Exhibit 23(h)(i)
SUB-ADMINISTRATION AGREEMENT
Agreement dated as of July 8, 1999 among RWB Advisory Services, Inc.
(the "Company"), SA Funds - Investment Trust (the "Trust") and State Street Bank
and Trust Company, a Massachusetts trust company (the "Bank").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Company Acts as administrator to the Trust;
WHEREAS, the Company and the Trust desire to retain the Bank to
furnish certain administrative services to the Trust, and the Bank is willing to
furnish such services, on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF BANK
The Company and the Trust hereby appoint the Bank to act as
sub-administrator with respect to the Trust for purposes of providing certain
administrative services for the period and on the terms set forth in this
Agreement. The Bank accepts such appointment and agrees to render the services
stated herein.
The Trust will initially consist of the portfolio(s) and/or class(es)
of shares (each an "Investment Fund") listed in Schedule A to this Agreement.
In the event that the Trust establishes one or more additional Investment Funds
with respect to which the Company and the Trust wishes to retain the Bank to act
as administrator hereunder, the Company and the Trust shall notify the Bank in
writing. Upon written acceptance by the Bank, such Investment Fund shall become
subject to the provisions of this Agreement to the same extent as the existing
Investment Funds, except to the extent that such provisions (including those
relating to the compensation and expenses payable by the Trust and its
Investment Funds) may be modified with respect to each additional Investment
Fund in writing by the Company, the Trust and the Bank at the time of the
addition of the Investment Fund.
2. DELIVERY OF DOCUMENTS
The Trust will promptly deliver to the Bank copies of each of the
following documents and all future amendments and supplements, if any:
a. The Trust's Declaration of Trust;
b. The Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the 1940
Act and the Trust's Prospectus(es) and Statement(s) of Additional
Information relating to all
Investment Funds and all amendments and supplements thereto as in
effect from time to time;
c. Certified copies of the resolutions of the Board of Trustees of
the Trust (the "Board") authorizing (1) the Trust to enter into
this Agreement and (2) certain individuals on behalf of the Trust
to (a) give instructions to the Bank pursuant to this Agreement
and (b) sign checks and pay expenses;
d. A copy of the investment advisory agreement between the Trust and
its investment adviser, including any sub-advisory agreement
between the Trust and its investment sub-adviser, if any; and
e. Such other certificates, documents or opinions which the Bank
may, in its reasonable discretion, deem necessary or appropriate
in the proper performance of its duties.
3. REPRESENTATIONS AND WARRANTIES OF THE BANK
The Bank represents and warrants to the Trust that:
a. It is a Massachusetts trust company, duly organized and existing
under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its business
in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Bank's ability to perform its
duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Bank or any law or regulation applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to the Bank that:
a. It is a business trust, duly organized, existing and in good
standing under the laws of the State of Delaware;
b. It has the corporate power and authority under applicable laws
and by its Declaration of Trust and by-laws to enter into and
perform this Agreement;
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c. All requisite proceedings have been taken to authorize it to
enter into and perform this Agreement;
d. It is an investment company properly registered under the 1940
Act;
e. A registration statement under the 1933 Act and the 1940 Act has
been filed and will be effective and remain effective during the
term of this Agreement. The Trust also warrants to the Bank that
as of the effective date of this Agreement, all necessary filings
under the securities laws of the states in which the Trust offers
or sells its shares have been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform its
duties and obligations under this Agreement;
g. Its entrance into this Agreement will not cause a material breach
or be in material conflict with any other agreement or obligation
of the Trust or any law or regulation applicable to it; and
h. As of the close of business on the date of this Agreement, the
Trust is authorized to issue shares of beneficial interest, and
it will initially offer shares, in the authorized amounts as set
forth in Schedule A to this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Bank that:
a. It is a corporation, duly organized, existing and in good
standing under the laws of Delaware;
b. It has the power and authority under Delaware law and by its
charter and by-laws to enter into and perform this Agreement;
c. All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Company's ability to perform
its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Company or any law or regulation applicable to
it.
