1
Exhibit 99(h)(iv)
MASTER FEEDER PARTICIPATION AGREEMENT
BETWEEN
SA FUNDS - INVESTMENT TRUST
AND
DFA INVESTMENT DIMENSIONS GROUP INC.
THIS AGREEMENT, is made effective as of the 30th day of October, 2000, and
is by and between SA Funds - Investment Trust (the "Trust"), a trust organized
under the laws of the State of Delaware, on behalf of its SA International Small
Company Fund (the "Fund"), and DFA Investment Dimensions Group Inc. (the
"Company"), a corporation organized under the laws of the State of Maryland, on
behalf of its International Small Company Portfolio (the "Portfolio"), with
respect to the proposed investment by the Fund in the Portfolio.
WITNESSETH
WHEREAS, the Fund and the Portfolio are each open-end management investment
companies and the Fund and the Portfolio have the same investment objectives and
substantively the same investment policies; and
WHEREAS, the Trust desires to invest all of the Fund's investable assets in
the Portfolio in exchange for a beneficial interest in the Portfolio on the
terms and conditions set forth in this Agreement; and
WHEREAS, the Company believes that accepting the investment by the Fund on
behalf of the Portfolio is in the best interests of the Portfolio and that the
interests of existing investors in the Portfolio will not be diluted as a result
of its accepting the investment;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
herein made and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
I
THE INVESTMENT
1.1 AGREEMENT TO EFFECT THE INVESTMENT. The Fund will invest all of its
investable assets in the Portfolio and, in exchange therefor, the Portfolio
agrees to issue to the Fund a beneficial interest in the Portfolio equal in
value to the net value of the assets of the Fund conveyed to the Portfolio (the
"Account"). The Fund may add to or reduce its investment in the Portfolio in the
manner described in the Company's registration statement on Form N-1A, as it may
be amended from time to time (the "Company's N-1A"). The Fund's aggregate
interest in the Portfolio would then be recomputed in accordance with the method
described in the Company's N-1A.
2
1.2 RELATED MATTERS. On each date of the investment by the Fund in the
Portfolio, the Fund shall authorize the Fund's custodian to deliver all assets
held by the custodian on behalf of the Fund to the Portfolio's custodian. The
Portfolio's custodian shall acknowledge, in a form acceptable to the Fund, the
custodian's acceptance of the assets. In addition, each party shall deliver to
each other party such bills of sale, checks, assignments, securities
instruments, receipts or other documents as such other party or its counsel may
reasonably request.
II
REPRESENTATIONS AND WARRANTIES
2.1 THE TRUST. The Trust represents and warrants to the Company (which
representations and warranties shall be deemed made at and as of this date and
at and as of all times when this Agreement is in effect) that:
(a) ORGANIZATION. The Fund is a duly and validly designated series of
the Trust, which is a trust duly organized and validly existing under the laws
of the State of Delaware, and the Fund and the Trust have the requisite power
and authority to own their property and conduct their business as now being
conducted and as proposed to be conducted pursuant to this Agreement.
(b) AUTHORIZATION OF AGREEMENT. The execution and delivery of this
Agreement by the Trust, on behalf of the Fund, and the consummation of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Fund by the Trust's Board of Trustees, and no other
action or proceeding is necessary for the execution and delivery of this
Agreement by the Trust, the performance by the Fund of its obligations hereunder
and the consummation by the Fund of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by the Trust and constitutes a
legal, valid and binding obligation of the Trust, in respect of the Fund,
enforceable against them in accordance with its terms.
(c) AUTHORIZATION OF INVESTMENT. The investment by the Fund in the
Portfolio has been duly authorized by all necessary action on the part of the
Board of Trustees of the Trust on behalf of the Fund.
(d) NO BANKRUPTCY PROCEEDINGS. Neither the Trust nor the Fund is under
the jurisdiction of a court in a proceeding under Title 11 of the United States
Code (the "Bankruptcy Code") or similar case within the meaning of Section
368(a)(3)(A) of the Bankruptcy Code.
(e) FISCAL YEAR. The fiscal year end for the Fund is June 30.
