SA FUNDS INVESTMENT TRUST, 485BPOS, 2000-10-30

SA FUNDS INVESTMENT TRUST
485BPOS, 2000-10-30

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<PAGE> 1
As filed with the Securities and Exchange Commission on October 30, 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. 8 /X/

and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 10 /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 Offices) (Zip Code)

Registrant's Telephone Number (408) 260-3126

Jennifer S. Fromm
Vice President, Senior Mutual Fund Counsel
Assante Asset Management Inc.
1190 Saratoga Avenue, Suite 200
San Jose, CA 95129
(Name and Address of Agent for Service)

Copies to:

Michael Gillespie Julie Allecta
Vice President and Associate Counsel Partner
State Street Bank and Trust Company Paul, Hastings, Janofsky & Walker, LLP
2 Avenue de Lafayette 345 California Street
Boston, Massachusetts 02111-1724 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)

X Immediately upon filing pursuant to paragraph (b)
-----
On _________________pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a)(1)
-----
On _____________ pursuant to paragraph (a)(1)
-----
75 days after filing pursuant to paragraph (a)(2)
-----
On ________ pursuant to paragraph (a)(2) of Rule 485.
-----

If appropriate, check the following box:
___ This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE> 2

[SA Funds CORPORATE LOGO]

PROSPECTUS

SA FIXED INCOME FUND
SA U.S. MARKET FUND
SA U.S. HBtM FUND
SA U.S. SMALL COMPANY FUND
SA INTERNATIONAL HBtM FUND
SA INTERNATIONAL SMALL COMPANY FUND
SA U.S. LARGE CAP GROWTH STRATEGY FUND
SA U.S. LARGE CAP VALUE STRATEGY FUND
October 30, 2000

SA Funds has registered each mutual fund offered in this Prospectus with the
U.S. Securities and Exchange Commission (SEC). That registration does not imply,
however, that the SEC endorses the Funds.

An investment in the Funds is not a deposit of a bank and is not guaranteed by
the Federal Deposit Insurance Corporation or any other government agency.

The SEC has not approved or disapproved these securities or passed upon the
accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offense.

<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
RISK/RETURN SUMMARY 2
--------------------------------------------------------------
SA FIXED INCOME FUND 2
--------------------------------------------------------------
SA EQUITY FUNDS 7
--------------------------------------------------------------
SA U.S. Market Fund 8
SA U.S. HBtM Fund 11
SA U.S. Small Company Fund 14
SA International HBtM Fund 15
SA International Small Company Fund 17
SA U.S. Large Cap Growth Strategy Fund 23
SA U.S. Large Cap Value Strategy Fund 26

MANAGEMENT 30
--------------------------------------------------------------
YOUR ACCOUNT 34
--------------------------------------------------------------
PRICING OF FUND SHARES 38
--------------------------------------------------------------
DISTRIBUTIONS 40
--------------------------------------------------------------
MORE ABOUT SA FUNDS 42
--------------------------------------------------------------
Fixed Income Fund
Equity Funds

FINANCIAL HIGHLIGHTS 58
--------------------------------------------------------------
</TABLE>

SEE BACK COVER FOR ADDITIONAL INFORMATION

CALL TOLL-FREE 1.800.366.7266 Prospectus 1
<PAGE> 4

RISK/RETURN SUMMARY

This Risk/Return Summary briefly describes the goal and principal investment
strategies of each of the SA Funds and the principal risks of investing in the
Funds. For further information on the Funds' principal investments, strategies
and risks, please read the section entitled More About SA Funds. Each Fund may
also use other investment techniques to achieve its goal. For information on
these techniques and their related risks, please read the Statement of
Additional Information.

SA FIXED INCOME FUND

GOAL

The Fund's goal is to maximize total return available from a universe of high
quality fixed income investments maturing in five years or less.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its goal by investing at least 65% of its total assets in high
quality debt securities maturing in five years or less. These may include:

- obligations issued or guaranteed by the U.S. or foreign governments or
their agencies and instrumentalities;

- corporate debt obligations;

- bank obligations;

- commercial paper;

- repurchase agreements;

- obligations of supranational organizations (such as the World Bank); and

- Eurodollar obligations.

The Fund attempts to maximize its total return by increasing or decreasing its
portfolio maturity length depending on prevailing interest rates. For example,
the sub-adviser may sell a shorter term security and buy a longer term security.
If interest rates fall, prices for the longer term security will rise more than
the shorter term security. Thus, capital appreciation is enhanced as well as
total return. The sub-adviser also allocates assets among countries in an
attempt to maximize total return.

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The Fund may use foreign currency exchange contracts to hedge foreign currency
risks. The Fund may also engage in short-term trading, enter into futures and
options contracts and lend portfolio securities. These investments and
techniques are described under More About SA Funds.

PRINCIPAL RISKS

The share price of the Fund and the Fund's yield change daily because of changes
in interest rates and other market conditions and factors. Therefore, you may
lose money if you invest in the Fund.

The principal risks that apply to the Fixed Income Fund are:

- INTEREST RATE RISK: In general, bond prices rise when interest rates fall
and fall when interest rates rise. Longer term bonds are generally more
sensitive to interest rate changes than shorter term bonds. Generally, the
longer the average maturity of the bonds held by the Fund, the more the
Fund's share price will fluctuate in response to interest rate changes.

- CREDIT (OR DEFAULT) RISK: It is possible that some of the issuers will
not make payments on debt securities held by the Fund, or there could be
defaults on repurchase agreements held by the Fund. Also, an issuer may
suffer adverse changes in financial condition that could lower the credit
quality of a security, leading to greater volatility in the price of the
security and in shares of the Fund. A change in the quality rating of a
bond can affect the bond's liquidity and make it more difficult for the
Fund to sell. If any of these events were to occur, the Fund might suffer
a loss.

- FOREIGN SECURITIES AND CURRENCY RISK: Investments by the Fund in foreign
securities involve risks in addition to those of U.S. securities. Foreign
securities are generally more volatile and less liquid than U.S.
securities, in part because of greater political and economic risks and
because there is less public information available about foreign
companies. Issuers of foreign securities are generally not subject to the
same degree of regulation as are U.S. issuers. The reporting, accounting
and auditing standards of foreign countries may differ, in some cases
significantly, from U.S. standards. A further risk is that a decline in
the

CALL TOLL-FREE 1.800.366.7266 Prospectus 3
<PAGE> 6

value of foreign currencies relative to the U.S. dollar will reduce the
value of securities denominated in those currencies.

- HEDGING RISK: Forward currency exchange contracts may be used to hedge
foreign currency risk. Hedging tends to limit any potential gain that may
be realized if the value of the Fund's portfolio holdings increases
because of currency fluctuations. In addition, hedging may increase the
Fund's expenses. There is also a risk that a forward currency exchange
contract intended as a hedge may not perform as intended, in which case
the Fund may not be able to minimize the effects of foreign currency
fluctuations and may suffer a loss.

- DERIVATIVES RISK: The Fund may experience losses as a result of its use
of futures, options and forward currency exchange contracts, which are
forms of derivatives. The main risk with derivatives is that the Fund may
lose more money than its initial investment in the derivative.

- EURO RISK: The Fund may be adversely affected by the conversion of
certain European currencies into the Euro. This conversion, which is under
way, is scheduled to be completed in the year 2002. However, problems with
the conversion process and delays could increase volatility in world
capital markets and affect European capital markets in particular.

PERFORMANCE

The Fund does not have annual returns for a full calendar year. For this reason,
a bar chart and performance table showing performance information and
information on the Fund's best and worst calendar quarters is not provided in
this Prospectus.