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6. ADMINISTRATION SERVICES
The Bank shall provide the following services, in each case, subject
to the control, supervision and direction of the Trust and the Company and the
review and comment by the Trust's and the Company's auditors and legal counsel
and in accordance with procedures which may be established from time to time
between the Trust, the Company and the Bank:
a. Oversee the determination and publication of the Trust's net
asset value in accordance with the Trust's policy as adopted from
time to time by the Board;
b. Oversee the maintenance by the Trust's custodian of certain books
and records of the Trust as required under Rule 31a-1(b) of the
1940 Act;
c. Prepare the Trust's federal, state and local income tax returns
for review by the Trust's independent accountants and filing by
the Trust's treasurer;
d. Review calculation, submit for approval by officers of the Trust
and arrange for payment of the Trust's expenses;
e. Prepare for review and approval by officers of the Trust
financial information for the Trust's semi-annual and annual
reports, proxy statements and other communications required or
otherwise to be sent to Trust shareholders, and arrange for the
printing and dissemination of such reports and communications to
shareholders;
f. Prepare for review by an officer of and legal counsel for the
Trust the Trust's periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form N-SAR
and financial information required by Form N-1A and such other
reports, forms or filings as may be mutually agreed upon;
g. Prepare reports relating to the business and affairs of the Trust
as may be mutually agreed upon and not otherwise prepared by the
Trust's investment adviser, custodian, legal counsel or
independent accountants;
h. Make such reports and recommendations to the Board concerning the
performance of the independent accountants as the Board may
reasonably request;
i. Make such reports and recommendations to the Board concerning the
performance and fees of the Trust's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Board may
reasonably request or deems appropriate;
j. Oversee and review calculations of fees paid to the Trust's
investment adviser, custodian and Transfer Agent;
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k. Consult with the Trust's officers, independent accountants, legal
counsel, custodian and Transfer Agent in establishing the
accounting policies of the Trust;
l. Respond to, or refer to the Trust's officers or Transfer Agent,
shareholder inquiries relating to the Trust;
m. Provide periodic testing of portfolios to assist the Trust's
investment adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of the
1940 Act and Trust prospectus limitations as may be mutually
agreed upon;
n. Review and provide assistance on shareholder communications;
o. Maintain general calendar for the Trust;
p. Maintain copies of the Trust's charter and by-laws and copies of
minutes of meetings of the Board of Trustees of the Trust and
meeting of shareholders of the Trust;
q. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of Trust
Performance" (which shall also be subject to review by the
Trust's legal counsel);
r. Organize, attend and prepare minutes of shareholder meetings;
s. Provide consultation on regulatory matters relating to portfolio
management, Trust operations and any potential changes in the
Trust's investment policies, operations or structure; act as
liaison to legal counsel to the Trust and, where applicable, to
legal counsel to the Trust's independent Board members;
t. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Trust, update
the Board and the investment adviser on those developments and
provide related planning assistance where requested or
appropriate;
u. Develop or assist in developing guidelines and procedures to
improve overall compliance by the Trust and its various agents;
v. Counsel and assist the Trust in the handling of routine
regulatory examinations and work closely with the Trust's legal
counsel in response to any non-routine regulatory matters;
Subject to review and comment by the Trust's legal counsel:
w. Prepare and file with the SEC amendments to the Trust's
registration statement, including updating the Prospectus and
Statement of Additional Information, where applicable;
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x. Prepare and file with the SEC proxy statements; provide
consultation on proxy solicitation matters;
y. Prepare agenda and background materials for Board meetings, make
presentations where appropriate, prepare minutes and follow-up on
matters raised at Board meetings; and
z. Prepare and file with the SEC Rule 24f-2 notices.
aa. Perform Blue Sky services pursuant to the specific instructions
of the Trust and as detailed in Schedule B to this Agreement.
The Bank shall provide the office facilities and the personnel required by it to
perform the services contemplated herein.
7. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Bank shall receive from the Company such compensation for the
Bank's services provided pursuant to this Agreement as may be agreed to from
time to time in a written fee schedule approved by the parties and initially set
forth in the Fee Schedule to this Agreement. The fees are accrued daily and
billed monthly and shall be due and payable upon receipt of the invoice. The
Trust shall pay to the Bank any and all compensation and reimbursement of
expense that are not paid to the Bank by the Company. Upon the termination of
this Agreement before the end of any month, the fee for the part of the month
before such termination shall be prorated according to the proportion which such
part bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. In addition, the Company shall reimburse the
Bank for its out-of-pocket costs incurred in connection with this Agreement.
The Company agrees promptly to reimburse the Bank for any equipment
and supplies specially ordered by or for the Trust, or the Company, through the
Bank and for any other expenses not contemplated by this Agreement that the Bank
may incur on the Trust's or Company's behalf, at the Trust's or the Company's
request or with the Trust's or the Company's consent.
The Trust will bear all expenses that are incurred in its operation
and not specifically assumed by the Bank. Expenses to be borne by the Trust,
include, but are not limited to: organizational expenses; cost of services
of independent accountants and outside legal and tax counsel (including such
counsel's review of the Trust's registration statement, proxy materials,
federal and state tax qualification as a regulated investment company and
other reports and materials prepared by the Bank under this Agreement); cost
of any services contracted for by the Trust directly from parties other than
the Bank; cost of trading operations and brokerage fees, commissions and
transfer taxes in connection with the purchase and sale of securities for the
Trust; investment advisory fees; taxes, insurance premiums and other fees and
expenses applicable to its operation; costs incidental to any meetings of
shareholders including, but not limited to, legal and accounting fees, proxy
filing fees and the costs of preparation, filing (edgarization), printing and
mailing of any proxy materials; costs incidental to Board meetings, including
fees and expenses of Board members; the salary and expenses of any officer,
director\trustee or employee of the Trust; costs incidental to the
preparation (other than pursuant to Section 6W. of this Agreement), filing
(edgarization), printing and distribution of the Trust's registration
statements and any amendments thereto and shareholder reports; cost of
typesetting
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and printing of prospectuses; cost of preparation and filing of the Trust's
tax returns and Form N-SAR (other than pursuant to Section 6f. of this
Agreement), and all notices, registrations and amendments associated with
applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; fidelity bond and directors' and officers' liability insurance; and
cost of independent pricing services used in computing the Trust's net asset
value.
The Bank is authorized to and may employ or associate with such person or
persons as the Bank may deem desirable to assist it in performing its duties
under this Agreement; provided, however, that the compensation of such person or
persons shall be paid by the Bank and that the Bank shall be as fully
responsible to the Trust for the acts and omissions of any such person or
persons as it is for its own acts and omissions.
8. INSTRUCTIONS AND ADVICE
At any time, the Bank may apply to any officer of the Trust for
instructions and may consult with its own legal counsel or outside counsel for
the Trust or the independent accountants for the Trust at the expense of the
Trust, with respect to any matter arising in connection with the services to be
performed by the Bank under this Agreement. The Bank shall not be liable, and
shall be indemnified by the Trust, for any action taken or omitted by it in good
faith in reliance upon any such instructions or advice or upon any paper or
document believed by it to be genuine and to have been signed by the proper
person or persons. The Bank shall not be held to have notice of any change of
authority of any person until receipt of written notice thereof from the Trust.
Nothing in this paragraph shall be construed as imposing upon the Bank any
obligation to seek such instructions or advice, or to act in accordance with
such advice when received.
9. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Bank shall be responsible for the performance of only such
duties as are set forth in this Agreement and, except as otherwise provided
under Section 6, shall have no responsibility for the actions or activities
of any other party, including other service providers. The Bank shall have
no liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties
hereunder unless solely caused by or resulting from the negligence or willful
misconduct of the Bank, its officers or employees. The Bank shall not be
liable for any special, indirect, incidental, or consequential damages of any
kind whatsoever (including, without limitation, attorneys' fees) under any
provision of this Agreement or for any such damages arising out of any act or
failure to act hereunder. In any event, the Bank's liability under this
Agreement shall be limited to its total annual compensation earned and fees
paid hereunder during the preceding twelve months for any liability or loss
suffered by the Trust including, but not limited to, any liability relating
to qualification of the Trust as a regulated investment company or any
liability relating to the Trust's compliance with any federal or state tax or
securities statute, regulation or ruling.
