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EX. (99)(d)(iv)
INVESTMENT SUB-ADVISORY AGREEMENT
This Investment Sub-Advisory Agreement (the "Agreement") is made as of the
31st day of July, 2000, by and between Assante Asset Management, Inc.
("Adviser") and Roxbury Capital Management, LLC ("Sub-Adviser").
W I T N E S S E T H
WHEREAS, Adviser is the investment adviser of the U.S. Growth Strategy
Fund, (the "Fund"), a series of the SA Funds Investment Trust (the "Trust"), an
open-end diversified, management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, Adviser desires to retain Sub-Adviser to furnish investment
advisory services for the Fund, and Sub-adviser wishes to provide such services,
upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:
1. APPOINTMENT. Adviser hereby appoints Sub-Adviser to provide certain
sub-investment advisory services to the Fund for the period and on the
terms set forth in this Agreement. Sub-Adviser hereby accepts such
appointment and agrees to furnish the services on the terms set forth in
this Agreement.
2. SUB-ADVISER SERVICES. Subject always to the supervision of the Fund's Board
of Trustees and Adviser, Sub-Adviser will furnish an investment program in
respect of, and make investment decisions for, such portion of the assets
of the Fund as Adviser shall from time to time designate (each a "Fund
Segment") and place all orders for the purchase and sale of securities on
behalf of each Fund Segment. In the performance of its duties, Sub-Adviser
will satisfy its fiduciary duties to the Fund and will monitor each Fund
Segment's investments, and will comply with the provisions of the Trust's
Declaration of Trust and By-laws, as amended from time to time, and the
stated investment objectives, policies and restrictions of the Fund as set
forth in the prospectus and Statement of Additional Information for the
Fund, as amended from time to time, as well as any other written
objectives, policies or limitations as may be provided to and accepted by
Sub-Adviser from Adviser in writing from time to time.
Sub-Adviser will provide reports described on Exhibit B attached hereto at
least quarterly to the Trust's Board of Trustees and to Adviser.
Sub-Adviser will make its officers and employees available to Adviser and
the Board of Trustees from time to time at reasonable times to review
investment policies of the Fund with respect to each Fund Segment and to
consult with Adviser regarding the investment affairs of each Fund Segment.
Sub-Adviser agrees that it:
(a) will use the same skill and care in providing such services as it uses
in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will comply with all applicable provisions of the 1940 Act and rules
and regulations of the Securities and Exchange Commission in all
material respects and in addition will conduct its activities under
this Agreement in accordance, with any applicable laws and regulations
of any governmental authority pertaining to its investment advisory
activities;
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(c) is authorized to and will select all other brokers or dealers that
will execute the purchases and sales of portfolio securities for each
Fund Segment and is hereby authorized as the agent of the Fund to
give, instructions to the Fund's custodian as to deliveries of
securities or other investments and payments of cash of each Fund
Segment for the account of the Fund. In making such selection,
Sub-Adviser is directed to use its best efforts to obtain best
execution, taking into account all appropriate factors, including
price, dealer spread or commission, size and difficulty of the
transaction and research or other services provided. With respect to
transactions under subparagraph (c) or this subparagraph (d), it is
understood that Sub-Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary duty to the Fund or in
respect of the Fund, or be in breach of any obligation owing to the
Fund or in respect of the Fund under this Agreement, or otherwise,
solely by reason of its having caused the Fund to pay a member of a
securities exchange, a broker or a dealer a commission for effecting a
securities transaction of the Fund in excess of the amount of
commission another member of an exchange, broker or dealer would have
charged if Sub-Adviser determined in good faith that the commission
paid was reasonable in relation to the brokerage and research services
provided by such member, broker, or dealer, viewed in terms of that
particular transaction or Sub-Adviser's overall responsibilities with
respect to the accounts as to which it exercises investment
discretion;
(d) is authorized to consider for investment by each Fund Segment
securities that may also be appropriate for other funds and/or clients
served by Sub-Adviser. To assure fair treatment of each Fund Segment
and all other clients of Sub-Adviser in situations in which two or
more clients' accounts participate simultaneously in a buy or sell
program involving the same security, such transactions will be
allocated among each Fund Segment and other clients in a manner deemed
equitable by Sub-Adviser. Sub-Adviser is authorized to aggregate
purchase and sale orders for securities held (or to be held) in each
Fund Segment with similar orders being made on the same day for other
eligible client accounts or portfolios managed by Sub-Adviser. When an
order is so aggregated, the actual prices applicable to the aggregated
transaction will be averaged and each Fund Segment and each other
account or portfolio participating in the aggregated transaction will
be treated as having purchased or sold its portion of the securities
at such average price;
(e) will report regularly to Adviser and to the Fund's Board of Trustees
and will make appropriate persons available for the purpose of
reviewing with representatives of Adviser and the Board of Trustees on
a regular basis at reasonable times the management of each Fund
Segment, including without limitation, review of the, general
investment strategies of each Fund Segment, the performance of each
Fund Segment in relation to standard industry indices and general
conditions affecting the marketplace, and will provide various other
reports from time to time as reasonably requested by Adviser;
(f) will vote all proxies with respect to securities in each Fund Segment;
and
(g) will act upon reasonable instructions from Adviser which, in the
reasonable determination of Sub-Adviser, are not inconsistent with
Sub-Adviser's fiduciary duties under this Agreement.
