Exhibit (h)(iii)(b)
SA FUNDS - INVESTMENT
TRUST
SHAREHOLDER SERVICE
AGREEMENT
FOR THE ALLOCATION FUNDS
This Shareholder Service
Agreement (the “Agreement”) is made December 9, 2014, by and between SA FUNDS -
INVESTMENT TRUST, a Delaware business trust (the “Trust”), and LWI FINANCIAL
INC. (“Xxxxxx Xxxx”), a Delaware 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 amended, as such
Registration Statement may from time to time be amended and supplemented; and
WHEREAS, the Trust desires
to retain Xxxxxx Xxxx to furnish certain shareholder services to the Trust, and
Xxxxxx Xxxx 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 XXXXXX
XXXX. This Agreement relates to the series and/or class(es) of shares of the
Trust (each a “Fund” and together, the “Funds”) listed in Schedule A hereto. The
Trust hereby appoints Xxxxxx Xxxx to serve as shareholder service agent to the
Funds, 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. Xxxxxx Xxxx 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.
In the event that the Trust
establishes one or more additional Funds with respect to which the Trust wishes
to retain Xxxxxx Xxxx to act as service agent hereunder, the Trust shall notify
Xxxxxx Xxxx in writing. Upon written acceptance by Xxxxxx Xxxx, 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 Funds) may be modified with respect
to each additional Fund in writing by the Trust and Xxxxxx Xxxx at the time of
the addition of the Fund.
2. SERVICES TO BE PROVIDED
BY XXXXXX XXXX. Xxxxxx Xxxx shall provide, if instructed by independent
investment advisers on behalf of their shareholder clients, the following
services to each Fund:
A. Establish and maintain a
toll-free telephone number for shareholders of a Fund to use to obtain or
receive up-to-date account information;
B. Make available to
shareholders of a Fund quarterly reports with respect to the performance of a
Fund, such reports to be separate and apart from the Trust’s semi-annual and
annual reports to shareholders;
C. Provide the shareholders
of a Fund with such information regarding the Fund, and their investment in its
shares, as they or the Trust may reasonably request;
D. Arrange for the
purchase, exchange, redemption, or transfer of Fund shares in conjunction with
the shareholder’s custodian of record;
E. Arrange for the
transmission of proxy statements, annual reports, semi-annual reports,
prospectuses, privacy policies, and other communications from the Trust;
F. Arrange for the
fulfillment of the customer identification program in relation to the
shareholders of a Fund pursuant to the Trust’s anti-money laundering policies
and procedures;
G. Promptly address
shareholder complaints directed to or brought to the attention of the Trust or
Xxxxxx Xxxx;
H. Maintain a technological
platform whereby shareholders can access up-to-date information related to their
respective holdings in a Fund via the internet; and
I. Providing such other
related services as the Trust’s Board of Trustees or shareholders may reasonably
request, consistent with applicable law, the Trust’s governing documents, the
investment objectives, investment program, policies and restrictions of the
Funds as provided in the then-current prospectus and 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.
3. COMPENSATION OF XXXXXX
XXXX. The shareholder servicing fee for each Fund has two components. For the
services rendered by Xxxxxx Xxxx, as provided in Section 2 of this Agreement,
related to Affiliated Fund Assets, there is no shareholder servicing fee.
“Affiliated Fund Assets” means the assets of a Fund invested in any series (or
class thereof) of the Trust, any other investment companies advised or
sub-advised by the Xxxxxx Xxxx, any money market funds, or held as cash or cash
equivalents. For the services rendered by Xxxxxx Xxxx, as provided in Section 2
of this Agreement, related to Other Assets, each Fund shall pay to Xxxxxx Xxxx a
fee at an annual rate equal to 0.25 percent of the average daily net assets of
the Fund. “Other Assets” means the assets of a Fund that are not Affiliated Fund
Assets. The fee shall be accrued daily by each Fund and paid to Xxxxxx Xxxx at
the end of each month. If this Agreement is terminated prior to the end of any
month, the fee for such month shall be prorated.
4. ACTIVITIES OF XXXXXX
XXXX. The services of Xxxxxx Xxxx to the Trust or in respect of a Fund are not
to be deemed exclusive, and Xxxxxx Xxxx 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 XXXXXX
XXXX. In the performance of its duties hereunder, Xxxxxx Xxxx shall (a) comply in
all material respects with applicable law and regulations, and (b) 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. Xxxxxx Xxxx 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 Xxxxxx Xxxx in writing. Xxxxxx Xxxx 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 Xxxxxx Xxxx’x 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 Xxxxxx Xxxx 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.
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6. DURATION AND
TERMINATION. This Agreement shall become effective on December 9, 2014, 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 Xxxxxx Xxxx. 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 Xxxxxx Xxxx. This Agreement may be terminated by
Xxxxxx Xxxx 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.
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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed on the December 9,
2014.
| LWI
FINANCIAL INC. |
|
SA FUNDS –
INVESTMENT TRUST |
| |
| s/ Xxxxxxxxxxx X. Xxxxxxx |
|
|
/s/ Xxxxxxxxx X. Xxxxx |
|
| Xxxxxxxxxxx
X. Xxxxxxx |
|
Xxxxxxxxx X.
Xxxxx |
| General
Counsel & CCO |
|
President
and Chief Executive Officer |
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SCHEDULE
A
SA FUNDS - INVESTMENT
TRUST
SA Worldwide Conservative
Fund
SA Worldwide Moderate Fund
SA Worldwide Equity Fund
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