(f) AUDITORS. The Trust has appointed PricewaterhouseCoopers LLP as
the Fund's independent public accountants to certify the Fund's financial
statements in accordance with Section 32 of the Investment Company Act of 1940,
as amended ("1940 Act").
(g) REGISTRATION STATEMENT. The Trust acknowledges that it has
received copies of the prospectus of the Portfolio contained in the Company's
N-1A (the "Prospectus") and of the Company's Articles of Incorporation and
By-Laws. The Trust has read,
-2-
3
understands, and is fully familiar with each of those documents and has received
adequate information concerning all matters that the Trust considers material to
a decision to purchase the interests in the Portfolio.
(h) ERRORS AND OMISSIONS INSURANCE POLICY. The Trust currently has in
force and will maintain an errors and omissions liability insurance policy,
insuring the Fund against loss of up to at least $1 million for negligence or
wrongful acts.
(i) SEC FILINGS. The Trust has duly filed all forms, reports, proxy
statements and other documents (collectively, the "SEC Filings") required to be
filed under the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934 (the "1934 Act") and the 1940 Act (collectively,
the "Securities Laws") in connection with the registration of its shares, any
meetings of its shareholders and its registration as an investment company. The
SEC Filings were prepared in accordance with the requirements of the Securities
Laws, as applicable, and the rules and regulations of the SEC thereunder, and
did not, at the time of their filing, and do not presently, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
(j) 1940 ACT REGISTRATION. The Trust is, and will at all times when
the Fund owns or purchases interests in the Portfolio be, duly registered as an
open-end management investment company under the 1940 Act, and the Fund and its
shares are registered or qualified in any states where such registration or
qualification is necessary and such registrations or qualifications are in full
force and affect.
(k) NO RESALE OR DISTRIBUTION. The interests subscribed for will be
acquired solely by and for the account of the Fund, solely for investment, and
are not being purchased for resale or distribution. The Fund has no existing or
contemplated agreement or arrangement with any person to sell, exchange,
transfer, assign, pledge, or otherwise dispose of the interests in the
Portfolio. The Fund acknowledges and agrees that the interests are
non-transferable.
(l) ADDITIONAL INFORMATION. The Trust agrees to notify the Company
promptly if there is any change with respect to any of the information,
representations, or warranties contained herein and to provide such further
information as the Company may reasonably request.
2.2 THE COMPANY. The Company represents and warrants to the Trust (which
representations and warranties shall be deemed made at and as of this date and
at and as of all times when this Agreement is in effect) that:
(a) ORGANIZATION. The Portfolio is a duly and validly designated
series of the Company, which is a corporation duly organized and validly
existing under the laws of the State of Maryland, and the Portfolio and the
Company have the requisite power and authority to own their property and conduct
their business as now being conducted and as proposed to be conducted pursuant
to this Agreement.
-3-
4
(b) AUTHORIZATION OF AGREEMENT. The execution and delivery of this
Agreement by the Company, on behalf of the Portfolio, and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
action on the part of the Portfolio by the Company's Board of Directors, and no
other action or proceeding is necessary for the execution and delivery of this
Agreement by the Company, the performance by the Portfolio of its obligations
hereunder and the consummation by the Portfolio of the transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Company and
constitutes a legal, valid and binding obligation of the Company, in respect of
the Portfolio, enforceable against them in accordance with its terms.
(c) AUTHORIZATION OF ISSUANCE OF INTEREST. The issuance by the
Portfolio of the interest in exchange for the investment by the Fund of its
assets has been duly authorized by all necessary action on the part of the Board
of Directors of the Company on behalf of the Portfolio. When issued in
accordance with the terms of this Agreement, the interest will be validly
issued, fully paid and non-assessable by the Portfolio.
(d) NO BANKRUPTCY PROCEEDINGS. Neither the Company nor the Portfolio
is under the jurisdiction of a court in a proceeding under Title 11 of the
Bankruptcy Code or similar case within the meaning of Section 368(a)(3)(A) of
the Bankruptcy Code.
(e) FISCAL YEAR. The fiscal year end of the Portfolio is November 30.
