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As filed with the Securities and Exchange Commission on May 26, 2000
Securities Act File No. 333-70423
Investment Company Act of 1940 File No. 811-09195
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 4 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 6 /X/
SA Funds - Investment Trust
(Formerly known as RWB Funds - Investment Trust)
(Exact Name of Registrant as Specified in Charter)
1190 Saratoga Avenue, Suite 200
San Jose, California 95129
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number (408) 260-3143
Michael Gillespie
Vice President and Associate Counsel
State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111-1724
(Name and Address of Agent for Service)
Copies to:
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, CA 94104-2635
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after this
Registration Statement is declared effective.
It is proposed that this filing will become effective: (check appropriate box)
immediately upon filing pursuant to paragraph (b)
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on March 31, 2000 pursuant to paragraph (b)
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x 60 days after filing pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on____________pursuant to paragraph (a)(2) of Rule 485.
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If appropriate, check the following box:
This post-effective amendment designates a new effective
--- date for a previously filed post-effective amendment.
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SA FUNDS-INVESTMENT TRUST
This Post-Effective Amendment No. 4 to the Registration Statement of SA
Funds-Investment Trust is being filed solely for the purpose of delaying the
effectiveness of Post-Effective Amendment No. 3 which was filed pursuant to Rule
485(a) on March 30, 2000.
The Prospectus and Statement of Additional Information for the SA Fixed
Income Fund, SA U.S. Market Fund, SA U.S. HBtM Fund, SA U.S. Small Company Fund,
SA International HBtM Fund and SA International Small Company Fund are not
included in this filing.
Part A: INFORMATION REQUIRED IN PROSPECTUS:
The Prospectus for the SA U.S. Large Cap Growth Strategy Fund and SA U.S.
Large Cap Value Strategy Fund is incorporated herein by reference to
Post-Effective Amendment No. 3.
Part B: INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information for the SA U.S. Large Cap Growth
Strategy Fund and SA U.S. Large Cap Value Strategy Fund is incorporated herein
by reference to Post-Effective Amendment No. 3.
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PART C: OTHER INFORMATION
ITEM 23. EXHIBITS
(i) Agreement and Declaration of Trust(1)
(ii) Amendment to Agreement and Declaration of Trust(3)
(b)(i) By-Laws(1)
(ii) Amendment to By-Laws(3)
(c) Not Applicable
(d)(i) Investment Advisory and Administrative Services Agreement with
Assante Asset Management Inc. (formerly RWB Advisory Services
Inc.)(5)
(ii) Investment Sub-Advisory Agreement with Dimensional Fund Advisors,
Inc.(5)
(iii) Form of Investment Sub-Advisory Agreement for Martingale Asset
Management, L.P.(7)
(iv) Form of Investment Sub-Advisory Agreement for Sanford Bernstein &
Co., Inc.(7)
(e) Distribution Agreement with Assante Capital Management Inc.
(formerly RWB Securities Inc.)(5)
(f) Not Applicable
(g) Custodian Contract with State Street Bank and Trust Company(3)
(h)(i) Sub-Administration Agreement with State Street Bank Trust
Company(5)
(ii) Form of Transfer Agency and Service Agreement with State Street
Bank and Trust Company(2)
(iii) Shareholder Servicing Agreement(5)
(i)(i) Opinion and Consent of Paul, Hastings, Janovsky & Walker LLP
with respect to SA Fixed Income Fund, SA U.S. Market Fund, SA U.S.
HBtM Fund, SA U.S. Small Company Fund, SA International HBtM Fund
and SA International Small Company Fund(3)
(ii) Opinion and Consent of Paul, Hastings, Janovsky & Walker LLP with
respect to SA U.S. Large Cap Growth Strategy Fund and SA U.S.
Large Cap Value Strategy Fund(4)
(j)(i) Powers of Attorney(2)
(ii) Powers of Attorney(6)
(k) Not Applicable
(l) Initial Capital Agreement(3)
(m) Not Applicable
(n) Multi-Class Plan(3)
(p)(i) Code of Ethics for the Trust, the Manager and the Distributor(7)
(ii) Code of Ethics for Martingale Asset Management, L.P.(4)
(iii) Code of Ethics for Sanford Bernstein & Co., Inc.(4)
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1 Incorporated herein by reference from Registrant's Registration Statement
on Form N-1A (the "Registration Statement") (File Nos. 333-70423,
811-09195) as filed with the U.S. Securities and Exchange Commission on
January 11, 1999.
2 Incorporated herein by reference from Pre-Effective Amendment No. 1 to the
Registration Statement as filed with the Securities and Exchange Commission
on June 9, 1999.
3 Incorporated herein by reference from Pre-Effective Amendment No. 2 to the
Registration Statement as filed with the Securities and Exchange Commission
on July 15, 1999.
4 To be filed by Amendment.
5 Incorporated herein by reference from Post-Effective Amendment No. 1 to the
Registration Statement as filed with the Securities and Exchange Commission
on December 21, 1999.
6 Incorporated herein by reference from Post-Effective Amendment No. 2 to the
Registration Statement as filed with the Securities and Exchange Commission
on March 3, 2000.
7 Incorporated herein by reference from Post-Effective Amendment No. 3 to the
Registration Statement as filed with the Securities and Exchange Commission
on March 30, 2000.
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ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
Not applicable.
