Exhibit 23(d)(iii)
SA FUNDS - INVESTMENT TRUST
AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT executed as of June 14, 2005 by
and among SA FUNDS - INVESTMENT TRUST (the "Trust"), LWI FINANCIAL INC.
("Adviser") and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation and
registered investment adviser ("Sub-Adviser").
WHEREAS, Adviser is the investment manager for the TRUST, an open-end
management investment company registered under the Investment Company Act of
1940, as amended ("1940 Act"); and
WHEREAS, Adviser and Sub-Adviser intend to enter into a letter agreement
pursuant to which the parties will agree to conduct certain joint activities;
and
WHEREAS, Adviser desires to retain Sub-Adviser as agent to furnish
investment advisory services to the investment portfolios of the Trust listed on
SCHEDULE A hereto and Sub-Adviser has agreed to act in such capacity (each a
"Fund" and collectively the "Funds").
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby appoints Sub-Adviser to provide
sub-investment advisory services to the Funds for the period and on the terms
set forth in this Agreement. Sub-Adviser accepts such appointment and agrees to
furnish the services herein set forth for the compensation herein provided.
2. DELIVERY OF DOCUMENTS. Adviser has furnished Sub-Adviser with copies
properly certified or authenticated of each of the following:
(a) the Trust's Declaration of Trust, as filed with the Secretary of
State of Delaware and all amendments thereto or restatements thereof (such
Declaration of Trust, as presently in effect and as it shall from time to
time be amended or restated, is herein called the "Declaration of Trust");
(b) the Trust's By-Laws and amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of Sub-Adviser and approving this Agreement;
(d) the Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission (the "SEC")
on January 11, 1999 and all amendments thereto;
(e) the Trust's Registration Statement on Form N-lA under the
Securities Act of 1933, as amended ("1933 Act") (File No. 33-70423) and
under the 1940 Act (File No. 811-09195) as filed
with the SEC and all amendments thereto insofar as such Registration
Statement and such amendments relate to the Funds; and
(f) the Trust's most recent prospectus and Statement of Additional
Information (such prospectus and Statement of Additional Information, as
presently in effect, and all amendments and supplements thereto, are herein
collectively called the "Prospectus").
Adviser will furnish the Sub-Adviser from time to time with copies of
all amendments of or supplements to the foregoing.
3. MANAGEMENT. Subject always to the supervision of Trust's Board of
Trustees and Adviser, the Sub-Adviser will furnish an investment program in
respect of, and make investment decisions for, all assets of the Funds and place
all orders for the purchase and sale of securities, all on behalf of the Funds.
In the performance of its duties, the Sub-Adviser will satisfy its fiduciary
duties to the Funds and will monitor the Funds' investments, and will comply
with the provisions of Trust's Declaration of Trust and By-Laws, as amended from
time to time, and the stated investment objectives, policies and restrictions of
the Funds as contained in the Prospectus. The Sub-Adviser and Adviser will make
their officers and employees available to the other from time to time at
reasonable times to review investment policies of the Funds and to consult with
each other regarding the investment affairs of the Funds. The Sub-Adviser will
report to the Board of Trustees and Adviser with respect to the implementation
of such program.
The Sub-Adviser further 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 conform with all applicable U.S. rules and regulations
pertaining to its investment advisory activities;
(c) will place orders pursuant to its investment determinations for
the Funds either directly with the issuer or with any broker or dealer. The
Sub-Adviser will place orders for the purchase or sale of securities with a
view to receiving the best price and execution for such purchase or sale.
