0001206774-15-002069 Sample Contracts

SA FUNDS - INVESTMENT TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
Investment Advisory and Administrative Services Agreement • June 29th, 2015 • Sa Funds Investment Trust • California

INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT made as of December 9, 2014, by and between SA Funds – Investment Trust, a Delaware statutory trust (the “Trust”), on behalf of each series of the Trust listed on Appendix A hereto, as may be amended from time to time (each a “Fund” and collectively the “Funds”), and LWI Financial Inc., a Delaware corporation (the “Manager”).

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SA FUNDS – INVESTMENT TRUST AMENDMENT TO THE INVESTMENT ADVISORY AND ADMINISTRATIVE SERVICES AGREEMENT
Investment Advisory and Administrative Services Agreement • June 29th, 2015 • Sa Funds Investment Trust

WHEREAS, the SA Funds – Investment Trust, a Delaware statutory trust (the “Trust”) and LWI Financial Inc., a Delaware corporation (the “Manager”), entered into an Investment Advisory and Administrative Services Agreement (the “Agreement”) as of January 23, 2009, as amended June 6, 2011 and July 1, 2013; and

SA FUNDS – INVESTMENT TRUST AMENDMENT TO THE DISTRIBUTION AGREEMENT
Distribution Agreement • June 29th, 2015 • Sa Funds Investment Trust

WHEREAS, the SA Funds – Investment Trust, a Delaware statutory trust (the “Trust”) and Loring Ward Securities Inc., a Delaware corporation (the “Distributor”), entered into a Distribution Agreement (the “Agreement”) as of January 23, 2009; and

SA FUNDS - INVESTMENT TRUST AMENDED AND RESTATED SHAREHOLDER SERVICE AGREEMENT
Shareholder Service Agreement • June 29th, 2015 • Sa Funds Investment Trust • California

This Amended and Restated 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. (“Loring Ward”), a Delaware corporation.

SA FUNDS - INVESTMENT TRUST SHAREHOLDER SERVICE AGREEMENT FOR THE ALLOCATION FUNDS
Shareholder Service Agreement • June 29th, 2015 • Sa Funds Investment Trust • California

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. (“Loring Ward”), a Delaware corporation.

AMENDMENT No. 2 TO THE AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 29th, 2015 • Sa Funds Investment Trust

THIS AMENDMENT to the Investment Sub-Advisory Agreement is effective as of July 1, 2015 by and among SA FUNDS - INVESTMENT TRUST (the “Trust”), LWI FINANCIAL INC. (the “Adviser”), and DIMENSIONAL FUND ADVISORS LP, a Delaware limited partnership and registered investment adviser (the “Sub-Adviser”).

June 9, 2015 Board of Trustees SA Funds – Investment Trust 10 Almaden Blvd., 15th Floor San Jose, CA 95113 RE: Amended and restated Fee Waiver and Expense Reimbursement Letter Agreement Dear Gentlemen,
Fee Waiver and Expense Reimbursement Agreement • June 29th, 2015 • Sa Funds Investment Trust • California

Each fund listed on the attached Schedule A (each, a “Fund”) is a series of the SA Funds – Investment Trust, a Delaware statutory trust (the “Trust”). The Trust, on behalf of each Fund, has entered into an investment advisory and administrative services agreement with LWI Financial Inc. (“LWIF”), whereby LWIF provides investment advisory and administrative services to each fund (the “Advisory Agreement”). The Trust, on behalf of each Fund, has entered into a Fee Waiver and Expense Reimbursement Agreement by letter dated October 13, 2008, and an amended and restated Fee Waiver and Expense Reimbursement Agreement by letter dated September 1, 2011. By this letter of agreement, LWIF and the Trust hereby agree to further amend and restate the terms of the prior amended and restated Fee Waiver and Expense Reimbursement Agreement pursuant to the terms herein and the attached Schedule A.

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