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FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fixed Income Fund. The Fund has no sales charge (load),
redemption fees or exchange fees, although some institutions may charge you a
fee for shares you buy or sell through them.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

------------------------------------------------------------------------------

<TABLE>
<S> <C>
Annual Account Maintenance Fee
(for accounts under $100,000)(1) $100.00
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
AS A % OF NET ASSETS

------------------------------------------------------------------------------

<TABLE>
<S> <C>
Management/Advisory Fees 1.04%
Other Expenses(2)
Shareholder Servicing Fees .05%
Other Operating Expenses 1.99%
-----
Total Other Expenses 2.04%
-----
Total Annual Fund Operating Expenses 3.08%
Fee Waiver and/or Expense Reimbursement (2.23)%
-----
Net Expenses(3) 0.85%
</TABLE>

(1) The Fund may deduct an annual maintenance fee of $100 from accounts
with a value of less than $100,000. The account value is determined by
aggregating accounts with SA Funds. The Fund expects to value accounts
on the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee is
payable to the Fund and is designed to offset in part the relatively
higher costs of servicing smaller accounts. The Fund reserves the
right to waive the fee.

(2) Other expenses are based on estimates for the current fiscal year and
include an administration fee paid to the adviser and all other
ordinary operating expenses not listed above.

(3) The adviser has contractually agreed to waive its management fees
and/or to reimburse expenses to the extent necessary to limit the
Fund's total operating expenses to the amount shown in the above
table. This agreement will remain in effect until August 15, 2002, at
which time this agreement may be continued, modified or eliminated and
net expenses will be adjusted as necessary. Pursuant to a separate fee
waiver and/or reimbursement agreement, the net expenses of the Fund
during the period up to July 15, 2009, will not exceed 1.00%. The
adviser may elect to recapture any amounts waived or reimbursed
subject to the following conditions: (1) the adviser must request
reimbursement within three years from the year in which the
waiver/reimbursement is made, (2) the Board of Trustees must approve
the reimbursement and (3) the Fund must be able to make the
reimbursement and still stay within the operating expense limitation.

CALL TOLL-FREE 1.800.366.7266 Prospectus 5
<PAGE> 8

EXAMPLE

------------------------------------------------------------------------------

This example is intended to help you compare the cost of investing in the
Fixed Income Fund to the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in the Fund for the time periods
indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year,
that the Fund's operating expenses remain the same as shown in the table
above and that all dividends and distributions are reinvested. Although
your actual costs and the return on your investment may be higher or
lower, based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
1 year $87* 3 years $289* 5 years $525* 10 years $1,505*
</TABLE>

*The example is based on net expenses after reduction for fee waivers or
reimbursements.

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<PAGE> 9

SA EQUITY FUNDS

SA U.S. MARKET FUND
SA U.S. HBtM FUND
SA U.S. SMALL COMPANY FUND
SA INTERNATIONAL HBtM FUND
SA INTERNATIONAL SMALL COMPANY FUND
SA U.S. LARGE CAP GROWTH STRATEGY FUND
SA U.S. LARGE CAP VALUE STRATEGY FUND
EQUITY INVESTMENT APPROACH

The sub-adviser of 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 believes that equity investing should involve a long-term view and a
focus on asset class (for example, small company stocks or large company
stocks) selection. Accordingly, the sub-adviser of these Funds does not engage
in market-timing or conventional stock selection. The sub-adviser places a
premium on limiting portfolio turnover and does not take defensive positions
in anticipation of negative investment conditions.

The sub-adviser of 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 generally structures a Fund's portfolio by:

- Selecting a starting universe of securities (for example, all publicly
traded U.S. common stocks).

- Creating a sub-set of companies meeting the sub-adviser's investment
guidelines for each particular Fund.

- Excluding certain companies after analyzing various factors (for
example, solvency or involvement in a merger).

- Purchasing stocks so the portfolio is generally market capitalization
weighted, which means that stocks representing larger companies will
represent a proportionately larger percentage of the portfolio.

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<PAGE> 10

SA U.S. MARKET FUND

GOAL

The Fund's goal is to achieve long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its goal by investing in the following asset class (or "target
universe"): the common stocks of U.S. companies within a MARKET CAPITALIZATION
RANGE of deciles 1-10. The Fund's target universe is made up of all common
stocks that are traded on the New York Stock Exchange, the American Stock
Exchange and the NASDAQ National Market System. Although the market
capitalization of companies within this range fluctuates, as of the date of this
Prospectus, the companies within this range have market capitalizations of
between approximately $10 million and $600 billion.

Because it would be very expensive to buy and sell all of the stocks in the
Fund's target universe, the sub-adviser uses a technique known as "sampling."
Sampling means that the sub-adviser selects stocks that will recreate in terms
of market capitalization the Fund's target universe.

The Fund also invests up to 5% of its total assets in the U.S. 9-10 Small
Company Portfolio, an investment company that invests exclusively in stocks of
very small companies. Dimensional Fund Advisors Inc. ("DFA"), the sub-adviser of
the Fund, is the adviser of the U.S. 9-10 Small Company Portfolio.

The Fund may also invest a limited portion of its assets in fixed income
securities and may lend a portion of its portfolio securities.

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ABOUT MARKET CAPITALIZATION RANGES AND DECILES

Market Capitalization is the total value of a company's stock in the
marketplace or on a stock exchange. For example, a company that has issued one
million shares that are selling for $30 per share would have a market
capitalization of $30,000,000.

Market capitalization ranges for the SA U.S. Market Fund, SA U.S. HBtM Fund
and SA U.S. Small Company Fund are determined as follows:

1. The sub-adviser equally divides all the companies traded on the New York
Stock Exchange into 10 groups or "deciles" based on market capitalization.
Stocks in decile 1 have the biggest market capitalizations and those in
decile 10, the smallest.

2. The sub-adviser then combines two or more of these deciles into a market
capitalization segment or range.

3. The sub-adviser generally considers a stock (it may not necessarily be
traded on the New York Stock Exchange) for purchase only if its market
capitalization falls within the ranges created.

PRINCIPAL RISKS

The share price of the Fund may change daily based on market conditions and
other factors. Therefore, you may lose money if you invest in the Fund. The
principal risks that apply to the Fund are:

- MARKET RISK: The value of the securities in which the Fund invests may go
up or down in response to the prospects of individual companies, general
economic conditions, and/or investor behavior that leads investors'
perceptions of value to diverge from fundamental value. Price changes may
be temporary or last for extended periods.

- LARGE COMPANY RISK: Larger, more established companies are generally not
nimble and may be unable to respond quickly to competitive challenges,
such as changes in technology and consumer tastes.

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<PAGE> 12

- SMALLER COMPANY STOCK RISK: Because the Fund may invest up to 5% in the
U.S. 9-10 Small Company Portfolio, the Fund may be exposed to the risks
associated with the stocks of small and medium-size companies. The stocks
of small and medium-size companies may have more risks than those of
larger companies. Small and medium-size companies often have narrower
markets and more limited managerial and financial resources than larger,
more established companies. As a result, they may be more sensitive to
changing economic conditions, which could increase the volatility of the
Fund's portfolio. In addition, small company stocks typically trade in
lower volume, making them more difficult to sell. Generally, the smaller
the company size, the greater these risks.

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SA U.S. HBtM FUND

GOAL

The Fund's goal is to provide long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its goal by investing at least 80% of its total assets in a
target universe consisting of common stocks of U.S. companies that the Fund
believes are value stocks and which fall into a market capitalization range of
deciles 1-5. The Fund considers value stocks to be those of companies with high
book values in relation to their market values. In measuring value, factors such
as cash flow, economic conditions and developments in the issuer's industry are
also considered.

Generally, the Fund considers a company to have a high book to market ratio if
its ratio equals or exceeds the ratios of any of the 30% of New York Stock
Exchange-listed companies with the highest book to market ratios.