3. EXPENSES. During the term of this Agreement, Sub-Adviser will provide the
office space, furnishings, equipment and personnel required to perform its
activities under this Agreement, and will pay all customary expenses
incurred by it in connection with its activities under this
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Agreement, which shall not include the cost of securities (including
brokerage commissions, if any) purchased for each Fund Segment.
4. COMPENSATION. For the services provided under this Agreement, Adviser will
pay Sub-Adviser a Sub-Advisory fee computed and paid as set forth in
Exhibit A hereto.
5. OTHER SERVICES. Sub-Adviser will for all purposes herein be deemed to be an
independent contractor and will, unless otherwise expressly provided or
authorized, have no authority to act for or represent Adviser, the Fund or
the Trust or otherwise be deemed an agent of Adviser, the Fund or the
Trust. Adviser understands and has advised the Fund's Board of Trustees
that Sub-Adviser acts as an investment adviser or sub-investment adviser to
other investment companies and other advisory clients. Sub-Adviser
understands that during the term of this Agreement Adviser may retain one
or more other sub-advisers with respect to any portion of the assets of the
Fund other than the Fund Segments.
6. REPRESENTATIONS OF SUB-ADVISER. Sub-Adviser represents and warrants that it
is registered with the Securities and Exchange Commission under the
Advisers Act. Sub-Adviser agrees that it shall remain so registered
throughout the term of this Agreement and shall notify Adviser immediately
if Sub-Adviser ceases to be so registered as an investment adviser.
Sub-Adviser further represents and warrants that it: (a) is duly organized
and validly existing under the laws of the state of its organization with
the power to own and possess its assets and carry on its business as it is
now being conducted; (b) has the authority to enter into and perform the
services contemplated by this Agreement; (c) is not prohibited by the 1940
Act or the Advisers Act from performing the services contemplated by this
Agreement; (d) has met, and will continue to seek to meet for the duration
of this Agreement, any other applicable federal or state requirements, and
the applicable requirements of any regulatory or industry self-regulatory
agency, necessary to be met in order to perform its services under this
Agreement; and (e) will promptly notify Adviser of the occurrence of any
event that would disqualify it from serving as an investment adviser to an
investment company pursuant to Section 9(a) of the 1940 Act. In addition,
Sub-Adviser represents that it has provided Adviser with copies of each of
the following documents: (i) Sub-Adviser's Form ADV as filed with the
Securities Exchange Commission; and (ii) separate lists of persons who
Sub-Adviser wishes to have authorized to give written and/oral instructions
to the custodians of the Fund's assets for the Fund. Sub-Adviser will
furnish Adviser from time to time with copies, properly certified or
otherwise authenticated, of all material amendments of or supplements to
the foregoing, if any. Such amendments or supplements as to items (i)
through (ii) will be provided within 30 days of the time such materials
became available to Sub-Adviser.