The Bank shall not be responsible or liable for any failure or delay
in performance of its obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its control, including without
limitation, work stoppage, power or other mechanical failure, computer virus,
natural disaster, governmental action or communication disruption.
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The Company and the Trust shall indemnify and hold the Bank harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Bank resulting from any claim, demand, action or
suit in connection with the Bank's acceptance of this Agreement, any action or
omission by it in the performance of its duties hereunder, or as a result of
acting upon any instructions reasonably believed by it to have been duly
authorized by the Company and the Trust, provided that this indemnification
shall not apply to actions or omissions of the Bank, its officers or employees
in cases of its or their own gross negligence or willful misconduct.
The indemnification contained herein shall survive the termination of
this Agreement.
10. CONFIDENTIALITY
The Bank agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to the Trust or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of the Trust.
11. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Trust assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the 1940 Act,
the Bank agrees that all records which it maintains for the Trust shall at all
times remain the property of the Trust, shall be readily accessible during
normal business hours, and shall be promptly surrendered upon the termination of
the Agreement or otherwise on written request. The Bank further agrees that all
records which it maintains for the Trust pursuant to Rule 31a-1 under the 1940
Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940
Act unless any such records are earlier surrendered as provided above. Records
shall be surrendered in usable machine-readable form.
12. SERVICES NOT EXCLUSIVE
The services of the Bank to the Trust are not to be deemed exclusive,
and the Bank shall be free to render similar services to others. The Bank
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Trust from time to time, have no
authority to act or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
13. TERM, TERMINATION AND AMENDMENT
This Agreement shall become effective on the date of its execution and
shall remain in full force and effect from the effective date for an initial
term of three years from the effective date and shall automatically continue in
full force and effect after such initial term unless either party terminates
this Agreement by written notice to the other party at least sixty (60) days
prior to the expiration of the initial term. Either party may terminate this
Agreement at any time after the initial term upon at least sixty (60) days'
prior written notice to the other party. Termination of this Agreement with
respect to any given Investment Fund shall in no way affect the continued
validity of this Agreement with respect to any other Investment Fund. Upon
termination of this Agreement, the Company shall pay to the Bank such
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compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of such termination, including reasonable out-of-pocket expenses
associated with such termination. Should this Agreement be terminated by the
Company or the Trust prior to the end of the initial three year term, the
Company shall pay to the Bank any fees which the Bank may have waived during the
initial three year term. The Trust shall pay to the Bank any and all
compensation and reimbursement of expense that are not paid to the Bank by the
Company. This Agreement may be modified or amended from time to time by mutual
written agreement of the parties hereto.
14. NOTICES
Any notice or other communication authorized or required by this
Agreement to be given to either party shall be in writing and deemed to have
been given when delivered in person or by confirmed facsimile, or posted by
certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): If to the
Company: RWB Advisory Services, Inc., 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx,
XX 00000, Attn: Xxxx Xxxxx, (000)000-0000 if to the Trust: SA Funds - Investment
Trust, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Attn: Xxxx Xxxxx,
fax (000) 000-0000; if to the Bank: State Street Bank and Trust Company, 0
Xxxxxx xx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000-0000, Attn: Fund
Administration Legal Department, fax: (000)000-0000.
15. NON-ASSIGNABILITY
This Agreement shall not be assigned by any party hereto without the
prior consent in writing of the other two parties, except that the Bank may
assign this Agreement to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by or under common control with
the Bank.
16. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of
the Trust the Company and the Bank and their respective successors and permitted
assigns.
17. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and supersedes all previous
representations, warranties or commitments regarding the services to be
performed hereunder whether oral or in writing.
18. WAIVER
The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing signed
by the waiving party.
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19. YEAR 0000
Xxxxx Xxxxxx will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available state of the
art technology to offer products that are Year 2000 compliant, including, but
not limited to, century recognition of dates, calculations that correctly
compute same-century and multi-century formulas and date values, and
interface values that reflect the date issues arising between now and the
next one hundred years.
