SA FUNDS - INVESTMENT TRUST
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES
AGREEMENT
INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES
AGREEMENT made as of the 23 day of January, 2009, by and between
SA Funds Investment Trust, a Delaware statutory trust (the Trust), on
behalf of each series of the Trust listed on Appendix A hereto, as may be
amended from time to time (each a Fund and collectively the Funds), and
LWI Financial Inc., a Delaware corporation (the Manager). WHEREAS,
the Trust is an open-end management investment company registered
under the Investment Company Act of 1940, as amended (the 1940 Act);
and WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and is engaged in the
business of supplying investment advice, investment management and
administrative services, as an independent contractor; and WHEREAS, the
Trust desires to retain the Manager to render investment management and
administrative services to the Funds pursuant to the terms and provisions
of this Agreement, and the Manager is willing to furnish such advice and
services; NOW, THEREFORE, in consideration of the covenants and the
mutual promises hereinafter set forth, the parties hereto, intending to be
legally bound hereby, mutually agree as follows:
1. Appointment of Manager. The Manager is hereby appointed to serve as
the investment adviser and administrator to the Funds, to provide
investment advisory and administrative services with respect to each Fund
for the period and on the terms set forth in this Agreement, subject to the
supervision and direction of the Trusts Board of Trustees. The Manager
hereby accepts such appointment.
2. Retention of Sub-Advisers and Sub-Administrators. Subject to the
provisions of the Trusts Agreement and Declaration of Trust and the 1940
Act, the Manager may: (A) select and contract with: (i) one or more
investment advisers (the Sub-Advisers) to provide to the Manager
investment advice relating to the assets of a Fund and related services
and/or (ii) one or more administrators (the Sub-Administrators) to provide
certain administrative services to assist the Manager in carrying out its
responsibilities as administrator to the Trust, as the Manager may from
time to time deem appropriate; and/or (B) delegate any or all of its
functions hereunder to one or more Sub-Advisers and/or one or more Sub-
Administrators, provided that any such contract with a Sub-Adviser shall
be in compliance with and approved as required by the 1940 Act or in
accordance with exemptive relief granted by the Securities and Exchange
Commission under the 1940 Act, and any such contract with a Sub-
Administrator shall be approved by the Trusts Board of Trustees. So long
as any Sub-Adviser or Sub-Administrator serves as investment adviser or
administrator to any Fund pursuant to a sub-advisory or sub-
administration agreement, the responsibilities and obligations of the
Manager under this Agreement shall be, subject in any event to the
supervision and direction of the Trusts Board of Trustees, to determine
and review with such Sub-Adviser the investment objectives, policies and
restrictions and placing of all orders for the purchase and sale of portfolio
securities for the Funds, as further described in the sub-advisory
agreement, and/or to determine and review with such Sub-Administrator
the policies related to the administration of the Funds, as further described
in the sub-administration agreement. The retention of a Sub-Adviser or
Sub-Administrator shall in no way reduce the responsibilities and
obligations of the Manager under this Agreement and the Manager shall
be responsible to the Trust for all acts or omissions of the Sub-Adviser or
Sub-Administrator in connection with the performance of the Managers
duties under this Agreement. The Manager may terminate the services of
any Sub-Adviser or Sub-Administrator at any time, subject to the approval
of the Trusts Board of Trustees, and shall at such time assume the
responsibilities and obligations of such Sub-Adviser or Sub-Administrator
unless and until a successor Sub-Adviser or Sub-Administrator is selected.