7. BOOKS AND RECORDS. Sub-Adviser will maintain, in the form and for the
period required by Rule 31a-2 under the 1940 Act, all records relating to
each Fund Segment's investments that are required to be maintained by the
Fund pursuant to the requirements of paragraphs (b)(5), (b)(6), (b)(7),
(b)(9), (b)(10) and (f) of Rule 3la-1 under the 1940 Act. Sub-Adviser
agrees that all books and records which it maintains in connection with its
management of the Fund Segments are the property of the Fund and further
agrees to surrender promptly to the Adviser or the Fund any such books,
records or information upon the Adviser's or the Fund's request (provided,
however, that Sub-Adviser may retain copies of such records). All such
books and records shall be made available, with prompt and reasonable
access upon reasonable notice to the Fund's accountants or auditors during
regular business hours at Sub-Adviser's offices. Adviser and the Fund or
either of their authorized representatives shall have the right to copy any
records in the possession of Sub-Adviser which pertain to the Fund or the
Trust. Such books, records, information or reports shall be made available
to properly authorized government representatives
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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 Adviser or the Fund, provided, however,
that Sub-Adviser may retain copies of such records.
Sub-Adviser agrees that it will not disclose or use any records or
confidential information obtained pursuant to this Agreement in any manner
whatsoever except as authorized in this Agreement or in writing by Adviser
or the Fund, or if such disclosure is required by federal or state
regulatory authorities. Sub-Adviser may disclose the investment performance
of each Fund Segment, provided that such disclosure does not reveal the
identity of Adviser, the Fund or the Trust. Sub-Adviser may, however,
disclose that Adviser, the Fund and the Trust are its clients.
8. CODE OF ETHICS. Sub-Adviser has adopted a written code of ethics complying
with the requirements of Rule 17j-1 under the 1940 Act and will provide
Adviser and the Fund with a copy of such code. Within 20 days of the end of
each calendar quarter during which this Agreement remains in effect, the
president or a vice president of Sub-Adviser shall certify to Adviser or
the Fund that Sub-Adviser has complied with the requirements of Rule 17j-1
during the previous quarter and that there have been no violations of
Sub-Adviser's code of ethics or, if any violation has occurred, the nature
of such violation and of the action taken in response to such violation.
9. LIMITATION OF LIABILITY. Neither Sub-Adviser nor any of its directors,
officers, stockholders, agents or employees shall have any liability to
Adviser, the Fund or any shareholder of the Fund for any error of judgment,
mistake of law, or loss arising out of any investment, or for any other act
or omission in the performance by Sub-Adviser of its duties hereunder,
except for liability resulting from willful misfeasance, bad faith, or
gross negligence on Sub-Adviser's part in the, performance of its duties or
from reckless disregard by it of its obligations and duties under this
Agreement.
Sub-Adviser agrees to indemnify and defend Adviser, its officers,
directors, employees and any person who controls Adviser for any loss or
expense (including reasonable attorneys' fees) arising out of or in
connection with any action, suit or proceeding relating to any actual or
alleged material misstatement or omission in the Fund's registration
statement, any proxy statement, or any communication to current or
prospective investors in the Fund if such material misstatement or omission
was made in reliance upon and in conformity with written information
furnished by Sub-Adviser to Adviser or the Fund.
Adviser agrees to indemnify and defend Sub-Adviser, its officers,
directors, employees and any person who controls Sub-Adviser for any loss
or expense (including reasonable attorneys' fees) arising out of or in
connection with any action, suit or proceeding relating to any actual or
alleged material misstatement or omission in the Fund's registration
statement, any proxy statement, or any communication to current or
prospective investors in the Fund (other than any material misstatement or
omission made in reliance upon and in conformity with written information
furnished by Sub-Adviser to Adviser or the Fund).
10. TERM AND TERMINATION. This Agreement shall become effective with respect to
each Fund Segment on July 31, 2000, and shall remain in full force until
July 31, 2002, unless sooner terminated as hereinafter provided. This
Agreement shall continue in force from year to year thereafter with respect
to the Fund, but only as long as such continuance is specifically approved
for the Fund at least annually in the manner required by the 1940 Act and
the rules and regulations thereunder; provided, however, that if the
continuation of this Agreement is not
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approved for the Fund, Sub-Adviser may continue. to serve in such capacity
for the Fund in the manner and to the extent permitted by the 1940 Act and
the rules and regulations thereunder.
This Agreement shall terminate as follows:
(a) This Agreement shall automatically terminate in the event of its
assignment (as defined in the Advisers Act) and may be terminated at
any time without the payment of any penalty by Adviser or by
Sub-Adviser on thirty days written notice to the other party. This
Agreement may also be terminated by the Fund with respect to the Fund
by action of the Board of Trustees or by a vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act)
on sixty days written notice to Sub-Adviser by the Fund.