The Fund invests in common stocks of U.S. companies within a MARKET
CAPITALIZATION RANGE of deciles 1-5. Although the market capitalization of
companies within this range will fluctuate, as of the date of this Prospectus,
companies within this range have market capitalizations of between approximately
$1 billion and $600 billion.

The Fund may use a variety of TAX-EFFICIENT MANAGEMENT TECHNIQUES, when
consistent with its strategies and operational needs, in an attempt to minimize
adverse tax consequences to shareholders of the Fund.

The Fund may also invest a limited portion of its assets in fixed income
securities and may lend a portion of its portfolio securities.

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<PAGE> 14

ABOUT TAX-EFFICIENT MANAGEMENT TECHNIQUES

The sub-adviser of SA U.S. HBtM Fund, SA U.S. Small Company Fund and SA
International HBtM Fund may use the following Tax-Efficient Management
Techniques in an attempt to minimize taxable distributions, particularly
short-term capital gains and current income, which are taxed at a higher rate
than long-term capital gains.

- Minimizing sales of securities that result in capital gains.

- Maximizing the extent to which any realized net capital gains are
long-term in nature (taxable at lower capital gains tax rates).

- Minimizing dividend income.

- Realizing losses to offset gains, when prudent to do so.

- Limiting portfolio turnover, when prudent to do so.

PRINCIPAL RISKS

The share price of the Fund may change daily based on market conditions and
other factors. Therefore, you may lose money if you invest in the Fund.

The principal risks that apply to the Fund are:

- VALUE STOCKS RISK: Value stocks may underperform when the market strongly
favors growth stocks over value stocks. In addition, a value stock may not
reach what the sub-adviser believes is its full market value, or its
intrinsic value may go down.

- LARGE COMPANY STOCK RISK: Larger, more established companies are
generally not nimble and may be unable to respond quickly to

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<PAGE> 15

competitive challenges, such as changes in technology and consumer tastes.

- MEDIUM-SIZE COMPANY STOCK RISK: The stocks of medium-size companies may
have more risks than those of larger companies. They may be more
susceptible to market downturns and their prices may be more volatile.

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<PAGE> 16

SA U.S. SMALL COMPANY FUND

GOAL

The Fund's goal is to provide long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its goal by investing at least 80% of its total assets in a
target universe consisting of equity securities of U.S. companies with market
capitalizations within the smaller half of companies listed on the New York
Stock Exchange, corresponding to a market capitalization range of deciles 5-10.
Although the market capitalization of companies within this range fluctuates, as
of the date of this Prospectus, companies within this range have market
capitalizations between approximately $10 million and $1 billion.

The Fund may use a variety of TAX-EFFICIENT MANAGEMENT TECHNIQUES in an attempt
to minimize adverse tax consequences to shareholders of the Fund.

The Fund may also invest a limited portion of its assets in fixed income
securities and may lend a portion of its portfolio securities.

PRINCIPAL RISKS

The share price of the Fund may change daily based on market conditions and
other factors. Therefore, you may lose money if you invest in the Fund.

The principal risks that apply to the Fund are:

- MARKET RISK: The value of the securities in which the Fund invests may go
up or down in response to the prospects of individual companies, general
economic conditions and/or investor behavior that leads investors'
perceptions of value to diverge from fundamental value. Price changes may
be temporary or last for extended periods.

- SMALL COMPANY STOCK RISK: The stocks of small companies may have more
risks than those of larger companies. Small companies often have narrower
markets and more limited managerial and financial resources than larger,
more established companies. As a result they may be more sensitive to
changing economic conditions, which could increase the volatility of the
Fund's portfolio. In addition, small company stocks typically are traded
in lower volume, making them more difficult to sell. Generally, the
smaller the company size, the greater these risks.

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SA INTERNATIONAL HBtM FUND

GOAL

The Fund's goal is to provide long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Fund pursues its goal by investing at least 65% of its total assets in a
target universe consisting of common stocks of large non-U.S. companies that it
believes are value stocks. The Fund considers value stocks to be those of
companies with high book values in relation to their market values. In measuring
value, factors such as cash flow, economic conditions and developments in the
issuer's industry are also considered.

Generally, the Fund considers a company to have a high book to market ratio if
its ratio equals or exceeds the ratios of any of the 30% of exchange-listed
companies (in the applicable country) with the highest book to market ratios.

The Fund invests in companies in countries with developed markets (for example,
Australia, Denmark or France). At least 65% of the Fund's assets will be
invested in companies in at least three non-U.S. countries.

The Fund invests in common stocks of non-U.S. companies within a market
capitalization range of deciles 1-5. Although the market capitalization of the
companies within this range will fluctuate, as of the date of this Prospectus,
companies within this range have market capitalizations of between approximately
$800 million and $230 billion.

The Fund may use a variety of TAX-EFFICIENT MANAGEMENT TECHNIQUES to minimize
adverse tax consequences to shareholders of the Fund.

The Fund may also invest a limited portion of its assets in fixed income
securities and may lend a portion of its portfolio securities.

PRINCIPAL RISKS

The share price of the Fund may change daily based on market conditions and
other factors. Therefore, you may lose money if you invest in the Fund.

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<PAGE> 18

The principal risks that apply to the Fund are:

- LARGE COMPANY STOCK RISK: Larger, more established companies are
generally not nimble and may be unable to respond quickly to competitive
challenges, such as changes in technology and consumer tastes.

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SA INTERNATIONAL SMALL COMPANY FUND

GOAL

The Fund's goal is long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

The Fund is a feeder fund in a master-feeder relationship, which means that it
invests all of its assets in another mutual fund, the DFA International Small
Company Portfolio (the "Master Fund"). The Master Fund, in turn, is a fund-
of-funds that invests in the following DFA mutual funds ("Underlying Funds"):
Japanese Small Company Series (the "Japanese Series"), United Kingdom Small
Company Series (the "United Kingdom Series"), Continental Small Company Series
(the "Continental Series") and Pacific Rim Small Company Series (the "Pacific
Rim Series").

This means that instead of buying securities directly, the Fund invests
substantially all of its assets in a DFA "master" fund (referred to in this
Prospectus as the "Master Fund"), which has the same investment objective, and
the Master Fund, in turn, purchases the appropriate proportions of shares in the
Underlying Funds.

DFA invests the assets of each Underlying Fund by generally basing the amount of
each security purchased on the issuer's market capitalization relative to other
companies located in the same country (or region, in the case of the Continental
Series and the Pacific Rim Series).

The Master Fund is a series of DFA Investment Dimensions Group Inc., and the
Underlying Funds are series of The DFA Investment Trust Company. The Master Fund
and the Underlying Funds are advised by DFA, the sub-adviser of the
International Small Company Fund.

Because DFA receives an administration fee and an investment advisory fee
through its management of the Master Fund and the Underlying Funds, DFA will not
receive any sub-advisory fee for its sub-advisory services to the International
Small Company Fund. DFA has agreed to this fee arrangement in order to prevent
any duplication of fees in this multi-tier structure.

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<PAGE> 20

The Master Fund will invest its assets in the Underlying Funds within the
following ranges (expressed as a percentage of the Fund's assets):

<TABLE>
<CAPTION>
UNDERLYING FUND INVESTMENT RANGE
<S> <C>
Japanese Series 20%- 45%
United Kingdom Series 5%- 25%
Continental Series 20%- 45%
Pacific Rim Series 0%- 25%
</TABLE>

DFA determines periodically the allocations of the Master Fund's investments
among the Underlying Funds. Through the Master Fund, the Fund will be invested
in developed nations such as the United Kingdom, European nations such as France
and Germany, and Japan, and will not invest significantly in emerging nations.

The Fund may withdraw its investment in the Master Fund at any time if the Board
of Trustees determines that it is in the best interest of the Fund and its
shareholders to do so. If this happens, the Fund's assets either will be
invested in another Master Fund or will be invested directly according to the
investment policies and restrictions described in this Prospectus.

