Exhibit 23(d)(i)
AMENDED AND RESTATED INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
THIS INVESTMENT AMENDED AND RESTATED ADVISORY AND ADMINISTRATIVE SERVICES
AGREEMENT made as of the 14th day of June 2005, 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 LWI Financial Inc., a Delaware corporation (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
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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 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
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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.
(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 and trends, information with
respect to technical and scientific developments, and such other
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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.
(2) WAIVER OR ASSUMPTION AND REIMBURSEMENT OF TRUST EXPENSES BY
THE MANAGER. The waiver or assumption and reimbursement by the
Manager of any
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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 expenses of the Trust's transfer
agent, sub-administrator, dividend disbursing agent and any other
agents engaged by the Trust to service such accounts.
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(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, dividend disbursing agent,
sub-administrator or any other agent engaged by the Trust to
provide services to the Funds.
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(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.
(14) ISSUE, REDEMPTION AND TRANSFER OF THE FUNDS' SHARES. All
expenses incurred in connection with the issue, redemption and
transfer of the Funds'
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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 a result of its legal
obligation to provide indemnification to its Trustees, officers,
employees and agents.
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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 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
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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.
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
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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 general application, such provision shall be deemed to incorporate
the effect of such rule, regulation, or order.
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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 LWI Financial Inc.
By: /s/Xx Xxxxxx By: /s/Xx Xxxxxx
------------ ------------
Name: Xx Xxxxxx Name: Xx Xxxxxx
Title: President and Chief Executive Officer Title: Executive Vice President and General Manager
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APPENDIX A
FUND SCHEDULE
FUND EFFECTIVE DATE
---- --------------
SA Fixed Income Fund July 16, 1999
SA U.S. Market Fund July 16, 1999
SA U.S HBtM Fund July 16, 1999
SA U.S. Small Company Fund July 16, 1999
SA International HBtM Fund July 16, 1999
SA International Small Company Fund July 16, 1999
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APPENDIX B
FEE SCHEDULE
FUND
ADVISORY FEE AS A ADMINISTRATIVE FEE AS SUB-ADVISORY FEE AS
PERCENTAGE OF A PERCENTAGE OF A PERCENTAGE OF
AVERAGE DAILY NET AVERAGE DAILY NET AVERAGE DAILY NET
ASSETS ASSETS ASSETS
SA Fixed Income Fund 0.65% 0.10% 0.19%
SA U.S. Market Fund 0.65% 0.10% 0.05%
SA U.S. HBtM Fund 0.65% 0.10% 0.27%
SA U.S. Small Company Fund 0.65% 0.10% 0.38%
SA International HBtM Fund 0.65% 0.10% 0.38%
SA International Small Company Fund 0.65% 0.10% 0.00%
Revised: September 10, 2002
Adopted: June 14, 2005
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