(f) AUDITORS. The Company has appointed PricewaterhouseCoopers LLP as
the Portfolio's independent public accountants to certify the Portfolio's
financial statements in accordance with Section 32 of the 1940 Act.
(g) REGISTRATION STATEMENT. The Company has reviewed the Trust's
registration statement on Form N-1A (as filed with the SEC), and understands and
agrees to the Fund's policies and methods of operation as described therein.
(h) ERRORS AND OMISSIONS INSURANCE POLICY. The Company has in force
and will maintain an errors and omissions liability insurance policy, insuring
the Portfolio against loss of up to $5 million for negligence or wrongful acts.
(i) SEC FILINGS. The Company has duly filed all SEC Filings required
to be filed with the SEC under the Securities Laws in connection with the
registration of its shares, any meetings of shareholders and its registration as
an investment company. The SEC Filings were prepared in accordance with the
requirements of the Securities Laws, as applicable, and the rules and
regulations of the SEC thereunder, and did not, at the time of their filing, and
do not presently, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.
(j) 1940 ACT REGISTRATION. The Company is, and will at all times when
the Fund owns or purchases interests in the Portfolio be, duly registered as an
open-end management investment company under the 1940 Act, the Portfolio and its
shares are registered or qualified in any states where such registrations or
qualification is necessary and such registrations and qualifications are in full
force and effect.
-4-
5
III
COVENANTS
3.1 THE TRUST. The Trust, on behalf of the Fund, covenants that:
(a) ADVANCE REVIEW OF CERTAIN DOCUMENTS. The Trust will furnish the
Company, at least ten (10) business days prior to filing or first use, as the
case may be, with drafts of its registration statement on Form N-1A (including
amendments) and prospectus supplements or amendments relating to the Fund. The
Trust will furnish the Company with any proposed advertising or sales literature
relating to the Fund at least three (3) business days prior to filing or first
use, provided, however, that such advance notice shall not be required for
advertising or sales literature that merely references the name of the Fund. The
Trust agrees that it will include in all such Fund documents any disclosures
that: (i) are required by applicable law; (ii) are requested by Dimensional Fund
Advisors Inc., the Portfolio's investment adviser (the "Advisor") and that
relate to the Advisor; and (iii) result from any material comments reasonably
made by the Company or its counsel. The Company, the Portfolio and the Advisor
will, however, in no way be liable for any errors or omissions in such
documents, whether or not they make any objection thereto, except to the extent
such errors or omissions result from information provided by the Advisor, the
Company or the Portfolio. The Trust will not make any other written or oral
representation about the Portfolio, the Company or the Advisor without their
prior written consent.
(b) TAX STATUS. The Fund will qualify for treatment as a regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), for all periods during which this Agreement is in effect,
except to the extent a failure to so qualify may result from any action or
omission of the Portfolio.
(c) INVESTMENT SECURITIES. The Fund will own no investment security
other than its Account in the Portfolio during all periods during which this
Agreement is in effect.
(d) PROXY VOTING. If requested to vote on matters pertaining to the
Portfolio (other than a vote by the Company to continue the operation of the
Portfolio upon the withdrawal of another investor in the Portfolio), the Trust
will: (i) call a meeting of shareholders of the Fund, for the purpose of seeking
instructions from shareholders regarding such matters, (ii) vote the Fund's
interests proportionally as instructed by Fund shareholders, and (iii) vote the
Fund's interests with respect to the shares held by Fund shareholders who do not
give voting instructions in the same proportion as the shares of Fund
shareholders who do give voting instructions. The Trust will hold each such
meeting of Fund shareholders in accordance with a timetable reasonably
established by the Company.
(e) INSURANCE. The Trust shall at all times maintain errors and
omissions liability insurance with respect of the Fund covering losses for
negligence and wrongful acts in an amount not less than $1 million.
(f) AUDITORS. In the event the Fund's independent public accountants
differ from those of the Portfolio, the Fund shall be responsible for any
reasonable costs and
-5-
6
expenses associated with the need for the Portfolio's independent public
accountants to provide information to the Fund's independent public accountants.