In reviewing the investment objectives and policies of the International Small
Company Fund in this Prospectus, you should assume that the investment
objectives and policies of the Master Fund are the same in all material respects
as those of the Fund and that, at times when the Fund has invested its assets in
the Master Fund, the descriptions of the Fund's investment strategies and risks
should be read as also applicable to the Master Fund.

PRINCIPAL RISKS

The share price of the Fund may change daily based on market conditions and
other factors. Therefore, you may lose money if you invest in the Fund.

The principal risks that apply to the Fund are:

- MARKET RISK: The value of the securities in which the Fund invests
indirectly may go up or down in response to the prospects of individual
companies, general economic conditions and/or investor behavior that

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<PAGE> 21

leads investors' perceptions of value to diverge from fundamental value.
Price changes may be temporary or last for extended periods.

- FOREIGN SECURITIES AND CURRENCY RISK: Investments in foreign securities
involve risks in addition to those of U.S. securities. Foreign securities
are generally more volatile and less liquid than U.S. securities, in part
because of greater political and economic risks and because there is less
public information available about foreign companies. Issuers of foreign
securities are generally not subject to the same degree of regulations as
are U.S. issuers. The reporting, accounting and auditing standards of
foreign countries may differ, in some cases significantly, from U.S.
standards. A further risk is that a decline in the value of foreign
currencies relative to the U.S. dollar will reduce the value of securities
denominated in those currencies.

PERFORMANCE

The Funds do not have annual returns for a full calendar year. For this reason,
a bar chart and performance table showing performance information and
information on the Funds' best and worst calendar quarters is not provided in
this Prospectus.

CALL TOLL-FREE 1.800.366.7266 Prospectus 19
<PAGE> 22

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of an SA Equity Fund. The Funds have no sales charge (load),
redemption fees or exchange fees, although some institutions may charge you a
fee for shares you buy or sell through them.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

------------------------------------------------------------------------------

<TABLE>
<S> <C>
Transaction Fees (as a % of offering price)(1)
International Small Company Fund 0.675%
Annual Account Maintenance Fee
(for accounts under $100,000)(2) $100.00
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
(AS A % OF NET ASSETS)

------------------------------------------------------------------------------

<TABLE>
<CAPTION>
U.S. INTL.
U.S. U.S. SMALL INTL. SMALL
MARKET HBtM COMPANY HBtM COMPANY
FUND FUND FUND FUND FUND(5)
<S> <C> <C> <C> <C> <C>
Management/Advisory Fees .90% 1.12% 1.23% 1.23% 0.85%
Other Expenses(3)
Shareholder Servicing
Fees .05% .05% .05% .05% .05%
Other Operating
Expenses 2.38% 4.50% 5.34% 2.38% 6.18%
----- ----- ----- ----- -----
Total Other Expenses 2.43% 4.55% 5.39% 2.43% 6.23%
----- ----- ----- ----- -----
Total Annual Fund
Operating Expenses 3.33% 5.67% 6.62% 3.66% 7.08%
Fee Waiver and/or Expense
Reimbursement (2.41)% (4.62)% (5.37)% (2.21)% (5.80)%
----- ----- ----- ----- -----
Net Expenses(4) .92% 1.05% 1.25% 1.45% 1.28%
</TABLE>

(1) The International Small Company Fund charges a transaction fee on
purchases of, and exchanges for, shares of that Fund. The fee does not
apply to reinvested dividends or capital gain distributions. The fee
is not a sales charge. It is paid to the Fund and is passed through to
the Underlying Funds where it is used to protect existing shareholders
by offsetting the transaction costs associated with purchasing
additional securities. The transaction fee will vary slightly from
time to time depending upon the current country allocation and the
costs of investing in those countries. An investor may call the
adviser at (800) 366-7266 for the transaction fee rate at the time of
investment.

(2) The Funds may deduct an annual maintenance fee of $100 from accounts
with a value of less than $100,000. The account value is determined by
aggregating accounts with SA Funds. The Funds expect to value accounts
on the second

20 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 23

Friday in November of each year. Accounts opened after September 30
will not be subject to the fee for that year. The fee is payable to
the Funds and is designed to offset in part the relatively higher
costs of servicing smaller accounts. The Funds reserve the right to
waive the fee.

(3) Other expenses are based on estimates for the current fiscal year and
include an administration fee paid to the adviser and all other
ordinary operating expenses not listed above.

(4) The adviser has contractually agreed to waive its management fees
and/or to reimburse expenses to the extent necessary to limit each
Fund's total operating expenses to the amounts shown in the above
table. This agreement will remain in effect until August 15, 2002, at
which time this agreement may be continued, modified or eliminated and
the net expenses will be adjusted as necessary. Pursuant to a separate
fee waiver and/or reimbursement agreement, the net expenses of the
Funds during the period up to July 15, 2009, will not exceed the
following: U.S. Market Fund 1.08%, U.S. HBtM Fund 1.13%, U.S. Small
Company Fund 1.28%, Int'l HBtM Fund 1.53% and Int'l Small Company Fund
1.28%. The adviser may elect to recapture any amounts waived or
reimbursed subject to the following conditions: (1) the adviser must
request reimbursement within three years from the year in which the
waiver/reimbursement is made, (2) the Board of Trustees must approve
the reimbursement and (3) the Fund must be able to make the
reimbursement and still stay within the operating expense limitation.

(5) With respect to the International Small Company Fund, the amounts set
forth in the table reflect only those expenses incurred directly by
the Fund. The expenses incurred by the Master Fund and the Underlying
Funds are reflected in the valuation of the Fund's investment in the
Master Fund. These expenses are not passed directly to the Fund or its
shareholders, and therefore these expenses are not reflected in the
table.

CALL TOLL-FREE 1.800.366.7266 Prospectus 21
<PAGE> 24

EXAMPLE

------------------------------------------------------------------------------

This example is intended to help you compare the cost of investing in an
SA Equity Fund to the cost of investing in other mutual funds. The example
assumes that you invest $10,000 in a Fund for the time periods indicated
and then sell all of your shares at the end of those periods. The example
also assumes that your investment has a 5% return each year, that the
Fund's operating expenses remain the same as shown in the table above and
that all dividends and distributions are reinvested. Although your actual
costs and the return on your investment may be higher or lower, based on
these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
U.S. Market Fund(1)
1 year $94 3 years $312 5 years $566 10 years $1,619
U.S. HBtM Fund(1)
1 year $108 3 years $345 5 years $609 10 years $2,020
U.S. Small Company Fund(1)
1 year $128 3 years $402 5 years $700 10 years $2,306
International HBtM Fund(1)
1 year $149 3 years $471 5 years $824 10 years $2,116
International Small Company Fund(1)
1 year $131 3 years $408 5 years $706 10 years $2,376
</TABLE>

(1) The example is based on net expenses after reduction for fee waivers
or reimbursements.

22 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 25

U.S. LARGE CAP GROWTH STRATEGY FUND

GOAL

The Fund's goal is long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in common stocks of large U.S. companies with market
values of issuers included in the Russell 1000 Growth Index. Under normal
circumstances, the Fund invests at least 65% of its total assets in these
securities. On September 30, 2000, the minimum and maximum market values of
companies in the index were $260 million and $572.43 billion, respectively.

The Fund uses a multi-manager approach, relying on a number of sub-advisers with
differing investment philosophies to each manage portions of the Fund's
portfolio under the general supervision of Assante Asset Management Inc., the
Fund's investment adviser. In managing the Fund's assets, the sub-advisers
generally look for companies with above-average growth of revenues or earnings
relative to the overall U.S. large cap market. The sub-advisers may also
consider economic outlooks for various sectors and industries. The sub-advisers
rely on the knowledge, experience and judgment of their own staff, who have
access to a wide variety of research. Factors the sub-advisers look for in
selecting investments include:

- A historical record of above-average earnings growth.