3. Duties of Manager.
(a) Investment Management. The Manager shall act as investment
manager to the Funds and shall supervise and direct, or cause the Sub-
Adviser to supervise and direct, the investment of the Funds assets on
behalf of the Funds (and to the extent the prospectus permits or directs
investment in another open-end investment company advised by the Sub-
Adviser, monitor such investment) in accordance with applicable law, the
Trusts governing documents, the investment objectives, investment
program, policies and restrictions of the Funds as provided in the then-
current prospectus and the then-current Statement of Additional
Information contained in the Trusts Registration Statement under the 1940
Act and the Securities Act of 1933, as amended (the 1933 Act), and such
other limitations as the Trustees may impose from time to time in writing
to the Manager. The Manager shall cause the Sub-Adviser to formulate a
continuing program for the management of each Funds assets, and the
Manager shall supervise such investment programs formulated by the Sub-
Adviser and monitor the Sub-Advisers implementation of such investment
programs. Without limiting the generality of the foregoing, the Manager
shall: (i) furnish, or cause or permit the Sub-Adviser to furnish, the Funds
with advice and recommendations with respect to the investment of each
Funds assets and the purchase and sale of portfolio securities for the
Funds, including the taking of such other steps as may be necessary to
implement such advice and recommendations; (ii) furnish the Funds with
reports, statements and other data on securities, economic conditions and
other pertinent subjects which the Trusts Board of Trustees may
reasonably request; (iii) manage the investments of the Funds, subject to
the ultimate supervision and direction of the Trusts Board of Trustees; (iv)
render to the Trusts Board of Trustees such periodic and special reports
with respect to each Funds investment activities as the Board may
reasonably request; and (v) provide asset allocation and portfolio
rebalancing services to investors and advisors utilizing the Managers
structured investing programs.
(b) Brokerage. The Manager shall place orders, or cause or permit the
Sub-Adviser to place orders, for the purchase and sale of securities either
directly with the issuer or with a broker or dealer selected by the Manager
or the Sub-Adviser. In placing each Funds securities trades, it is
recognized that the Manager or Sub-Adviser will give primary
consideration to securing the most favorable price and efficient execution,
so that each Funds total cost or proceeds in each transaction will be the
most favorable under all the circumstances. Within the framework of this
policy, the Manager or Sub-Adviser may consider the financial
responsibility, research and investment information, and other services
provided by brokers or dealers who may effect or be a party to any such
transaction or other transactions to which other clients of the Manager or
Sub-Adviser may be a party.
It is understood that it is desirable for the Funds that the Manager and the
Sub-Adviser have access to investment and market research and securities
and economic analyses provided by brokers and others. It is also
understood that brokers providing such services may execute brokerage
transactions at a higher cost to the Funds than might result from the
allocation of brokerage to other brokers on the basis of seeking the most
favorable price and efficient execution. Therefore, the purchase and sale of
securities for the Funds may be made with brokers who provide such
research and analysis, subject to review by the Trusts Board of Trustees
from time to time with respect to the extent and continuation of this
practice to determine whether each Fund benefits, directly or indirectly,
from such practice. The Manager or the Sub-Adviser may select broker-
dealers for the execution of the Funds portfolio transactions who provide
research and analysis as the Manager or Sub-Adviser may lawfully and
appropriately use in its investment management and advisory capacities,
whether or not such research and analysis may also be useful to the
Manager or Sub-Adviser in connection with their services to other clients.
On occasions when the Manager or Sub-Adviser deems the purchase or
sale of a security to be in the best interests of one or more of the Funds as
well as of other clients, the Manager or Sub-Adviser, to the extent
permitted by applicable laws and regulations, may aggregate the securities
to be so purchased or sold in order to obtain the most favorable price or
lower brokerage commissions and the most efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transaction, will be made by the Manager or Sub-
Adviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Funds and to such other clients.
(c) Administrative Services. The Manager shall oversee the administration
of all aspects of the Trusts business and affairs and shall provide certain
services required for effective administration of the Trust. The Manager
shall furnish, without cost to the Trust, services of persons to perform the
executive, administrative, compliance and clerical functions of the Trust
that are not performed by or through other persons or agents engaged by
the Trust (including, e.g., the transfer and dividend disbursing agent or the
depository agent or accounting agent).
The Manager shall provide suitable office space and furnishing (which
may be in the offices of the Manager), small office equipment and utilities,
supplies and postage as are necessary for the performance of its duties to
the Trust under this Agreement.
The Manager shall assist the Trust in selecting, coordinating the activities
of, supervising and acting as liaison with any other persons and agents
engaged by the Trust, including the Trusts depository agent or custodian,
accounting agent, transfer agent, dividend disbursing agent,
subadministrator, independent accountants and legal counsel.