3.2 INDEMNIFICATION BY THE TRUST.
(a) The Trust will indemnify and hold harmless the Portfolio, the
Company, the Advisor, their respective directors, officers and employees and
each other person who controls the Portfolio, the Company or the Advisor, as the
case may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered
Person" and collectively, "Covered Persons"), against any and all losses,
claims, demands, damages, liabilities and expenses (each, a "Liability" and
collectively, the "Liabilities") (including, unless the Trust elects to assume
the defense pursuant to paragraph (b), the reasonable cost of investigating and
defending against any claims therefor and any counsel fees incurred in
connection therewith), joint or several, which:
(i) arise out of or are based upon any of the Securities Laws,
any other statute or common law or are incurred in connection with or as a
result of any formal or informal administrative proceeding or investigation by a
regulatory agency, in each case applicable to the Fund, insofar as such
Liabilities arise out of or are based upon the ground or alleged ground that any
direct or indirect omission or act by the Fund (either during the course of its
daily activities or in connection with the accuracy of the representations and
warranties in this Agreement) caused or continues to cause the Company to
violate any federal or state securities laws or regulations or any other
applicable domestic or foreign law or regulations or common law duties or
obligations, but only to the extent that such Liabilities do not arise out of or
are not based upon an omission or act of the Portfolio, the Company or the
Advisor;
(ii) arise out of any misstatement of a material fact or an
omission of a material fact in the Trust's registration statement (including
amendments thereto) or included in Fund advertising or sales literature, other
than information provided by the Portfolio, the Company or the Advisor or
included in Fund advertising or sales literature at the request of the
Portfolio, the Company or the Advisor;
(iii) result from the failure of any representation or warranty
made by the Trust or the Fund to be accurate when made or the failure of the
Trust or the Fund to perform any covenant contained herein or to otherwise
comply with the terms of this Agreement; or
(iv) arise out of any unlawful or negligent act of the Trust, the
Fund or any director, officer, employee or agent of the Trust, whether such act
was committed against the Company, the Portfolio, the Advisor or any third
party.
(b) The Trust will be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but, if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by the Trust and reasonably
acceptable to the Company. In the event the Trust elects to assume the defense
of any such suit and retain such counsel, each Covered Person and any other
defendant or defendants may retain additional counsel, but shall bear the fees
and expenses of such counsel unless: (A) the Trust shall have specifically
authorized the retaining of such counsel, or (B) the parties to such suit
include any Covered Person and the Trust, and any such Covered Person has
-6-
7
been advised by counsel that one or more legal defenses may be available to it
that may not be available to it in which case the Trust shall not be entitled to
assume the defense of such suit notwithstanding its obligation to bear the fees
and expenses of such counsel. The Trust shall not be liable to indemnify any
Covered Person for any settlement of any claim effected without the Trust's
written consent, which consent shall not be unreasonably withheld or delayed.
The indemnities set forth in paragraph (a) will be in addition to any liability
that the Trust in respect of the Fund might otherwise have to a Covered Person.
3.3 THE COMPANY. The Company, on behalf of the Portfolio, covenants that:
(a) ADVANCE REVIEW OF CERTAIN DOCUMENTS. The Company will furnish the
Trust, at least ten (10) business days prior to filing or first use, as the case
may be, with drafts of the Company's N-1A and prospectus supplements and
amendments relating to the Portfolio. The Company will furnish the Trust with
any proposed advertising or sales literature relating to the Portfolio at least
three (3) business days prior to filing or first use; provided, however, that
such advance notice shall not be required for advertising or sales literature
that merely references the name of the Portfolio. The Company agrees that it
will include in all such Portfolio documents any material comments reasonably
made by the Trust and its counsel. The Trust and the Fund will, however, in no
way be liable for any errors or omissions in such documents, whether or not they
make any objection thereto, except to the extent such errors or omissions result
from information provided by the Trust or the Fund. The Company will not make
any written or oral representation about the Trust or the Fund without their
prior written consent.