- Attractive prices relative to potential growth of the company.

- Sound financial strength and effective management.

- A sustainable competitive advantage, such as a brand name, customer base,
proprietary technology or economies of scale.

The sub-advisers may favor securities from different industries and companies at
different times while still maintaining variety in terms of the industries and
companies represented.

CALL TOLL-FREE 1.800.366.7266 Prospectus 23
<PAGE> 26

Each sub-adviser, subject to the supervision of the adviser, is responsible for
managing approximately 40% to 60% of the assets of the Fund. The adviser has
engaged the following sub-advisers: Roxbury Capital Management, LLC ("Roxbury")
and Enhanced Investment Technologies, Inc. ("Intech").

Roxbury uses a bottom-up approach for security selection, focusing on
fundamentals of individual companies--factors such as strong financials, high
profitability and business stability, earnings and cash flow.

Roxbury will normally sell a stock when its earnings growth appears less
promising, which may include the deterioration of the company's fundamentals,
when the company no longer qualifies as a large company, when they believe other
investments offer better opportunities, or in the course of adjusting the Fund's
exposure to a given industry.

Intech uses a proprietary mathematical model to determine which stocks to hold
and in which proportion. Intech's model uses price volatility as a key
component, resulting in a portfolio in which securities are combined in such a
manner that the overall portfolio volatility is low but the relative volatility
of the individual stocks is high. Periodic rebalancing will cause Intech to sell
all or a portion of a security position to maintain targeted proportions. The
target proportions are industry-weighted, based on Intech's analysis of the
related industry as to whether such industry is a growth industry or a value
industry.

PRINCIPAL RISKS

The share price of the Fund may change daily based on market conditions and
other factors. Therefore, you may lose money if you invest in the Fund.

The principal risks that apply to the Fund are:

- MARKET RISK: The value of the securities in which the Fund invests may
decline in response to the prospects of individual companies, general
economic conditions and/or investor behavior that leads investors'
perceptions of value to diverge from fundamental value. Price changes may
be temporary or last for extended periods.

24 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 27

- GROWTH INVESTING RISK: The price of growth stocks may be more sensitive to
changes in current or expected earnings than the prices of other stocks.
The price of growth stocks is also subject to the risk that the stock price
of one or more companies will fall or will fail to appreciate as
anticipated by the sub-advisers, regardless of movements in the securities
markets.

- LARGE COMPANY STOCK RISK: Larger, more established companies are generally
not nimble and may be unable to respond quickly to competitive challenges,
such as changes in technology and consumer tastes.

- SECTOR RISK: The Fund may invest in the technology industry. The value of
such companies is particularly vulnerable to rapidly changing technology,
extensive government regulation and relatively high risks of obsolescence
caused by scientific and technological advances. The value of the Fund's
shares may fluctuate more than shares of a fund investing in a broader range
of industries.

CALL TOLL-FREE 1.800.366.7266 Prospectus 25
<PAGE> 28

U.S. LARGE CAP VALUE STRATEGY FUND

GOAL

The Fund's goal is long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

The Fund invests primarily in common stocks of large U.S. companies with market
values of issuers included in the Russell 1000 Value Index. Under normal
circumstances, the Fund invests at least 65% of its total assets in these
securities. On September 30, 2000, the minimum and maximum market values of
companies in the index were $260 million and $572.43 billion, respectively.

The Fund uses a multi-manager approach, relying on a number of sub-advisers with
differing investment philosophies to each manage portions of the Fund's
portfolio under the general supervision of Assante Asset Management Inc., the
Fund's investment adviser. Each sub-adviser, in managing its portion of the
Fund's assets, uses a value approach to select the Fund's investments. Using
this investment style, each sub-adviser seeks securities selling at reasonable
prices or substantial discounts to their underlying value and then holds these
securities until the market values reflect their intrinsic values. The
sub-advisers evaluate a security's potential value based on the sub-adviser's
analysis of the company's assets and prospects for earnings growth. The
sub-advisers rely on the knowledge, experience and judgment of their own staff,
who have access to a wide variety of research. Factors the sub-advisers look for
in selecting investments include:

- Above average potential for earnings and growth.

- Low market valuations relative to earnings forecast, book value, cash flow
and sales.

Each sub-adviser, subject to the supervision of the adviser, is responsible for
managing approximately 40% to 60% of the assets of the Fund. The adviser has
engaged the following sub-advisers: Alliance Capital Management L.P.
("Alliance") and Martingale Asset Management, L.P. ("Martingale").

Alliance uses a value-based approach using fundamental proprietary research to
identify opportunities. Alliance takes a bottom-up approach to security

26 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 29

selection. This approach means seeking investment opportunities by analyzing
fundamental information about a company--factors such as earnings and sales,
profitability and product lines.

Martingale uses a bottom-up, quantitative, value-oriented investment process.
Martingale uses its own proprietary techniques to rank companies according to
their attractiveness relative to their peers by factors such as earnings, book
value, analysts' estimate revisions and future growth rate.

Each sub-adviser will normally sell a stock when it reaches a target price, when
a sub-adviser believes other investments offer better opportunities or in the
course of adjusting the Fund's exposure to a given industry. Adjustments in the
Fund's exposure to a given industry may occur as a result of the sub-adviser's
analysis of changes in the industry from value to growth.

PRINCIPAL RISKS

The share price of the Fund may change daily based on market conditions and
other factors. Therefore, you may lose money if you invest in the Fund.

The principal risks that apply to the Fund are:

- VALUE INVESTING RISK: Returns from value stocks may trail returns from
other asset classes (for example, growth stocks) or the overall stock
market. Each type of asset class tends to experience periods of doing
better or worse than common stocks in general.

- LARGE COMPANY STOCK RISK: Larger, more established companies are generally
not nimble and may be unable to respond quickly to competitive challenges,
such as changes in technology and consumer tastes.

CALL TOLL-FREE 1.800.366.7266 Prospectus 27
<PAGE> 30

PERFORMANCE

The Funds have not commenced operations as of the date of this Prospectus and,
therefore, do not have annual returns for a full calendar year. For this reason,
a bar chart and performance table showing performance information and
information on each Fund's best and worst calendar quarters is not provided in
this Prospectus.

FEES AND EXPENSES

The table below describes the fees and expenses that you may pay if you buy and
hold shares of a Fund. The Funds have no sales charge (load), redemption fees or
exchange fees, although some institutions may charge you a fee for shares you
buy or sell through them.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

------------------------------------------------------------------------------

<TABLE>
<S> <C>
Annual Account Maintenance Fee
(for accounts under $100,000)(1) $100.00
</TABLE>

ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
(AS A % OF NET ASSETS)

------------------------------------------------------------------------------

<TABLE>
<CAPTION>
U.S. LARGE CAP U.S. LARGE CAP
GROWTH VALUE
STRATEGY FUND STRATEGY FUND
<S> <C> <C>
Management/Advisory Fee 1.32% 1.32%
Other Expenses(2)
Shareholder Servicing Fees .05% .05%
Other Operating Expenses 1.46% 1.46%
----- -----
Total Other Expenses 1.51% 1.51%
----- -----
Total Annual Fund Operating
Expenses 2.83% 2.83%
Fee Waiver and/or Expense
Reimbursement (1.50)% (1.50)%
----- -----
Net Expenses(3) 1.33% 1.33%
</TABLE>

(1) The Funds may deduct an annual maintenance fee of $100.00 from
accounts with a value of less than $100,000. The account value is
determined by aggregating all accounts with SA Funds. The Funds expect
to value accounts on the second Friday in November of each year.
Accounts opened after

28 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 31

September 30 will not be subject to the fee for that year. The fee is
payable to the Funds and is designed to offset in part the relatively
higher costs of servicing smaller accounts. The Funds reserve the
right to waive the fee.