(b) This Agreement may be terminated with respect to the Fund at any time
without payment of any penalty by Adviser, the Board of Trustees or a
vote of majority of the outstanding voting securities of the Fund in
the event that Sub-Adviser or any officer or director of Sub-Adviser
has taken any action which results in a material breach of the
covenants of Sub-Adviser under this Agreement.
(c) This Agreement shall automatically terminate in the event the
investment management agreement between Adviser and the Fund with
respect to the Fund is terminated, assigned or not renewed.
Termination of this Agreement shall not affect the right of
Sub-Adviser to receive payments of any unpaid balance of the
compensation described in Section 4 earned prior to such termination.
11. NOTICE. Any notice under this Agreement by a party shall be in writing,
addressed and personally delivered, mailed postage prepaid, or sent by
facsimile transmission with confirmation of receipt, to the other party at
such address as such other party may designate in writing for the receipt
of such notice.
12. ADVISER REPRESENTATIONS AND RESPONSIBILITY. Adviser represents and warrants
that it has all requisite power and authority to execute, deliver and
perform this Agreement, that the execution and delivery of this Agreement
has been duly authorized and when so executed and delivered will be binding
upon Adviser in accordance with its terms. Adviser will deliver to
Sub-Adviser such evidence of its authority with respect to this Agreement
as Sub-Adviser may reasonably require, whether by way of a certified
resolution or otherwise. Adviser will provide Sub-Adviser with copies of
the Fund's constituent documents, prospectus, and Statement of Additional
Information and any amendment thereto, and any objectives, policies or
limitations not appearing therein as they may be relevant to Sub-Adviser's
performance under this Agreement; provided, however, that no changes or
modifications to the foregoing shall be binding on Sub-Adviser until it is
notified thereof.
13. MISCELLANEOUS. This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof and may be amended only
by written consent of both parties. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit
any of the provisions hereof or otherwise affect their construction or
effect. If any provision of this Agreement is held or made, invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
will not be affected thereby. This Agreement will be binding upon and shall
inure to the benefit of the parties and their respective successors.
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17. APPLICABLE LAW. This Agreement shall be construed in accordance with
applicable federal law and the laws of the State of California.
IN WITNESS WHEREOF, Adviser and Sub-Adviser have caused this Agreement to
be executed as of the date and year first above written.
ASSANTE ASSET MANAGEMENT, INC.
By: /s/ Michael Clinton
------------------------------------
Name: Michael Clinton
Title: CFO
ROXBURY CAPITAL MANAGEMENT, LLC
By: /s/ Clare N. McTernan
------------------------------------
Name: Clare N. McTernan
Title: Managing Director
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EXHIBIT A
FEE SCHEDULE
Adviser shall pay Sub-Adviser with respect to each Fund Segment each calendar
month during the term of this Agreement, a fee based on the average daily net
assets of each Fund Segment, at the following annual rates:
.50% of the first $100 million of assets under management;
.40% on the remaining assets under management thereafter
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EXHIBIT B
SUB-ADVISER CERTIFICATION/REPORTING REQUIREMENTS
Compliance with Code of Ethics
TO BE PROVIDED TO BOARD OF TRUSTEES:
* Quarterly certification of compliance with sub-adviser's Code of
Ethics
Quarterly Certification of Compliance with Trust's Procedures:
TO BE PROVIDED TO BOARD OF TRUSTEES:
* RULE 17a-7, 10f-3 AND 17e-1 - REPORT ON TRANSACTIONS OCCURRING DURING THE
QUARTER TO DETERMINE WHETHER EACH TRANSACTION COMPLIED WITH TRUST'S
PROCEDURES.
* Derivative Investments - List of derivative investments purchased or held.
* Securities Lending - A report on lending activity.
* 144A - A report regarding the liquidity of any Rule 144A Securities
purchased or held during the quarter.
* Security Valuation -
a. A list of securities held by the Fund for which market quotations are
not readily available, a description of the method used to value the
security and any factors considered significant in the determination to use
such valuation method and a representation that, in making a determination
as to the appropriate method of valuation, the Fund's procedures were
complied with; and
b. A list of securities held by the Fund for which the Subadviser overrode
the price received from a pricing source, a description of the factors the
Subadviser considered in overriding the price and a representation that, in
overriding the price, the Fund's procedures were complied with.