The Manager will ensure that all financial, accounting, corporate and other
records required to be maintained and preserved by the Trust or on its
behalf will be maintained in accordance with applicable laws and
regulations.
The Manager shall provide persons satisfactory to the Trusts Board of
Trustees to act as officers and employees of the Trust and the Funds (such
officers and employees, as well as certain trustees, may be trustees,
directors, officers, partners, or employees of the Manager or its affiliates).
The Manager shall furnish to or place at the disposal of the Trust such
information, reports, evaluations, analyses and opinions relating to its
administrative functions as the Trust may, at any time or from time to
time, reasonably request or as the Manager may deem helpful to the Trust.
The Manager shall assist in the development and preparation of all reports
and communications by the Trust to the Funds shareholders and all reports
and filings necessary to maintain the registrations and qualifications of the
Trusts shares under federal and state law. The Manager will also prepare
or assist in the preparation of all required tax returns, proxy statements and
reports or filings with any governmental agency.
The Manager shall respond to all inquires from shareholders or otherwise
answer communications from shareholders. If any such inquiry or
communication would be more properly answered by one of the agents
listed above, the Manager will oversee their response.
4. Best Judgment and Efforts. The Manager shall use its best judgment and
efforts in rendering the advice and services to the Trust as contemplated
by this Agreement.
5. Independent Contractor. The Manager shall, for all purposes herein, be
deemed to be an independent contractor, and shall, unless otherwise
expressly provided and authorized to do so, have no authority to act for or
represent the Trust or the Funds in any way, or in any way be deemed an
agent for the Trust or for the Funds. It is expressly understood and agreed
that the services to be rendered by the Manager to the Funds under the
provisions of this Agreement are not to be deemed exclusive, and the
Manager shall be free to render similar or different services to others so
long as its ability to render the services provided for in this Agreement
shall not be impaired thereby.
6. Managers Personnel. The Manager shall, at its own expense (except as
otherwise provided in this Agreement), maintain such staff and employ or
retain such personnel and consult with such other persons as it shall from
time to time determine to be necessary to the performance of its
obligations under this Agreement. Without limiting the generality of the
foregoing, the staff and personnel of the Manager shall be deemed to
include persons employed or retained by the Manager to furnish statistical
information, research, and other factual information, advice regarding
economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance
as the Manager or the Trusts Board of Trustees may desire and reasonably
request.
7. Reports by Trust to Manager. The Trust shall from time to time furnish
or otherwise make available to the Manager detailed statements of the
investments and assets, prospectuses, Statements of Additional
Information, financial reports, proxy statements, legal and other
information relating to the business and affairs of the Trust, with respect to
each Fund, as may be in its possession or available to it, together with
such other information as the Manager may reasonably request.
8. Ownership and Confidentiality of Records. All records required to be
maintained and preserved by the Trust pursuant to the provisions of rules
or regulations of the Securities and Exchange Commission under Section
31(a) of the 1940 Act and maintained and preserved by the Manager on
behalf of the Trust are the property of the Trust and shall be surrendered
by the Manager promptly on request by the Trust. The Manager (and its
affiliates) shall not disclose or use any records or information obtained
pursuant to this Agreement in any manner whatsoever except as expressly
authorized by this Agreement or by the Trusts Board of Trustees, or as
required by applicable law. The Manager (and its affiliates) shall keep
confidential any information obtained in connection with its duties
hereunder and shall disclose such information only if the Trust has
authorized such disclosure or if such disclosure is expressly required by
applicable law or federal or state regulatory authorities.
9. Allocation of Expenses.
(a) Expenses Paid by the Manager.
(1) Salaries and Fees of Trustees and Officers. As between the Trust and
the Manager, the Manager shall pay all salaries, expenses, and fees, if any,
of the Trustees, officers, and employees of the Trust who are directors,
officers, or employees of the Manager.
