Exhibit 23(h)(iii)
SA FUNDS - INVESTMENT TRUST
SHAREHOLDER SERVICE AGREEMENT
AGREEMENT made this 8th day of July 1999, by and between SA FUNDS -
INVESTMENT TRUST, a Delaware business trust (the "Trust"), and RWB ADVISORY
SERVICES INC. ("RWB"), a Maryland corporation.
WHEREAS, the Trust has been organized and operates as an investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act")for the purpose of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the 1940 Act and
the Securities Act of 1933, as such Registration Statement may from time to time
be amended and supplemented; and
WHEREAS, the Trust desires to retain RWB to furnish certain shareholder
services to the Trust, and RWB is willing to furnish such services, on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, it is agreed as follows:
1. APPOINTMENT OF RWB. The Trust hereby appoints RWB to serve as
shareholder service agent to the Trust, subject to the direction of the Board of
Trustees and the officers of the Trust for the period and on the terms
hereinafter set forth. RWB hereby accepts such appointment and agrees to
provide, at its own expense, the office space, furnishings and equipment and the
personnel required by it to perform the services described herein for the
compensation as provided in Section 3 of this Agreement.
The Trust will initially consist of the series and/or class(es) of
shares (each a "Fund") listed in Schedule A to this Agreement. In the event that
the Trust establishes one or more additional Funds with respect to which the
Trust wishes to retain RWB to act as service agent hereunder, the Trust shall
notify RWB in writing. Upon written acceptance by RWB, such Fund shall become
subject to the provisions of this Agreement to the same extent as the existing
Funds, except to the extent that such provisions (including those relating to
the compensation payable by the Trust and its Funds) may be modified with
respect to each additional Fund in writing by the Trust and RWB at the time of
the addition of the Fund.
2. SERVICES TO BE PROVIDED BY RWB. RWB shall provide the following
services to each Fund:
A. Establish and maintain a toll-free telephone number for
shareholders of the Fund to use to obtain or receive up-to-date
account information;
B. Provide to shareholders of the Fund quarterly reports with
respect to the performance of the Fund, such reports to be
separate and apart from the Trust's semi-annual and annual
reports to shareholders; and
C. Provide the shareholders of the Fund with such information
regarding the operation and affairs of the Fund, and their
investment in its shares, as they or the Trust may reasonably
request.
3. COMPENSATION OF RWB. For the services to be rendered by RWB as
provided in Section 2 of this Agreement, each Fund shall pay to RWB, at the end
of each month, a fee equal to one-twelfth of 0.25 percent of average daily net
assets of the Class S Shares of the Fund and one-twelfth of 0.05 percent of
average daily net assets of the Class I Shares of the Fund. If this Agreement is
terminated prior to the end of any month, the fee for such month shall be
prorated.
4. ACTIVITIES OF RWB. The services of RWB to the Trust or in respect of
a Fund are not to be deemed exclusive, and RWB shall be free to render similar
services to others as long as its services to the Trust or in respect of a Fund
are not impaired thereby.
5. RESPONSIBILITY OF RWB. In the performance of its duties hereunder,
RWB shall be obligated to exercise due care and diligence and to act in a timely
manner and in good faith to assure the accuracy and completeness of all services
performed under this Agreement. RWB shall be under no duty to take any action on
behalf of a Fund except as specifically set forth herein or as may be
specifically agreed to by RWB in writing. RWB shall be responsible for its own
negligent failure to perform its duties under this Agreement. In assessing
negligence for purposes of this Agreement, the parties agree that the standard
of care applied to RWB's conduct shall be the care that would be exercised by a
similarly situated service provider, supplying substantially the same services
under substantially similar circumstances.
No provision of this Agreement shall be deemed to protect RWB against
any liability to the Trust or its shareholders to which it might otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or the reckless disregard of its obligations under
this Agreement.
6. DURATION AND TERMINATION. This Agreement shall become effective on
______, 1999, provided that prior to such date it shall have been approved by
the Board of Trustees of the Trust including a majority of the Trustees who are
not "interested persons" (as defined in the 0000 Xxx) of the Trust and shall
continue in effect until terminated by the Trust or RWB. This Agreement may at
any time be terminated without penalty by vote of the Board of Trustees of the
Trust on sixty days' written notice to RWB. This Agreement may be terminated by
RWB after ninety days' written notice to the Trust.
7. NOTICES. Any notices under this Agreement shall be given in writing
addressed and delivered, or mailed post-paid, to the other party at the
principal business office of such party.
8. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
9. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
11. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof. 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. This Agreement shall be binding and shall inure to the benefit of the
parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 8th day of July, 1999.
RWB ADVISORY SERVICES INC. SA FUNDS - INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxx, Xx. By: /s/ Xxxx X. Xxxxx, Xx.
--------------------------- ----------------------------
Xxxx X. Xxxxx, Xx. Xxxx X. Xxxxx, Xx.
Title: President and Chief Title: President and Chief
Executive Officer Executive Officer
SCHEDULE A
SA FUNDS - INVESTMENT TRUST
SA Fixed Income Fund - Class S Shares
SA U.S. Market Fund - Class S Shares
SA U.S. HBtM Fund - Class S Shares
SA U.S. Small Fund - Class S Shares
SA International HBtM Fund - Class S Shares
SA International Small Fund Class S Shares
SA Fixed Income Fund - Class I Shares
SA U.S. Fund - Class I Shares
SA U.S. HBtM Fund - Class I Shares
SA U.S. Small Fund - Class I Shares
SA International HBtM Fund - Class I Shares
SA International Small Fund - Class I Shares
