INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
THIS INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT made
as of the ____ day of _______ 1999, by and between SA Funds - Investment
Trust, a Delaware business trust (the "Trust"), on behalf of each series of
the Trust listed in APPENDIX A hereto, as may be amended from time to time
(each, a "Fund") and RWB Advisory Services Inc., a Corporation organized and
existing under the laws of the State of Maryland (the "Manager").
WITNESSETH:
WHEREAS, the Trust is an open-end management investment company,
registered as such 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 Trust's Board of Trustees. The Manager
hereby accepts such employment.
2. RETENTION OF SUB-ADVISERS AND SUB-ADMINISTRATORS. Subject to the
provisions of the Trust's 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 such investment
advice relating to the assets of a Fund and related services and (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; or (B) delegate any or all of its functions
hereunder to one or more Sub-Advisers or Sub-Administrators, provided that
the Trust's Board of Trustees shall approve any such contract with a
Sub-Adviser or Sub-Administrator. So long as any Sub-Adviser or
Sub-Administrator serves as investment adviser or administrator to any Fund
pursuant to a subadvisory or subadministration agreement, the
responsibilities and obligations of the Manager under this Agreement shall
be, subject in any event to the control of the Trust's Board of Trustees, to
determine and review with such Subadviser the investment objectives, policies
and restrictions and placing of all orders for the purchase and sale of
portfolio securities for the Funds, all as further described in the
subadvisory agreement, and to determine and review with such Subadministrator
the policies related to the administration of the Funds, as further described
in the subadministration 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 Manager's duties under this
Agreement. The Manager may terminate the services of any Subadviser or
Subadministrator at any time, subject to the approval of the Trust's Board of
Trustees, and shall at such time assume the responsibilities and obligations
of such Subadviser or Subadministrator unless and until a successor
Subadviser or Subadministrator is selected.
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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, investment of the Funds' assets on
behalf of the Funds in accordance with applicable law, the Trust's governing
and 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 Trust's
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
Fund's assets, and the Manager shall supervise such investment programs
formulated by the Sub-Adviser and monitor the Sub-Adviser's 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 Fund's 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 Trust's Board of Trustees
may reasonably request; (iii) manage the investments of the Funds, subject to
the ultimate supervision and direction of the Trust's Board of Trustees; and
(iv) render to the Trust's Board of Trustees such periodic and special
reports with respect to each Fund's investment activities as the Board may
reasonably request.
(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 Fund's securities
trades, it is recognized that the Manager or Sub-Adviser will give primary
consideration to securing the most
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favorable price and efficient execution, so that each Fund's 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 Trust's 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.
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(c) ADMINISTRATIVE SERVICES. The Manager shall oversee the
administration of all aspects of the Trust's 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 liason with any
other persons and agents engaged by the Trust, including the Trust's
depository agent or custodian, accounting agent, transfer agent, dividend
disbursing agent, sub-administrator, 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
Trust's 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.
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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 Trust's 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 EFFORTS AND JUDGMENT. 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. MANAGER'S 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
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and trends, information with respect to technical and scientific
developments, and such other information, advice and assistance as the
Manager or the Trust's 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 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 and applicable
law. The Manager 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
directors, officers, and employees of the Manager who
are Trustees, officers, or employees of the Trust.
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(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
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expenses of the Trust's 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
Trust's 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,
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dividend disbursing agent, sub-administrator or any
other agent engaged by the Trust to provide
services to the Funds.
(10) INDEPENDENT LEGAL AND ACCOUNTING FEES. All
charges for services and expenses of the Trust's
independent legal counsel 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 Board
of Trustees of the Trust and committees of the
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
Fund's 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.
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(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 Board
of Trustees of the Trust, 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
Board of Trustees of the Trust.
(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 Trust's
membership in any trade association or other
investment organization.
(19) PERFORMANCE INFORMATION. Industry performance
reporting services fees reasonably necessary for
Board of Trustees of the Trust 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
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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 administrative and investment
management 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.