(2) Waiver or Assumption and Reimbursement of Trust Expenses by the
Manager. The waiver or assumption and reimbursement by the Manager
of any expense of the Trust that the Manager is not required by this
Agreement to waive, or assume or reimburse, shall not obligate the
Manager to waive, or assume or reimburse, the same or any similar
expense of the Trust on any subsequent occasion, unless so required
pursuant to a separate agreement between the Trust and the Manager.
(b) Expenses Paid by the Trust. The Trust shall bear all expenses of its
organization, operation, and business not specifically waived, assumed, or
agreed to be paid by the Manager as provided in this Agreement or any
other agreement between the Trust and the Manager. In particular, the
expenses that the Trust shall bear include, but are not limited to:
(1) Custody and Accounting Services. All fees and expenses of
depositories, custodians, accounting service agents and other agents for
the transfer, receipt, safekeeping, servicing of and accounting for the
Funds cash, securities, and other property.
(2) Distribution Expenses. Distribution expenses of the Funds paid
pursuant to any plan of distribution that may be adopted in accordance
with the provisions of Rule 12b-1 under the 1940 Act.
(3) Shareholder Service Expenses. Shareholder service expenses of the
Funds paid pursuant to the Shareholder Service Agreement between the
Trust and the Manager and any similar agreement that the Trust may
adopt.
(4) Transfer Agency and Dividend Disbursement. All costs of
establishing, maintaining and servicing accounts of shareholders of the
Funds, all fees and expenses of the Trusts transfer agent, sub-
administrator, dividend disbursing agent and any other agents engaged by
the Trust to service such accounts.
(5) Shareholder Reports and Other Communications. All costs of
preparing, setting in type, printing and distributing reports and other
communications to shareholders of the Funds.
(6) Prospectuses. All costs of preparing, setting in type, printing and
mailing to shareholders of the Funds annual or more frequent revisions of
the Trusts prospectuses and Statements of Additional Information and any
supplements thereto.
(7) Shareholder Meetings. All costs incidental to holding meetings of
shareholders of the Funds, including the printing of notices and proxy
materials, and proxy solicitations therefor.
(8) Pricing and Portfolio Valuation. All costs of daily valuation of the
individual portfolio securities of the Funds and daily computation of the
net asset value per share of the Funds, including the cost of any equipment
obtained by the Trust, the Manager, or agents of the Trust, or a
proportionate share of the cost of any equipment currently owned by the
Manager, that will be used to price the Funds shares or value the Funds
assets or the cost of the services of any agents engaged by the Trust for the
purpose of pricing Fund shares or valuing the assets of the Funds.
(9) Communications. All charges for equipment or services used for
communications with respect to the Funds between the Manager or the
Trust and the depository agent or custodian, accounting pricing agent,
transfer agent, dividend disbursing agent, sub-administrator or any other
agent engaged by the Trust to provide services to the Funds.
(10) Legal and Accounting Fees. All charges for services and expenses of
the Trusts legal counsel, legal counsel to the independent Trustees, and
independent accountants.
(11) Trustees Fees and Expenses. All compensation of Trustees (other
than those Trustees affiliated with the Manager or the Sub-Adviser), all
expenses incurred in connection with their services as Trustees, and all
expenses of meetings of the Trusts Board of Trustees and of committees of
the Trusts Board of Trustees.
(12) Federal Registration Fees. All fees and expenses of maintaining the
registration of the Trust under the 1940 Act and maintaining the
registration of the Funds shares or registering additional shares of the
Fund under the 1933 Act, including all fees and expenses incurred in
connection with the preparation, setting in type, printing and filing of any
post-effective amendments or supplements to the Registration Statement,
prospectuses and Statements of Additional Information for the Trust under
the 1933 Act or the 1940 Act that may be prepared from time to time.
(13) Blue Sky Fees. All fees and expenses (i) of filing documentation to
permit the offer and sale of shares of the Trust or the Funds, as
appropriate, under the securities laws of various states and jurisdictions
and (ii) of maintaining the registration and qualification of the Trust or the
Funds, as appropriate, under all other laws applicable to the Trust or the
Funds, as appropriate, or its business activities.