(2) Other expenses are based on estimates for the current fiscal year and
include an administration fee paid to the adviser and all other
ordinary operating expenses not listed above.

(3)The adviser has contractually agreed to waive its management fees
and/or to reimburse expenses to the extent necessary to limit each
Fund's total annual operating expenses to the amounts shown in the
above table. This agreement will remain in effect until August 15,
2002, at which time this agreement may be continued, modified or
eliminated and the net expense will be adjusted as necessary. The
adviser may elect to recapture any amounts waived or reimbursed subject
to the following conditions: (1) the adviser must request reimbursement
within three years from the year in which the waiver/ reimbursement is
made, (2) the Board of Trustees must approve the reimbursement and (3)
the Fund must be able to make the reimbursement and still stay within
the operating expense limitation.

EXAMPLE

------------------------------------------------------------------------------

This example is intended to help you compare the cost of investing in the
Funds to the cost of investing in other mutual funds. The example assumes
that you invest $10,000 in the Fund for the time periods indicated and
then sell all of your shares at the end of those periods. The example also
assumes that your investment has a 5% return each year, that the Fund's
operating expenses remain the same and that all dividends and
distributions are reinvested. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

<TABLE>
<S> <C> <C> <C> <C>
U.S. Large Cap Growth
Strategy Fund(1) 1 year $136 3 years $424
U.S. Large Cap Value
Strategy Fund(1) 1 year $136 3 years $424
</TABLE>

(1)The example is based on net expenses after reduction for fee waivers or
reimbursements.

CALL TOLL-FREE 1.800.366.7266 Prospectus 29
<PAGE> 32

MANAGEMENT

ADVISER

Assante Asset Management Inc. (formerly RWB Advisory Services, Inc.), 1190
Saratoga Avenue, San Jose, California 95129, is the Funds' investment adviser
and serves as manager of managers for the Funds. Founded in 1975, the adviser
provides investment advisory services to individuals, pension and profit sharing
plans, trusts, estates, charitable organizations and other business entities. As
of September 30, 2000, the adviser had $1.4 billion in assets under management.

The adviser, in its capacity as investment adviser, handles the business affairs
of the Funds and is responsible for the investment performance of the Funds
since it allocates each Fund's assets to one or more sub-advisers. The adviser
has applied to the Securities and Exchange Commission for exemptive relief in
order to permit the Board of Trustees of the Trust to hire and terminate
sub-advisers recommended by the adviser.

In managing the Funds, the adviser focuses on three principles: portfolio
structure, the use of specialist managers and continuous portfolio management.
The adviser seeks to reduce risk by creating a portfolio that is diversified
within each asset class. The adviser then oversees a network of specialist
managers who invest the assets of these Funds in distinct segments of the market
or class represented by each Fund. These specialist managers adhere to distinct
investment disciplines, with the goal of providing greater consistency and
predictability of results, as well as broader diversification across and within
asset classes. Finally, the adviser regularly monitors and evaluates the
managers for these Funds to ensure that they do not deviate from their stated
investment philosophy or process.

In its capacity as administrator, the adviser provides administrative services
to the Funds.

30 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 33

SUB-ADVISERS

FIXED INCOME FUND, U.S. MARKET FUND, U.S. HBTM FUND, U.S. SMALL COMPANY FUND,
INTERNATIONAL HBTM FUND AND INTERNATIONAL SMALL COMPANY FUND

DIMENSIONAL FUND ADVISORS INC. ("DFA"), 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401, serves as investment sub-adviser to the Funds. Since
its organization in May 1981, DFA has provided investment management services to
institutional investors and to other mutual funds. DFA presently serves as the
investment adviser to four other investment companies--The DFA Investment Trust
Company, DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc.
and Dimensional Emerging Markets Value Fund Inc. As of September 30, 2000, DFA
managed over $35 billion in assets, including over $17 billion in mutual fund
assets.

DFA also serves as investment adviser to the Master Fund into which the
International Small Company Fund invests and the Underlying Funds into which the
Master Fund invests.

U.S. LARGE CAP GROWTH STRATEGY FUND

ENHANCED INVESTMENT TECHNOLOGIES, INC. ("INTECH"), 2401 PGA Blvd., Suite 200,
Palm Beach Gardens, Florida 33410, serves as a sub-adviser to the Fund. Founded
in 1987, INTECH is a wholly owned subsidiary of The Prudential Insurance Company
organized under the laws of the State of New Jersey. INTECH is a registered
investment adviser that managed approximately $6 billion in assets as of
September 30, 2000 for endowments, charitable foundations, corporations,
insurance companies and tax-exempt funds such as pension and profit-sharing
plans.

ROXBURY CAPITAL MANAGEMENT, LLC ("Roxbury"), 100 Wilshire Boulevard, Suite 600,
Santa Monica, California 90401, serves as a sub-adviser to the Fund. Roxbury's
predecessor was founded in 1986. Roxbury is a Delaware limited liability
company. Roxbury is a registered investment adviser that managed approximately
$14 billion in assets as of September 30, 2000 for individuals, endowments,
trusts and estates, charitable foundations, partnerships,

CALL TOLL-FREE 1.800.366.7266 Prospectus 31
<PAGE> 34

corporations, insurance companies, mutual funds and tax-exempt funds such as
pension and profit-sharing plans.

U.S. LARGE CAP VALUE STRATEGY FUND

MARTINGALE ASSET MANAGEMENT, L.P. ("Martingale"), 222 Berkeley Street, Boston,
Massachusetts 02116, serves as a sub-adviser to the Fund. Founded in 1987,
Martingale is a Delaware limited partnership. Martingale is a registered
investment adviser that managed approximately $1.4 billion in assets as of
September 30, 2000 for individuals, endowments, trusts and estates, charitable
foundations, partnerships, corporations, insurance companies, mutual funds and
tax-exempt funds such as pension and profit-sharing plans.

ALLIANCE CAPITAL MANAGEMENT L.P. ("Alliance"), through its Bernstein Investment
Research and Management unit ("Bernstein"), serves as a sub-adviser to the Fund.
As of June 30, 2000, Alliance's assets under management totaled approximately
$388 billion. Alliance manages assets for many of the largest U.S. public and
private employee benefit plans, foundations, public employee retirement funds,
pension funds, endowments, banks, insurance companies and high net worth
individuals worldwide. Alliance is also one of the largest mutual fund sponsors,
with a diverse family of globally distributed mutual fund portfolios. Bernstein
is located at 767 Fifth Avenue, New York, NY 10153 and Alliance is located at
1345 Avenue of the Americas, New York, NY 10105.

PORTFOLIO MANAGERS

FIXED INCOME FUND, U.S. MARKET FUND, U.S. HBTM FUND, U.S. SMALL COMPANY FUND,
INTERNATIONAL HBTM FUND AND INTERNATIONAL SMALL COMPANY FUND

DIMENSIONAL FUND ADVISORS INC.

A committee of investment professionals manages the assets of each Fund.

U.S. LARGE CAP GROWTH STRATEGY FUND

ENHANCED INVESTMENT TECHNOLOGIES, INC.

A team of investment professionals manages a portion of the assets of the Fund.

32 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 35

ROXBURY CAPITAL MANAGEMENT, LLC

A committee of investment professionals manages a portion of the assets of the
Fund.

U.S. LARGE CAP VALUE STRATEGY FUND

MARTINGALE ASSET MANAGEMENT, L.P.

A committee of investment professionals manages a portion of the assets of the
Fund.

ALLIANCE CAPITAL MANAGEMENT L.P.

A committee of investment professionals manages a portion of the assets of the
Fund.