(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 maybe, 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 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 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
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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
and the Board of Trustees of the Trust, including a majority of 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 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 PARTNERS, OFFICERS AND
EMPLOYEES. The Manager agrees that neither it nor any of its partners,
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 partners 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 TRUST'S 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 Trust's Agreement and Declaration of Trust,
By-Laws, or any applicable statute or regulation, or to relieve or deprive
the Board of Trustees of the Trust of its responsibility for and control of
the conduct of the affairs of the Trust and Funds.
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13. MANAGER'S 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
Manager's 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 Manager's 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 the shareholders, directors, officers and employees of each of them (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 Party's 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 hereunder 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 any Trustee or officer of the Trust, or partner or officer of the
Manager, from liability in violation of Sections 17(h) and (i) of the 1940
Act.
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14. NON-EXCLUSIVITY. The Trust's 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.
In the event this Agreement is terminated with respect to any Fund, 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.
15. TERM. This Agreement shall become effective on the date that is
the latest of (1) the execution of this Agreement, (2) the approval of this
Agreement by the Board of Trustees of the Trust including a majority of the
Trustees who are not parties to this Agreement nor "interested persons" of
the Manager and (3) the approval of this Agreement by the shareholders of
each Fund in a special meeting of shareholders of the Fund. This Agreement
shall remain in effect for a period of two years, unless sooner terminated as
hereinafter provided. This Agreement shall continue in effect thereafter for
additional periods not exceeding one year so long as such continuation is
approved for each Fund at least annually by (i) the Board of Trustees of the
Trust or by the vote of a majority of the outstanding voting securities of
each Fund and (ii) 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. Any approval of this Agreement by the holders of a majority of
the outstanding voting securities of a particular Fund shall be effective to
continue this Agreement, notwithstanding (i) that a comparable agreement has
not been approved by the holders of a majority of the outstanding shares of
any other Fund and (ii) that this Agreement has not been approved by the vote
of a majority of the outstanding shares 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.
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16. AMENDMENT OF AGREEMENT. Any amendment to this Agreement shall be
in writing and signed by the parties hereto; provided, that no material
amendment shall be effective unless authorized on behalf of the Trust (i) by
resolution of the Board of Trustees of the Trust, including a majority of the
non-interested Trustees and (ii) if required by law, by vote of a majority of
the outstanding voting securities of the Funds or a particular Fund.
17. TERMINATION. This Agreement may be terminated by the Trust on
behalf of any one or more of the Funds at any time without payment of any
penalty, by the Board of Trustees of the Trust or by vote of a majority of
the outstanding voting securities of the relevant Fund or Funds, upon sixty
(60) days' written notice to the Manager, and by the Manager upon sixty (60)
days' written notice to the Fund.
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
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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
Trust's 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and attested by their duly authorized officers, all on the
day and year first above written.
SA Funds - Investment Trust RWB Advisory Services Inc.
By: ____________________________ By: ____________________________________
Xxxx X. Xxxxx, Xx.
Title: President Title: _________________________________
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APPENDIX A
FUND SCHEDULE
Fund Effective Date
---- --------------
SA Fixed Income Fund
SA U.S. Market Fund
SA U.S HBtM Fund
SA U.S. Small Company Fund
SA International HBtM Fund
SA International Small Company Fund
00
XXXXXXXX X
FEE SCHEDULE
FUND Advisory Fee as a percentage of average
---- daily net assets
----------------
SA Fixed Income Fund %
SA U.S. Market Fund %
SA U.S. HBtM Fund %
SA U.S. Small Company Fund %
SA International HBtM Fund %
SA International Small Company Fund %
Administrative Fee as a percentage of
average daily net assets
------------------------
CLASS I CLASS S
------- -------
SA Fixed Income Fund % %
SA U.S. Market Fund % %
SA U.S. HBtM Fund % %
SA U.S. Small Company Fund % %
SA International HBtM Fund % %
SA International Small Company Fund % %
20