(14) Issue, Redemption and Transfer of the Funds Shares. All expenses
incurred in connection with the issue, redemption and transfer of the
Funds shares, including the expenses of confirming all share transactions
and of transmitting share certificates, if any are issued, for the Funds.
(15) Bonding and Insurance. All expenses of bond, liability and other
insurance coverage required by law or regulation or deemed advisable by
the Trusts Board of Trustees, including, without limitation, such bond,
liability and other insurance expense that may from time to time be
allocated to the Trust in a manner approved by the Trusts Board of
Trustees.
(16) Brokerage Commissions. All brokers commissions and other charges
incident to the purchase, sale, or lending of the Funds portfolio securities.
(17) Taxes. All taxes or governmental fees payable to federal, state, or
other governmental agencies, domestic or foreign, including issue, stamp,
or transfer taxes.
(18) Trade Association Fees. All fees, dues, costs of attendance at
meetings and conferences and other expenses incurred in connection with
the Trusts membership in any trade association or other investment
organization.
(19) Performance Information. Industry performance reporting services
fees reasonably necessary for the Trusts Board of Trustees to keep current
regarding industry and regulatory requirements.
(20) Nonrecurring and Extraordinary Expenses. Such nonrecurring and
extraordinary expenses as may arise, including the costs of actions, suits,
or proceedings to which the Trust is a party and the expenses the Trust
may incur as a result of its legal obligation to provide indemnification to
its Trustees, officers, employees and agents.
10. Fees.
(a) Each Fund shall pay to the Manager, and the Manager agrees to accept,
as full compensation for all investment advisory and administrative
services furnished or provided to such Fund pursuant to this Agreement,
the fees as set forth in the Fee Schedule attached hereto as Appendix B, as
may be amended in writing from time to time by the Trust and the
Manager. In addition to the fees for investment advisory and
administrative services, each Fund shall pay to the Manager, and the
Manager shall in turn pay to the Sub-Adviser, the sub-advisory fees as set
forth in the Fee Schedule attached hereto as Appendix B, as may be
amended in writing from time to time by the Trust and the Manager.
(b) The fees shall be accrued daily by each Fund and paid to the Manager
monthly on the first business day of the next calendar month.
(c) If this Agreement becomes effective or terminates prior to the end of
any month, the fee to the Manager for the period from the effective date to
the end of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such
effectiveness or termination occurs. In the case of termination, such fee
shall be payable within ten (10) days after the date of termination.
(d) The Manager may reduce any portion of the compensation or
reimbursement of expenses due to it pursuant to this Agreement and may
agree to make payments to limit the expenses which are the responsibility
of one or more Funds under this Agreement. Any such reduction or
payment shall be applicable only to such specific reduction or payment
and shall not constitute an agreement to reduce any future compensation
or reimbursement due to the Manager hereunder or to continue future
payments. Any such reduction will be agreed to in writing prior to accrual
of the related expense or fee and will be estimated daily and reconciled
and paid on a monthly basis. To the extent such an expense limitation has
been agreed to in writing by the Manager and such limit has been
disclosed to shareholders of a Fund in a prospectus, the Manager may not
change the limitation without first disclosing the change in an updated
prospectus. Any fee withheld pursuant to this paragraph from the Manager
may be reimbursed by the appropriate Fund to the Manager in the first,
second or third (or any combination thereof) fiscal year next succeeding
the fiscal year of the withholding provided that the aggregate expenses for
the next succeeding fiscal year or second succeeding fiscal year or third
succeeding fiscal year do not exceed any more restrictive limitation to
which the Manager has agreed in writing and the Trusts Board of Trustees,
including a majority of the Trustees who are not interested persons of the
Manager, approves such reimbursement. The Manager generally may
request and receive reimbursement for the oldest reductions and waivers
before payment for fees and expenses for the current year.
(e) The Manager may agree in writing not to require payment of any
portion of the compensation or reimbursement of expenses otherwise due
to it pursuant to this Agreement prior to the time such compensation or
reimbursement has accrued as a liability of the Fund. Any such agreement
shall be applicable only with respect to the specific items covered thereby
and shall not constitute an agreement not to require payment of any future
compensation or reimbursement due to the Manager hereunder.