Where the Sub-Adviser places orders for the purchase or sale of securities
for the Funds, in selecting brokers or dealers to execute such orders, the
Sub-Adviser is expressly authorized to consider the fact that a broker or
dealer has been or will be furnishing research or other information or
services which assist the Sub-Adviser's performance of its investment
decision-making responsibilities generally, provided that the commission
cost is reasonable in relation to the brokerage and research services
provided. Compensation received by the Sub-Adviser pursuant to this
Agreement shall not be reduced by any benefits received by the Sub-Adviser
pursuant to this section. The Sub-Adviser may direct brokerage to whomever
it deems appropriate consistent with the foregoing. In no instance will
portfolio securities be purchased from or sold to Adviser or any of its
affiliated brokers or dealers, the Sub-Adviser or any affiliated person of
either the Trust, Adviser or Sub-Adviser, except as may be permitted under
the 1940 Act;
(d) will report regularly to Adviser and to the 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 the Funds,
including, without limitation, review of the general investment strategy of
the Funds, the performance of the Funds in relation to standard industry
indices, interest rate considerations and general conditions affecting the
marketplace and will provide various other reports from time to time as
reasonably requested by Adviser (including, without limitation, with
respect to benefits obtained from brokerage);
(e) will maintain books and records with respect to Trust's securities
transactions and will furnish Adviser and the Trust's Board of Trustees
such periodic and/or special reports as the Board or Adviser may request;
(f) will act upon instructions from Adviser not inconsistent with its
fiduciary duties hereunder;
(g) will treat confidentially and as proprietary information of Trust
all such records and other information relative to Trust maintained by the
Sub-Adviser, and will not use such records and information for any purpose
other than performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by Trust, which
approval shall not be unreasonably withheld and may not be withheld where
the Sub-Adviser may be exposed to civil or criminal contempt proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by Trust;
(h) will receive the research and recommendations of Adviser with
respect to the investment and reinvestment of the assets of the Funds; and
(i) will vote proxies received by the Sub-Adviser in connection with
securities held by the Funds consistent with its fiduciary duties
hereunder.
4. ADVISER'S DUTIES. Adviser shall continue to have responsibility for
all other services to be provided to the Funds pursuant to its Investment
Management Agreements and shall oversee and review the Sub-Adviser's performance
of its duties under this Agreement. The Adviser shall also retain direct
portfolio management responsibility with respect to any assets of the Series
which are not allocated by it to the portfolio management of the Sub-Adviser.
5. REFERENCES TO SUB-ADVISER. During the term of this Agreement, Adviser
agrees to furnish to the Sub-Adviser at its principal office all prospectuses,
proxy statements, reports to stockholders, sales literature or other material
prepared for distribution to sales personnel, shareholders of the Fund or the
public, which refer to the Sub-Adviser or its clients in any way, prior to use
thereof and not to use such material if the Sub-Adviser reasonably objects in
writing five business days (or such other time as may be mutually agreed upon)
after receipt thereof. Sales literature may be furnished to the Sub-Adviser
hereunder by first-class or overnight mail, facsimile transmission equipment or
hand delivery, attn: Legal Department.
6. BOOKS AND RECORDS. In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
Sub-Adviser further agrees to maintain the records required to be maintained by
subsections (b)(1), (b)(5), (b)(9), (b)(10), (b)(11), (e) and (f) of Rule 3la-1
under the 1940 Act and preserve them for the periods prescribed by Rule 3la-2
under the 1940 Act.
7. EXPENSES. During the term of this Agreement, Sub-Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commissions, custodial
fees and expenses and stamp duties, if any) purchased for the Funds.
8. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, Adviser will pay the Sub-Adviser, and the
Sub-Adviser agrees to accept as full compensation therefor, a sub-advisory fee,
accrued daily and payable monthly, in accordance with SCHEDULE A hereto.
9. SERVICES TO OTHERS. Subject to exclusivity clauses in the DFA Services
Agreement, Adviser understands, and has advised Trust's Board of Trustees, that
the Sub-Adviser now acts, and may in the future act, as an investment adviser to
fiduciary and other managed accounts, and as investment adviser, sub-investment
adviser, and/or administrator to other investment companies. Adviser has no
objection to the Sub-Adviser's acts in such capacities, provided that whenever
one or more of the Funds and one or more other investment companies or accounts
advised by Sub-Adviser have available funds for investment, investments suitable
and appropriate for each will be allocated in accordance with a manner believed
by the Sub-Adviser to be equitable consistent with its fiduciary obligations to
the Funds and such other investment entities. Adviser recognizes, and has
advised Trust's Board of Trustees, that in some cases this procedure may
adversely affect the size of the position that the participating Fund(s) may
obtain in a particular security. In addition, Adviser understands, and has
advised Trust's Board of Trustees, that the persons employed by the Sub-Adviser
to assist in the Sub-Adviser's duties under this Agreement will not devote their
full time to such service and nothing contained in this Agreement will be deemed
to limit or restrict the right of the Sub-Adviser or any of its affiliates to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
10. CLIENT SUITABILITY. Adviser understands and agrees that the
Sub-Adviser, as part of its duties hereunder, is not responsible for determining
whether or not any of the Funds are suitable and appropriate investments for the
clients who invest in such Funds.