If any changes are required, State Street will make the changes to
its products at no cost to Customer, and in a commercially reasonable time
frame and will require third-party suppliers to do likewise.
20. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable, the
balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
21. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
22. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
SA FUNDS-INVESTMENT TRUST
By: /s/ Xxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxx X. Xxxxx, Xx.
--------------------------------
Title: President and Chief Executive Officer
--------------------------------
RWB ADVISORY SERVICES, INC.
By: /s/ Xxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxx X. Xxxxx, Xx.
--------------------------------
Title: President and Chief Executive Officer
--------------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxxx X. Xxxxxxx
--------------------------------
Title: Senior Vice President
--------------------------------
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ADMINISTRATION AGREEMENT
SA FUNDS
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
Investment Fund Authorized Shares
SA Fixed Income Fund Unlimited
SA U.S. Market Fund Unlimited
SA U.S. HBtM Fund Unlimited
SA U.S. Small Fund Unlimited
SA International HBtM Fund Unlimited
SA International Small Fund Unlimited
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ADMINISTRATION AGREEMENT
SA FUNDS
SCHEDULE B
NOTICE FILING WITH
STATE SECURITIES BANKS
AT THE SPECIFIC DIRECTION OF THE TRUST, THE BANK WILL PREPARE REQUIRED
DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF
EACH JURISDICTION IN WHICH TRUST SHARES ARE TO BE OFFERED OR SOLD PURSUANT TO
INSTRUCTIONS GIVEN TO THE BANK BY THE TRUST.
THE TRUST SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (i) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (ii) THE NUMBER OF
TRUST SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT
THAT THE BANK BECOMES AWARE OF (a) THE SALE OF TRUST SHARES IN A JURISDICTION IN
WHICH NO NOTICE FILING HAS BEEN MADE OR (b) THE SALE OF TRUST SHARES IN EXCESS
OF THE NUMBER OF TRUST SHARES PERMITTED TO BE SOLD IN SUCH JURISDICTION, THE
BANK SHALL REPORT SUCH INFORMATION TO THE TRUST, AND IT SHALL BE THE TRUST'S
RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE ACTION AND INSTRUCT THE BANK
WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Trust's Initial Notice Filings, as directed by the Trust;
2. Filing of Trust's renewals and amendments as required;
3. Filing of amendments to the Trust's registration statement where
required;
4. Filing Trust sales reports where required;
5. Payment at the expense of the Trust of all Trust Notice Filing fees;
6. Filing the Prospectuses and Statements of Additional Information and
any amendments or supplements thereto where required;
7. Filing of annual reports and proxy statements where required; and
8. The performance of such additional services as the Bank and the Trust
may agree upon in writing.
Unless otherwise specified in writing by the Bank, Blue Sky services by the Bank
shall not include determining the availability of exemptions under a
jurisdiction's blue sky law. Any such determination shall be made by the Trust
or its legal counsel. In connection with the services described herein, the
Trust shall issue in favor of the Bank a power of attorney to submit Notice
Filings on behalf of the Trust, which power of attorney shall be substantially
in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of _________________, 1998 that SA Funds -
Investment Trust with principal offices at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxx
Xxxx, XX 00000 (the "Trust") makes, constitutes, and appoints STATE STREET BANK
AND TRUST COMPANY (the "Bank") with principal offices at 000 Xxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx its lawful attorney-in-fact for it to do as if it were
itself acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Trust in
each jurisdiction in which Trust shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and file
any and all Trust applications, including without limitation, applications
to register shares, consents, including consents to service of process,
reports, including without limitation, all periodic reports, claims for
exemption, or other documents and instruments now or hereafter required or
appropriate in the judgment of the Bank in connection with the registration
of Trust shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney, individuals
holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky Bank at
the Bank shall have authority to act on behalf of the Trust with respect to
item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Bank of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Bank as or otherwise authorize the Bank to act as an officer,
director or employee of the Trust.
IN WITNESS WHEREOF, the Trust has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
SA FUNDS - Investment Trust
By:/s/ Xxxx X. Xxxxx, Xx.
---------------------------
Name: Xxxx X. Xxxxx, Xx.
-------------------------
Title: President
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