11. Fund Share Activities of Managers, Directors, Officers and
Employees. The Manager agrees that neither it nor any of its directors,
officers or employees shall take any short position in the shares of the
Funds. This prohibition shall not prevent the purchase of such shares by
any of the officers and directors or bona fide employees of the Manager or
any trust, pension, profit-sharing or other benefit plan for such persons or
affiliates thereof, at a price not less than the net asset value thereof at the
time of purchase, as allowed pursuant to rules promulgated under the 1940
Act.
12. Conflicts with Trusts Governing Documents and Applicable Laws.
Nothing herein contained shall be deemed to require the Trust or the
Funds to take any action contrary to the Trusts Agreement and Declaration
of Trust, By-Laws, or any applicable statute or regulation, or to relieve or
deprive the Trusts Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust and Funds.
13. Managers Liabilities.
(a) Neither the Manager nor any of its directors, officers, employees or
agents performing services for the Trust, with respect to the Funds, at the
direction or request of the Manager in connection with the Managers
discharge of its obligations undertaken or reasonably assumed with respect
to this Agreement, shall be liable for any act or omission in the course of
or in connection with the Managers services hereunder, including any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates; provided,
that nothing herein contained shall be construed to protect the Manager or
any such persons against any liability to the Trust or its shareholders to
which the Manager or such persons would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
the obligations or duties under this Agreement in the performance of its or
their duties on behalf of the Trust or for failure by the Manager or any
such persons to exercise due care in rendering other services to the Trust.
(b) The Funds shall indemnify and hold harmless the Manager and its
shareholders, directors, officers and employees (any such person, an
Indemnified Party) against any loss, liability, claim, damage or expense
(including the reasonable cost of investigating and defending any alleged
loss, liability, claim, damage or expenses and reasonable legal fees
incurred in connection therewith) arising out of the Indemnified Partys
performance or non-performance of any duties under this Agreement
provided, however, that nothing herein shall be deemed to protect any
Indemnified Party against any liability to which such Indemnified Party
would otherwise be subject by reason of willful misfeasance, bad faith or
negligence in the performance of duties under this Agreement, or by
reason of reckless disregard of the obligations and duties under this
Agreement.
(c) No provision of this Agreement shall be construed to protect the
Manager, any director or officer of the Manager, or any Trustee or officer
of the Trust, from liability in violation of Sections 17(h) and (i) of the
1940 Act.
14. Non-Exclusivity. The Trusts employment of the Manager is not an
exclusive arrangement, and the Trust may from time to time employ other
individuals or entities to furnish it with the services provided for herein.
15. Term. This Agreement shall become effective as to each Fund as of
the date set forth opposite the Funds name on Appendix A hereto,
provided that this Agreement has been approved by (i) the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement
nor interested persons of the Manager or the Trust, cast in person at a
meeting called for the purpose of voting on such approval, and (ii) the vote
of a majority of the outstanding voting securities of the Fund. This
Agreement shall remain in effect with respect to a Fund for a period of
two years from its effective date, unless sooner terminated as hereinafter
provided. This Agreement shall continue in effect with respect to a Fund
thereafter for additional periods not exceeding one year so long as such
continuation is specifically approved at least annually by (a) the vote of a
majority of the Trustees of the Trust who are not parties to this Agreement
nor interested persons of the Manager or the Trust, cast in person at a
meeting called for the purpose of voting on such approval, and (b) either
(i) the Trusts Board of Trustees or (ii) the vote of a majority of the
outstanding voting securities of the Fund. Any approval of this Agreement
by a majority of the outstanding voting securities of a particular Fund shall
be effective to continue this Agreement with respect to that Fund,
notwithstanding (i) that a comparable agreement has not been approved by
the vote of a majority of the outstanding voting securities of any other
Fund, or (ii) that this Agreement has not been approved by the vote of a
majority of the outstanding voting securities of the Trust, unless such
approval shall be required by any other applicable law or otherwise. The
Manager shall furnish to the Trust, promptly upon its request, such
information as may be reasonably necessary to evaluate the terms of this
Agreement or any extension, renewal or amendment thereof.