(b) INSURANCE. The Company shall at all times maintain errors and
omissions liability insurance with respect to the Portfolio covering losses for
negligence and wrongful acts in an amount not less than $5 million.
(c) AVAILABILITY OF INTERESTS. Conditional upon the Fund complying
with the terms of this Agreement, the Portfolio shall permit the Fund to
purchase additional interests in the Portfolio on each business day on which
shares of the Fund are sold to the public; provided, however, that the Portfolio
may refuse to permit the Fund to purchase additional interests in the Portfolio
on any day on which: (i) the Portfolio has refused to permit all other investors
in the Portfolio to purchase additional interests in the Portfolio, or (ii) the
Directors of the Company have reasonably determined that permitting additional
investments by the Fund in the Portfolio would constitute a breach of their
fiduciary duties to the Portfolio.
3.4 INDEMNIFICATION BY THE COMPANY.
(a) The Company will indemnify and hold harmless the Fund, the Trust,
their respective trustees, officers and employees and each other person who
controls the Fund or the Trust, as the case may be, within the meaning of
Section 15 of the 1933 Act (each, a "Covered Person" and collectively, "Covered
Persons"), against any and all losses, claims, demands, damages, liabilities and
expenses (each, a "Liability" and collectively, the "Liabilities") (including,
unless the Company elects to assume the defense pursuant to paragraph (b), the
reasonable costs of investigating and defending against any claims therefor and
any counsel fees incurred in connection therewith), joint or several, which:
-7-
8
(i) arise out of or are based upon any of the Securities Laws,
any other statute or common law or are incurred in connection with or as a
result of any formal or informal administrative proceeding or investigation by a
regulatory agency, insofar as such Liabilities arise out of or are based upon
the ground or alleged ground that any direct or indirect omission or act by the
Portfolio (either during the course of its daily activities or in connection
with the accuracy of the representations and warranties in this Agreement)
caused or continues to cause the Trust to violate any federal or state
securities laws or regulations or any other applicable domestic or foreign law
or regulations or common law duties or obligations, but only to the extent that
such Liabilities do not arise out of and are not based upon an omission or act
of the Trust or the Fund;
(ii) arise out of or are based upon a materially inaccurate
calculation of the Portfolio's net asset value (whether by the Portfolio or any
party retained for that purpose);
(iii) arise out of any misstatement of a material fact or an
omission of a material fact in the Company's registration statement (including
amendments thereto) or included in the Portfolio's advertising or sales
literature, other than information provided by the Fund or included in Portfolio
advertising or sales literature at the request of the Fund or the Trust;
(iv) arise out of the Portfolio's or the Advisor's having caused
the Fund to fail to qualify as a regulated investment company under the Code;
(v) result from the failure of any representation or warranty
made by the Portfolio or Company to be accurate when made or the failure of the
Portfolio or Company to perform any covenant contained herein or to otherwise
comply with the terms of this Agreement;
(vi) arise out of any unlawful or negligent act by the Portfolio,
the Company or any director, officer, employee or agent of the Portfolio or
Company, whether such act was committed against the Portfolio, the Company, or
any third party; or
(vii) result from any Liability of the Portfolio or any investor
in the Portfolio (or shareholder thereof), other than the Fund (and its
shareholders); provided, however, that in no case shall the Company be liable
with respect to any claim made against any such Covered Person unless such
Covered Person shall have notified the Company in writing of the nature of the
claim within a reasonable time after the summons, other first legal process or
formal or informal initiation of a regulatory investigation or proceeding shall
have been served upon or provided to a Covered Person or any federal, state or
local tax deficiency has come to the attention of the Trust, the Fund or a
Covered Person. Failure to notify the Company of such claim shall not relieve it
from any liability that it may have to any Covered Person otherwise than on
account of the indemnification contained in this paragraph.
