. Clinton, McDonald, and Sargent is
CityPlace II, 185 Asylum St., Hartford, CT 06103.
Appendix B Page 1
<PAGE>
APPENDIX C
OTHER REGISTERED INVESTMENT COMPANY PORTFOLIOS,
ADVISED OR SUBADVISED BY CONNING, WITH INVESTMENT OBJECTIVE
SIMILAR TO THE MONEY MARKET FUND OF THE TRUST
<TABLE>
<CAPTION>
Name of Company* Conning's Rate of
and Portfolio Conning's Role Asset Size Compensation
- -------------------- -------------- ----------- -----------------
<S> <C> <C> <C>
General American Sub-Adviser $250,267,805.51 0.125% per year
Capital Company --
Money Market Fund
Mercantile Funds, Sub-Adviser $220,563,910.49 0.15% per year
Inc. --Conning Money
Market Portfolio
</TABLE>
Appendix C Page 1
<PAGE>
Sage Life Assurance of America, Inc. Voting Instructions
Solicited for a Special
Meeting of Shareholders of
the Money Market Fund on
January 28, 2000
Name of policy/contract holder
Address
City, ST 00000
Your policy or contract (no. ________) entitles you to give voting
instructions as to __________ shares of the Money Market Fund (the "Fund") of
Sage Life Investment Trust (the "Trust"):
PLEASE COMPLETE, SIGN AND DATE THIS FORM AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. Please use blue or black ink or dark pencil; do not use red
ink. Voting instructions must be received by Sage Life Assurance of America,
Inc. ("Sage Life") no later than January 24, 2000 at 5:00 p.m. local time to be
included in the tally of timely voting instructions.
Sincerely yours,
JAMES F. BRONSDON
Assistant Secretary
<PAGE>
I hereby instruct Sage Life to vote the shares of the Fund, as to
which I am entitled to give instructions at an annual meeting of the
shareholders of the Fund (the "Meeting") to be held at 3200 Horizon Drive, King
of Prussia, Pennsylvania 19406, on January 28, 2000 at 11:00 a.m. Eastern Time,
and at any adjournment thereof, in the manner directed below.
I hereby revoke any and all voting instructions with respect to such
shares previously given by me. I acknowledge receipt of the Proxy Statement
dated December 29, 1999, which describes each of the proposals to be presented
at the Meeting.
The Board of Trustees of the Trust Recommends that You Vote for Proposal
No. 1.
THIS INSTRUCTION WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
MADE WITH RESPECT TO PROPOSAL NO. 1, THIS INSTRUCTION WILL BE VOTED "FOR" THAT
PROPOSAL.
1. To approve or disapprove a new Investment Advisory
Agreement between Sage Advisors, Inc. and Conning For Against Abstain
Asset Management Company with respect to the Money [ ] [ ] [ ]
Market Fund
2. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
Date: --------------------------------
Policy/Contract Holder Signature
Signature should be exactly as the policy/contract holder's name
appears atop this Form. If a fiduciary (e.g., attorney, executor, trustee,
guardian, etc.) is signing this Form on behalf of the policy/contract holder,
the fiduciary's signature must be followed by his or her full title.
These voting instructions may be revoked by arranging for subsequently
signed voting instructions to be received by Sage Life no later than
Monday, January 24, 2000 at 5:00 p.m. local time.