16. Amendment of Agreement. Except to the extent permitted by the 1940
Act or the rules or regulations thereunder or pursuant to any exemptive or
other relief granted by the Securities and Exchange Commission or its
staff, this Agreement may be amended by the parties only if such
amendment is specifically approved by (i) the vote of a majority of the
Trustees of the Trust who are not parties to this Agreement nor interested
persons of the Manager or the Trust, cast in person at a meeting called for
the purpose of voting on such approval, and (ii) the vote of a majority of
the outstanding voting securities of the Fund or Funds affected by the
amendment.
17. Termination. This Agreement may be terminated at any time, without
the payment of any penalty, by the Trusts Board of Trustees, by the vote
of a majority of the outstanding voting securities of the Trust or, with
respect to any one or more of the Funds, by the vote of a majority of the
outstanding voting securities of such Fund or Funds, upon sixty (60) days
prior written notice to the Manager, or by the Manager upon sixty (60)
days prior written notice to the Trust. In the event this Agreement is
terminated with respect to any Fund(s), this Agreement shall remain in full
force and effect with respect to all other Funds listed on Appendix A
hereto, as the same may be amended.
18. Termination by Assignment. This Agreement shall terminate
automatically in the event of any transfer or assignment thereof.
19. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute or rule, or shall be otherwise rendered
invalid, the remainder of this Agreement shall not be affected thereby.
20. Definitions. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term
or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any
such court by rules, regulations, or orders of the Securities and Exchange
Commission validly issued pursuant to the 1940 Act. Specifically, the
terms vote of a majority of the outstanding voting securities, interested
person, assignment and affiliated person shall have the meanings assigned
to them by Section 2(a) of the 1940 Act. In addition, where the effect of a
requirement of the 1940 Act reflected in any provision of this Agreement
is relaxed by a rule, regulation, or order of the Securities and Exchange
Commission, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation, or order.
21. Notice of Declaration of Trust. The Manager agrees that the Trusts
obligations under this Agreement shall be limited to the Funds and to their
assets, and that the Manager shall not seek satisfaction of any such
obligation from the shareholders of the Funds nor from any trustee,
officer, employee or agent of the Trust or the Funds.
22. Captions. The captions in this Agreement are included for convenience
of reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect.
23. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California without giving
effect to the conflict of laws principles thereof; provided that nothing
herein shall be construed to preempt, or to be inconsistent with, any
federal law, regulation or rule, including the 1940 Act and the Investment
Advisors Act of 1940 and any rules and regulations promulgated
thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed by their duly authorized officers, all on the day and
year first above written.
SA FUNDS - INVESTMENT TRUST LWI FINANCIAL INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President Title: President
Appendix A
Fund Schedule
Fund Effective Date
SA Global Fixed Income Fund
SA U.S. Market Fund
SA U.S. Value Fund
SA U.S. Small Company Fund
SA International Value Fund
SA International Small Company Fund
SA U.S. Fixed Income Fund
SA Emerging Markets Value Fund
SA Real Estate Securities Fund
Appendix B
Fee Schedule
Fund Advisory Fee as a percentage of average daily net assets
Administrative Fee as a percentage of average daily net assets
Sub-Advisory Fee as a percentage of average daily net assets
SA Global Fixed Income Fund 0.65% 0.10% 0.05%
SA U.S. Market Fund 0.65% 0.10% 0.0462%
SA U.S. Value Fund 0.65% 0.10% 0.10%
SA U.S. Small Company Fund 0.65% 0.10% 0.35%
SA International Value Fund 0.65% 0.10% 0.20%
SA International Small Company Fund 0.65% 0.10% 0.00%
SA U.S. Fixed Income Fund 0.30% 0.10% 0.10%
SA Emerging Markets Value Fund 0.65% 0.10% 0.50%
SA Real Estate Securities Fund 0.65% 0.10% 0.15%