MANAGEMENT FEES

The following chart shows the aggregate annual investment management fees that
each Fund will pay to the adviser. The adviser is responsible for paying the
investment management fees to each sub-adviser. Fees are stated before any
waiver. Please refer to the Fees and Expenses Table in the Risk/Return Summary
section of this Prospectus for more information about fee waivers.

INVESTMENT MANAGEMENT FEE
(EXPRESSED AS PERCENTAGE OF AVERAGE DAILY NET ASSETS)

------------------------------------------------------------------------------

<TABLE>
<S> <C>
Fixed Income Fund 1.04%
U.S. Market Fund .90%
U.S. HBtM Fund 1.12%
U.S. Small Company Fund 1.23%
International HBtM Fund 1.23%
International Small Company Fund .85%
U.S. Large Cap Growth Strategy Fund 1.32%
U.S. Large Cap Value Strategy Fund 1.32%
</TABLE>

CALL TOLL-FREE 1.800.366.7266 Prospectus 33
<PAGE> 36

YOUR ACCOUNT

This section describes how to do business with SA Funds and the services that
are available to shareholders.

HOW TO REACH SA FUNDS

<TABLE>
<S> <C>
By telephone: (800) 366-7266
Call for account information 8:00 a.m. to 5:00
p.m. Pacific time Monday through Friday.
By mail: 1190 Saratoga Avenue
Suite 200
San Jose, California 95129
</TABLE>

PURCHASING SHARES

Only clients of investment advisers are eligible to purchase shares of the
Funds.

If you are making an initial investment, you must complete and submit a fully
executed account application and funds for the purchase in the form of a check,
electronic transfer or wire transfer.

You or your financial representative should notify the adviser of any proposed
investment.

If you purchase shares through an omnibus account maintained by a securities
firm or through another financial intermediary, the firm may charge you an
additional fee, which will reduce your investment accordingly.

MINIMUM INVESTMENTS

The minimum initial investment is $100,000, unless waived by SA Funds.

There is no minimum for additional investments.

TIMING OF REQUESTS

All requests received by SA Funds' transfer agent, or other authorized
intermediary, before 4:00 p.m. Eastern time will be executed at that day's net
asset value per share ("NAV"). Orders received after 4:00 p.m. Eastern time will

34 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 37

be executed at the following day's NAV. Authorized intermediaries acting on a
purchaser's behalf are responsible for transmitting orders by the deadline.

SELLING SHARES

You or your financial representative may sell shares at any time by furnishing a
redemption request to the adviser in proper form. In proper form means that all
required documents are completed, signed and received.

INCOMPLETE SELL REQUESTS

SA Funds will attempt to notify you or your financial representative promptly if
any information necessary to process your request is missing. Once the
information is obtained, you will received the next determined NAV.

TIMING OF REQUESTS

All requests received (in the form required by the adviser) by SA Funds, or
authorized intermediary, before 4:00 p.m. Eastern time will be executed the same
day, at that day's NAV. Requests received after 4:00 p.m. Eastern time will be
executed the following day, at that day's NAV.

WIRE TRANSACTIONS

A fee of $10 will be deducted from all proceeds sent by wire, and your bank may
charge an additional fee to receive wired funds.

SELLING SHARES RECENTLY PURCHASED

If you sell shares before the check or electronic funds transfer (ACH) for those
shares has been collected, you will not receive the proceeds until your initial
payment has cleared. This may take up to 15 days after your purchase was
recorded (in rare cases, longer). If you open an account with shares purchased
by wire, you cannot sell those shares until your application has been processed.

ACCOUNTS WITH LOW BALANCES

If the value of your total account with SA Funds falls below $10,000 as a result
of selling or exchanging shares, SA Funds may send you a notice asking you to
bring the account back up to $10,000 or to close it out. If you do not take

CALL TOLL-FREE 1.800.366.7266 Prospectus 35
<PAGE> 38

action within 60 days, SA Funds may sell your shares and mail the proceeds to
you at the address of record.

EXCHANGES

There is no fee to exchange shares among SA Funds. The exchange privilege is not
intended as a way to speculate on short-term movements in the markets.

You may acquire shares of the Funds by exchanging shares of the SSgA Money
Market Fund and may exchange your shares of the Funds for shares of the SSgA
Money Market Fund, if such shares are offered in your state of residence. The
SSgA Money Market Fund is a portfolio of the SSgA Funds. The SSgA Funds are an
open-end management investment company with multiple portfolios advised by State
Street Bank and Trust Company, 225 Franklin Street, Boston Massachusetts 02110,
and are not affiliated with SA Funds or SA Funds' distributor. Prior to making
such an exchange, you should carefully read the prospectus for the SSgA Money
Market Fund. You can obtain a copy of the prospectus through your financial
representative or by calling the adviser at (800) 366-7266. The exchange
privilege is not an offering or recommendation on the part of the SA Funds or
the distributor of an investment in the SSgA Money Market Fund.

The SSgA Money Market Fund's fundamental investment objective is to maximize
current income, to the extent consistent with the preservation of capital and
liquidity and the maintenance of a stable $1.00 per share net asset value, by
investing in dollar denominated securities with remaining maturities of one year
or less.

An investment in the SSgA Money Market Fund is neither insured nor guaranteed by
the U.S. Government or by State Street Bank and Trust Company. There is no
assurance that the SSgA Money Market Fund will maintain a stable net asset value
of $1.00 per share.

ADDITIONAL POLICIES FOR PURCHASES, SALES AND EXCHANGES

- SA Funds reserves the right to reject any purchase order.

- At any time, SA Funds may change any of its purchase, redemption or
exchange procedures, and may suspend sale of its shares.

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- SA Funds may delay sending your redemption proceeds for up to seven days,
or longer if permitted by the Securities and Exchange Commission.

- In the interest of economy, SA Funds does not issue share certificates.

- SA Funds reserves the right to make payment for redeemed shares wholly or
in part by giving the redeeming shareholder portfolio securities. The
shareholder may pay transaction costs to dispose of these securities.

- SA Funds may authorize certain financial intermediaries to accept
purchase, redemption and exchange orders from their customers on behalf of
the SA Funds. Other intermediaries may also be designated to accept such
orders, if approved by SA Funds. Authorized intermediaries are responsible
for transmitting orders on a timely basis. A Fund will be deemed to have
received an order when the order is accepted in proper form by the
authorized intermediary, and the order will be priced at the Fund's NAV
next determined.

INDIVIDUAL RETIREMENT ACCOUNTS

You also may acquire shares of a Fund by contributing to an individual
retirement account ("IRA") made available by that Fund, if you qualify for
ownership of an IRA. IRAs made available by the Funds may be subject to an
annual fee. You can obtain more information regarding IRAs offered by the Funds
through your financial representative or by calling the Adviser at (800)
366-7266.

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PRICING OF FUND SHARES

Each Fund's NAV is calculated on each day the New York Stock Exchange is open.
NAV is the value of a single share of a Fund. NAV is calculated by (1) taking
the current market value of a Fund's total assets, (2) subtracting the
liabilities and expenses and (3) dividing that amount by the total number of
shares owned by shareholders.

The Funds calculate NAV as of the close of regular business on the New York
Stock Exchange, normally 4:00 p.m. Eastern time. If the New York Stock Exchange
closes early, the Funds accelerate calculation of NAV transaction deadlines to
that time.

Market or fair values of the Funds' portfolio securities are determined as
follows:

- Equity securities listed on an exchange for which market quotations are
readily available: according to the last quoted sale price of the day (on
the exchange where the security is primarily traded).

- In the absence of recorded sales for listed equity securities: according
to the mean between the most recent quoted bid and asked prices.

- Unlisted equity securities for which market quotations are readily
available: mean between the most recent quoted bid and asked prices.

- Bond and other fixed income securities: based on prices provided by an
independent pricing service.

- Shares of an investment company: at the investment company's net asset
value.