11. LIMITATION OF LIABILITY. Adviser will not take any action against the
Sub-Adviser to hold the Sub-Adviser liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the performance
of the Sub-Adviser's duties under this Agreement, except a loss resulting from
the Sub-Adviser's willful misfeasance, bad faith, or gross negligence in the
performance of its duties under this Agreement.
12. INDEMNIFICATION. Adviser and the Sub-Adviser each agree to indemnify
the other against any claim against, loss or liability to such other party
(including reasonable attorneys fees) arising out of any action on the part of
the indemnifying party which constitutes willful misfeasance, bad faith or gross
negligence.
13. DURATION AND TERMINATION. This Agreement will become effective as to
each Fund as to the date set forth opposite each Fund's name on SCHEDULE A,
provided that it has been approved by a vote of a majority of the outstanding
voting securities of such Fund in accordance with the requirements under the
1940 Act and, unless sooner terminated as provided herein, will continue in
effect for two (2) years from such date.
Thereafter, if not terminated as to a Fund, this Agreement will continue in
effect as to a Fund for successive periods of twelve (12) months, PROVIDED that
such continuation is specifically approved at least annually (a) by the vote of
a majority of those members of the Trust's Board of Trustees who are not
interested persons of the Trust, the Sub-Adviser, or Adviser, cast in person at
a meeting called for the purpose of voting on such approval, and (b) by the
Trust's Board of Trustees or by vote of a majority of the outstanding voting
securities of such Fund. Notwithstanding the foregoing, this Agreement may be
terminated as to the Fund at any time, without the payment of any penalty, on
sixty (60) days' written notice by the Trust.
Once this Agreement has been in effect for a period of not less than five
(5) years from July 27, 1999 (the execution date of the original version of the
Agreement), then unless otherwise terminated in accordance with the foregoing,
this Agreement may be terminated by Adviser or by the Sub-Adviser, as to all
Funds, by giving not less than one (1) years' notice. Notwithstanding the
foregoing provisions, each of Adviser and the Sub-Adviser may terminate this
Agreement prior to the expiration of the initial five (5) year term as follows:
(a) if either Adviser or the Sub-Adviser shall materially breach this Agreement
and such breach shall remain uncured for a period of sixty (60) days, the
non-breaching party may terminate this Agreement upon expiration of the
sixty-day period; and (b) in the event that the Trust terminates this Agreement
with respect to either Adviser or the Sub-Adviser, the non-terminated party may
terminate this Agreement concurrent with the Fund's termination. This Agreement
will immediately terminate in the event of its assignment. (As used in this
Agreement, the terms "majority of the outstanding voting securities",
"interested persons" and "assignment" have the same meaning of such terms in the
1940 Act.)
14. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or, terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
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15. MISCELLANEOUS. 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 hereto and their respective successors and will be governed by the
laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
SA FUNDS - INVESTMENT TRUST
By: /s/ Xx Xxxxxx
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Name: Xx Xxxxxx
Title: President and Chief Executive Officer
DIMENSIONAL FUND ADVISORS INC.
By: /s/Xxxxx X. Xxxxxx
------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
LWI FINANCIAL INC.
By: /s/ Xx Xxxxxx
-------------
Name: Xx Xxxxxx
Title: General Manager and President of Xxxxxx Xxxx Advisory
Services, a division of LWI Financial Inc.
SCHEDULE A
FUND FEE EFFECTIVE DATE
---- --- --------------
SA Fixed Income Fund 19.24 basis points annually July 27, 0000
XX X.X. Market Fund 4.62 basis points annually July 27, 1999
SA U.S. HBtM Fund 26.94 basis points annually July 27, 0000
XX X.X. Small Company Fund 38.48 basis points annually July 27, 1999
SA International HBtM Fund 38.48 basis points annually July 27, 1999
SA International Small Company Fund 0 basis points annually July 27, 1999
SA FUNDS - INVESTMENT TRUST
By: /s/Xx Xxxxxx
------------
Name: Xx Xxxxxx
Title: President and Chief Executive Officer
DIMENSIONAL FUND ADVISORS INC.
By: /s/Xxxxx X. Xxxxxx
------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President and Secretary
LWI FINANCIAL INC.
By: /s/Xx Xxxxxx
------------
Name: Xx Xxxxxx
Title: Executive Vice President and General Manager