(b) The Company will be entitled to participate at its own expense in
the defense or, if it so elects to assume the defense of any suit brought to
enforce any such liability, but, if the Company elects to assume the defense,
such defense shall be conducted by counsel chosen by the Company. In the event
the Company elects to assume the defense of any such suit and retain such
counsel, each Covered Person and any other defendant or defendants in the suit
-8-
9
may retain additional counsel but shall bear the fees and expenses of such
counsel unless: (A) the Company shall have specifically authorized the retaining
of such counsel, or (B) the parties to such suit include any Covered Person and
the Company, and any such Covered Person has been advised by counsel that one or
more legal defenses may be available to it that may not be available to the
Company, in which case the Company shall not be entitled to assume the defense
of such suit notwithstanding the obligation to bear the fees and expenses of
such counsel. The Company shall not be liable to indemnify any Covered Person
for any settlement of any such claim effected without the Company's written
consent which consent shall not be unreasonably withheld or delayed. The
indemnities set forth in paragraph (a) will be in addition to any liability that
the Company in respect of the Portfolio might otherwise have to a Covered
Person.
3.5 REASONABLE ACTIONS. Each party covenants that it will, subject to the
provisions of this Agreement, from time to time, as and when requested by the
other party or in its own discretion, as the case may be, execute and deliver or
cause to be executed and delivered all such assignments and other instruments,
take or cause to be taken such actions, and do or cause to be done all things
reasonably necessary, proper or advisable in order to consummate the
transactions contemplated by this Agreement and to carry out its intent and
purpose.
IV
ADDITIONAL AGREEMENTS
4.1 NOTIFICATION OF CERTAIN MATTERS. Each party will give prompt notice to
the other party of: (a) the occurrence or non-occurrence of any event the
occurrence or non-occurrence of which would be likely to cause any
representation or warranty contained in this Agreement to be untrue or
inaccurate, and (b) any material failure of a party or any trustee, director,
officer, employee or agent thereof to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by such person
hereunder; provided, however, that the delivery of any notice pursuant to this
Section 4.1 shall not limit or otherwise affect the remedies available,
hereunder or otherwise, to the party receiving such notice.
4.2 ACCESS TO INFORMATION. The Trust and the Company shall afford each
other reasonable access at all reasonable times to such party's officers,
employees, agents and offices and to all its relevant books and records and
shall furnish each other party with all relevant financial and other data and
information as requested; provided, however, that nothing contained herein shall
obligate the Trust to provide the Portfolio with access to the books and records
of the Trust relating to any series of the Trust other than the Fund, nor shall
anything contained herein obligate the Trust to furnish the Portfolio with the
Fund's shareholder list, except as may be required to comply with applicable law
or any provision of this Agreement.
4.3 CONFIDENTIALITY. Each party agrees that it shall hold in strict
confidence all data and information obtained from the other party (unless such
information is or becomes readily ascertainable from public or published
information or trade sources) and shall ensure that its officers, employees and
authorized representatives do not disclose such information to others without
the prior written consent of the party from whom it was obtained, except if
disclosure is required by the SEC, any other regulatory body or the Fund's or
Portfolio's respective auditors, or in the opinion of counsel such disclosure is
required by law, and then only with as much prior written notice to the other
party as is practical under the circumstances.
-9-
10
4.4 PUBLIC ANNOUNCEMENTS. No party shall issue any press release or
otherwise make any public statements with respect to the matters covered by this
Agreement without the prior consent of the other party hereto, which consent
shall not be unreasonably withheld; provided, however, that consent shall not be
required if, in the opinion of counsel, such disclosure is required by law,
provided further, however, that the party making such disclosure shall provide
the other party hereto with as much prior written notice of such disclosure as
is practical under the circumstances.
V
TERMINATION, AMENDMENT AND WAIVER
5.1 TERMINATION.
(a) This Agreement may be terminated by the mutual agreement of the
parties.
(b) This Agreement may be terminated at any time by the Trust by
withdrawing all of the Fund's Account in the Portfolio.
(c) This Agreement may be terminated on not less than 120 days' prior
written notice by the Company to the Trust.
(d) This Agreement may be terminated at any time immediately upon
written notice to the other party in the event that formal proceedings are
instituted against the other party to this Agreement by the SEC or any other
regulatory body, provided that the terminating party has a reasonable belief
that the institution of the proceeding is not without foundation and will have a
material adverse impact on the terminating party.
