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Exhibit (h)(2)
SERVICE AGREEMENT
AGREEMENT dated as of _____________________, 1998, between Sage Advisors,
Inc. ("Sage"), a Delaware Corporation with its principal offices at 300 Atlantic
Street, Suite 302, Stamford, CT 06901, as Manager for Sage Life Investment
Trust (the "Trust"), and Sage Life Assurance of America, Inc. (the "Company"), a
Delaware corporation having its principal office and place of business at 300
Atlantic Street, Suite 302, Stamford, CT 06901.
In consideration of the promises and mutual covenants set forth in this
Agreement, the Parties agree as follows:
1. Services Provided
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The Company agrees to provide services to the Trust including the
following:
a) responding to inquiries from the Company Contract owners using one or
more Funds of the Trust as an investment vehicle regarding the Funds
to which Contract owners have allocated Contract value;
b) providing information to Sage with respect to shares attributable to
Contract owner accounts;
c) communication directly with Contract owners concerning the Trust's
operations;
d) providing such other similar services as the parties mutually agree.
2. Expense Allocation
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Subject to Paragraph 3 hereof, the Company or its affiliates shall bear the
expenses associated with the Contracts as provided in that certain
Participation Agreement by and among the Trust, the Company and Sage
Distributors, Inc.
3. Payment of Expenses
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a) Sage will pay the Company a quarterly fee ("Fund Servicing Fee") equal
to a percentage of the average daily net assets of the Funds
attributable to Contracts, at the annual rate of 0.18% of all assets
invested among any of the Funds of the Trust. The payment of the Fund
Servicing Fee shall commence at the end of the first calendar quarter
in which Contract value has been allocated to any Fund.
b) From time to time, the Parties hereto shall review the Fund Servicing
Fee to determine whether it reasonably approximates the incurred and
anticipated costs, over time of the Company in connection with its
duties hereunder. The Parties agree to negotiate in good faith any
change to the Fund Servicing Fee proposed by a Party in good faith.
4. Term of Agreement
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Either Party may terminate this Agreement, without penalty, on 60 days'
written notice to the other Party. Unless so terminated, this Agreement
shall continue in effect for so long as Sage or its successor(s) in
interest, or any affiliate thereof, continues to perform in a similar
capacity for the Trust, and for so long as any Contract value or any monies
attributable to the Company is allocated to a Fund.
5. Notice
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Notices and communications required or permitted hereby will be given to
the following persons at the following addresses and facsimile numbers, or
such other persons, addresses or facsimile numbers as the Party receiving
such notices or communications may subsequently direct in writing:
Sage Advisors, Inc.
300 Atlantic Street, Suite 302
Stamford, CT 06901
Attn: Robin I. Marsden,
President and Chief Executive Officer
Fax: (203) 324-6173
Sage Life Assurance of America, Inc.
300 Atlantic Street, Suite 302
Stamford, CT 06903
Attn: James F. Bronsdon, Esquire
Fax: (203) 425-9923
6. Applicable Law
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Except insofar as the Investment Company Act of 1940 or other federal laws
and regulations may be controlling, this Agreement will be construed and
the provisions hereof interpreted under and in accordance with Delaware
law, without regard for that state's principles of conflict of laws.
7. Severability
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If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will
not be affected thereby.
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8. Rights Cumulative
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The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, that the Parties are entitled to under
federal and state laws.
9. Assignment
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Neither this Agreement nor any rights or obligations hereunder may be
assigned by either party without the prior written consent of the other
party thereto.
10. Amendment
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This Agreement may be amended or modified in whole or in part only by a
written agreement executed by both parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their duly authorized officers signing below.
SAGE ADVISORS, INC.
By: _____________________________________________
Name: Robin I. Marsden
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Title: President and Chief Executive Officer
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SAGE LIFE ASSURANCE OF AMERICA, INC.
By: _____________________________________________
Name: Ronald S. Scowby
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Title: Chairman
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