ITEM 25. INDEMNIFICATION
Indemnification of Registrant's principal underwriter against certain
losses is provided for in the Distribution Agreement incorporated herein by
reference to Exhibit (e) hereto.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
Registrant, Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The Trustees shall not be responsible or liable in any event for any
neglect or wrong-doing of any officer, agent, employee, Investment Adviser or
principal underwriter of the Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee, and the Trust out of its assets shall
indemnify and hold harmless each and every Trustee from and against any and all
claims, demands and expenses (including reasonable attorneys' fees) whatsoever
arising out of or related to each Trustee's performance of his or her duties as
a Trustee of the Trust; provided that nothing herein contained shall indemnify,
hold harmless or protect any Trustee from or against any liability to the Trust
or any Shareholder to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
Every note, bond, instrument, certificate or undertaking and every other
act or thing whatsoever issued, executed or done by or on behalf of the Trust or
the Trustees or any of them in connection with the Trust shall be conclusively
deemed to have been issued, executed or done only in or with respect to their or
his or her capacity as Trustees or Trustee, and such Trustees or Trustee shall
not be personally liable thereon.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
Assante Asset Management Inc. (formerly known as RWB Advisory Services Inc.)
performs investment advisory services for Registrant and institutional and
individual investors.
Dimensional Fund Advisors Inc. performs investment advisory services for
Registrant with respect to SA Fixed Income Fund, SA U.S. Market Fund, SA U.S.
HBtM Fund, SA U.S. Small Company Fund, SA International HBtM Fund and SA
International Small Company Fund and other investment companies and
institutional and individual investors.
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Martingale Asset Management, L.P. and Sanford C. Bernstein & Co., Inc. perform
investment advisory services for Registrant with respect to SA U.S. Large Cap
Value Strategy Fund and other investment companies and institutional and
individual investors.
See the information concerning Assante Asset Management Inc. set forth in Parts
A and B of this Registration Statement.
Assante Asset Management Inc., Dimensional Fund Advisors Inc., Martingale Asset
Management, L.P. and Sanford C. Bernstein & Co., Inc. are investment advisers
registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"). The list required by this Item 26 of directors, officers or partners of
Assante Asset Management Inc., Dimensional Fund Advisors Inc., Martingale Asset
Management, L.P. and Sanford C. Bernstein & Co., Inc. together with any
information as to any business profession, vocation or employment of a
substantial nature engaged in by such directors, officers or partners during the
past two years, is incorporated herein by reference from Schedules B and D of
Forms ADV filed by Assante Asset Management Inc. (SEC File No. 801-55934),
Dimensional Fund Advisors Inc. (SEC File No. 801-16283), Martingale Asset
Management, L.P. (SEC File No. 801-30067) and Sanford C. Bernstein & Co., Inc.
(SEC File No. 801-10488) pursuant to the Advisers Act.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Not Applicable
(b)
<TABLE>
<CAPTION>
(1) (2) (3)
<S> <C> <C> <C>
NAME AND PRINCIPAL BUSINESS POSITIONS AND OFFICES WITH POSITIONS AND OFFICES
ADDRESS UNDERWRITER WITH FUND
John J. Bowen, Jr. Chief Executive Officer, Chief Executive Officer,
Assante Capital Management Registered Principal and President and Trustee
Inc. President
1190 Saratoga Avenue
Suite 200
San Jose, CA 95129
(c) Not Applicable
</TABLE>
ITEM 28. LOCATION OF ACCOUNTS AND RECORDS
The following entities prepare, maintain and preserve the records required by
Section 31(a) of the 1940 Act for the Registrant. These services are provided to
the Registrant through written agreements between the parties to the effect that
such records will be maintained on behalf of the Registrant for the periods
prescribed by the rules and regulations of the Commission under the 1940 Act and
that such records are the property of the entity required to maintain and
preserve such records and will be surrendered promptly on request:
(1) Assante Asset Management Inc.
1190 Saratoga Avenue, Suite 200
San Jose, California 95129
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(2) Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
(3) Martingale Asset Management, L.P.
222 Berkeley Street
Boston, Massachusetts 02116
(4) Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, New York 10153-0185
(5) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
(6) Boston Financial Data Services, Inc.
Two Heritage Drive
North Quincy, Massachusetts 02171
ITEM 29. MANAGEMENT SERVICES
Not Applicable.
ITEM 30. UNDERTAKING
Not Applicable
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
the Investment Company Act of 1940, as amended, the Registrant certifies that
this Post-Effective Amendment No. 4 to the Registration Statement meets the
requirements for effectiveness pursuant to Rule 485(a) of the Securities Act of
1933, as amended and the Registrant has duly caused this Post-Effective
Amendment No. 4 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston and The
Commonwealth of Massachusetts, on the 26th day of May, 2000.
SA FUNDS - INVESTMENT TRUST
By: * /s/ John J. Bowen, Jr.
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John J. Bowen, Jr.
President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed below by the
following person in the capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
* /s/ John J. Bowen, Jr. Trustee May 26, 2000
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John J. Bowen, Jr.
* /s/ Bryan W. Brown Trustee May 26, 2000
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Bryan W. Brown
* /s/ Patrick Keating Trustee May 26, 2000
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Patrick Keating
* /s/ Harold M. Shefrin Trustee May 26, 2000
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Harold M. Shefrin
* /s/ Michael Clinton Treasurer and Chief May 26, 2000
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Michael Clinton Financial and Accounting Officer
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*By: /s/ Francine S. Hayes
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Francine S. Hayes
As Attorney-in-Fact
*filed pursuant to power of attorney.