(e) The indemnification obligations set forth in Article III, Sections
3.2 and 3.4, respectively, and the confidentiality provision in Section 4.3,
shall survive the termination of this Agreement.
5.2 AMENDMENT. This Agreement may be amended, modified or supplemented at
any time in such manner as may be mutually agreed upon in writing by the
parties.
VI
GENERAL PROVISIONS
6.1 NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
when actually received in person or by fax, or three days after being sent by
certified or registered United States mail, return receipt requested, postage
prepaid, addressed as follows:
-10-
11
If to the Fund: SA International Small Company Fund
c/o Assante Asset Management
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxx Xxxx, XX 00000
Attn.: Xxxxxxxx Xxxxx, Esq.
If to the Portfolio: International Small Company Portfolio
c/o Dimensional Fund Advisors Inc.
0000 Xxxxx Xxxxxx
00xx Xxxxx
Xxxxx Xxxxxx, XX 00000
Attn.: Xxxxxxxxx X. Xxxxxx, Esq.
Either party to this Agreement may change the identity of the person to receive
notice by providing written notice thereof to the other party to the Agreement.
6.2 EXPENSES. Unless otherwise stated herein, all costs and expenses
incurred in connection with this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such costs and expenses.
6.3 HEADINGS. The headings and captions contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
6.4 SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
6.5 ENTIRE AGREEMENT. This Agreement and the agreements and other documents
delivered pursuant hereto set forth the entire understanding between the parties
concerning the subject matter of this Agreement and incorporate or supersede all
prior negotiations and understandings. There are no covenants, promises,
agreements, conditions or understandings, either oral or written, between them
relating to the subject matter of this Agreement other than those set forth
herein. No representation or warranty has been made by or on behalf of either
party to this Agreement (or any officer, director, trustee, employee or agent
thereof) to induce the other party to enter into this Agreement or to abide by
or consummate any transactions contemplated by any terms of this Agreement,
except representations and warranties expressly set forth herein.
-11-
12
6.6 SUCCESSORS AND ASSIGNMENTS. Each and all of the provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and, except as otherwise specifically provided in this Agreement, their
respective successors and assigns. Notwithstanding the foregoing, no party shall
make any assignment of this Agreement or any rights or obligations hereunder
without the written consent of the other party. As used herein, the term
"assignment" shall have the meaning ascribed thereto in the 1940 Act.
6.7 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
choice of law or conflicts of law provisions thereof.
6.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same instrument, and
either party hereto may execute this Agreement by signing one or more
counterparts.
6.9 THIRD PARTIES. Nothing herein expressed or implied is intended or
shall be construed to confer upon or give any person, other than the parties
hereto and their successors or assigns, any rights or remedies under or by
reason of this Agreement.
6.10 INTERPRETATION. Any uncertainty or ambiguity existing herein shall not
presumptively be interpreted against any party, but shall be interpreted
according to the application of the rules of interpretation for arm's length
agreements.
6.11 LIMITATION OF LIABILITY. The parties hereto agree and acknowledge
that: (a) the Trust has entered into this Agreement solely on its own and the
Fund's behalf and that no other series of the Trust shall have any obligation
hereunder with respect to any liability of the Fund arising hereunder; (b) the
Company has entered into this Agreement solely on its own and the Portfolio's
behalf and that no other series of the Company shall have any obligation
hereunder with respect to any liability of the Portfolio arising hereunder; and
(c) no series or feeder participant of the Portfolio shall be liable to any
other series or feeder participant of the Portfolio.
-12-
13
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their respective officers, thereunto duly authorized, effective as of the
date first written above.
SA FUNDS - INVESTMENT TRUST, on behalf
of itself and the SA INTERNATIONAL SMALL
COMPANY FUND, a series thereof
By: /s/ Xxxxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Vice President and Secretary
DFA INVESTMENT DIMENSIONS GROUP INC., on
behalf of itself and the INTERNATIONAL
SMALL COMPANY PORTFOLIO, a series
thereof
By: /s/ Xxxxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxxxx X. Xxxxxx
Title: Vice President and Secretary
-13-