- All other securities: at fair value as determined in good faith in
accordance with policies set by the Board of Trustees of SA Funds.

Trading in foreign securities may be completed at times that vary from the
closing of the New York Stock Exchange. The Funds value foreign securities at
the latest closing price on the exchange on which they are traded immediately
prior to the closing of the New York Stock Exchange. Certain foreign currency
exchange rates may also be determined at the latest rate prior to the closing of
the New York Stock Exchange. Foreign securities quoted in foreign currencies are
translated into U.S. dollars at current rates. Occasionally, events that affect
these values and exchange rates may occur between the times at which they are

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determined and the closing of the New York Stock Exchange. If such events
materially affect the value of portfolio securities, these securities may be
valued at their fair value as determined in good faith in accordance with
policies set by the Board of Trustees.

Foreign securities may trade in their primary markets on weekends or other days
when the Fund does not price its shares. Therefore, the value of the portfolio
of a Fund holding foreign securities may change on days when shareholders will
not be able to buy or sell their shares.

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DISTRIBUTIONS

As a shareholder, you are entitled to your share of a Fund's net income and
gains on its investments. Each Fund passes substantially all of its earnings
along to its shareholders as distributions. When a Fund earns dividends from
stocks and interest from debt securities and distributes these earnings to
shareholders, it is called a dividend distribution. A Fund realizes capital
gains when it sells securities for a higher price than it paid. When these gains
are distributed to shareholders, it is called a capital gain distribution.
Dividend distributions may be made several times a year, while capital gain
distributions are generally made on an annual basis.

The Fixed Income Fund pays dividends, if any, quarterly.

The U.S. Market Fund, U.S. HBtM Fund, U.S. Small Company Fund, International
HBtM Fund, International Small Company Fund, U.S. Large Cap Growth Strategy Fund
and U.S. Large Cap Value Strategy Fund pay dividends, if any, annually.

Each Fund distributes capital gains, if any, at least annually.

You will receive distributions from a Fund in additional shares of that Fund
unless you elect to receive your distributions in cash. If you wish to receive
distributions in cash, you may either indicate your request on your account
application or you or your financial representative may notify the adviser by
calling (800) 366-7266.

Your investment in a Fund will have tax consequences that you should consider.
Some of the more common federal tax consequences are described here, but you
should consult your tax adviser about your own particular situation.

TAXES ON DISTRIBUTIONS

You will generally have to pay federal income tax on all Fund distributions.
Your distributions will be taxed in the same manner whether you receive the
distributions in cash or in additional shares of the Fund. Distributions that
are derived from net long-term capital gains generally will be taxed as
long-term capital gains. Dividend distributions and short-term capital gains
generally will be taxed as ordinary income. The tax you pay on a given capital
gain

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distribution generally depends on how long the Fund held the portfolio
securities it sold. It does not depend on how long you held your Fund shares.

The Fixed Income Fund expects that its distributions will consist primarily of
ordinary income. The Equity Funds expect that their distributions will consist
primarily of capital gains.

You generally are required to report all Fund distributions on your federal
income tax return. Each year SA Funds will send you information detailing the
amount of ordinary income and capital gains paid to you for the previous year.

TAXES ON SALES OR EXCHANGES

If you sell your shares of a Fund or exchange them for shares of another Fund,
you generally will be subject to tax on any taxable gain. Your taxable gain is
computed by subtracting your tax basis in the shares from the redemption
proceeds (in the case of a sale) or the value of the shares received (in the
case of an exchange). Because your tax basis depends on the original purchase
price and on the price at which any dividends may have been reinvested, you
should be sure to keep your account statements so that you or your tax preparer
will be able to determine whether a sale or exchange will result in a taxable
gain.

OTHER CONSIDERATIONS

If you buy shares in a Fund just before the Fund makes any distribution, you
will receive some of the purchase price back in the form of a taxable
distribution.

By law, SA Funds must withhold a portion of your proceeds to pay federal income
taxes if you have not provided complete, correct taxpayer information.

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MORE ABOUT SA FUNDS

FIXED INCOME FUND

The Fund's principal strategies and risks are summarized above in the section
entitled SA Fixed Income Fund. Below is further information about the Fund's
principal investments and strategies and their associated risks. The Fund may
also use strategies and invest in securities as described in the Statement of
Additional Information. The Fund's objective may be changed without shareholder
approval.

SHORT-TERM TRADING. The Fund may engage in short-term trading, which could
produce higher trading costs and taxable distributions. Frequent trading also
increases transaction costs, which could detract from the Fund's performance.

SECURITIES LENDING. The Fund may seek additional income by lending portfolio
securities to qualified institutions. By reinvesting any cash collateral it
receives in these transactions, the Fund could realize additional income gains
or losses. If the borrower fails to return the securities or the invested
collateral has declined in value, the Fund could lose money.

MATURITY RISK PREMIUMS. The sub-adviser will manage the fund with a view toward
capturing maturity risk premiums. The term "maturity risk premium" means the
anticipated incremental return on investment for holding securities with
maturities of longer than one month compared to securities with a maturity of
one month. This means that although the Fund will primarily invest in foreign
obligations, the Fund will invest in U.S. obligations when the sub-adviser
believes that foreign securities do not offer maturity risk premiums that
compare favorably with those offered by U.S. securities.

DEFENSIVE INVESTING. The Fund does not take temporary defensive positions in
anticipation of negative investment conditions. When a fund engages in defensive
investing, it may not achieve its investment objective.

DERIVATIVES. The Fund may use futures, options and forward currency exchange
contracts, which are forms of derivatives. Derivatives are financial contracts
the value of which is based on a security, a currency exchange rate or a market
index. Derivatives can be used for hedging (attempting to reduce risk by

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offsetting one investment position with another) or speculation (taking a
position in the hope of increasing return). The Fund will not use derivatives
for speculative purposes. The main risk with derivatives is that some types can
amplify a gain or loss, potentially earning or losing substantially more money
than the actual cost of the derivative. With some derivatives, there is also the
risk that the counterparty may fail to honor its contract terms, causing a loss
for the Fund.

The Fund may, but is not required to, use forward currency exchange contracts to
hedge foreign currency risks. A forward currency exchange contract is an
obligation to exchange one currency for another on a future date at a specified
exchange rate. These contracts are privately negotiated transactions and can
have substantial price volatility. When used for hedging purposes, they tend to
limit any potential gain that may be realized if the value of the Fund's foreign
holdings increases because of currency fluctuations.

The Fund may, but is not required to, use futures contracts and options on
futures contracts, but only for the purpose of remaining fully invested and to
maintain liquidity to pay redemptions. A futures contract obligates the holder
to buy or sell an asset in the future at an agreed upon price. When the Fund
purchases an option on a futures contract, it has the right to assume a position
as a purchaser or seller of a futures contract at a specified price during the
option period. When the Fund sells an option on a futures contract, it becomes
obligated to purchase or sell a futures contract if the option is exercised.
Futures contracts and options present the following risks: imperfect correlation
between the change in market value of the Fund's portfolio securities and the
price of futures contracts and options; the possible inability to close a
futures contract when desired; losses due to unanticipated market movements,
which are potentially unlimited; and the possible inability of the investment
management team to correctly predict the direction of securities prices,
interest rates, currency exchange rates and other economic factors.

DESCRIPTION OF INVESTMENTS

- U.S. GOVERNMENT OBLIGATIONS--Debt securities issued by the U.S. Treasury
which are direct obligations of the U.S. Government, including bills,
notes and bonds.

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- U.S. GOVERNMENT AGENCY OBLIGATIONS--Issued or guaranteed by U.S.
Government-sponsored instrumentalities and federal agencies, including the
Federal National Mortgage Association, Federal Home Loan Bank and the
Federal Housing Administration.

- CORPORATE DEBT OBLIGATIONS--Nonconvertible corporate debt securities
(e.g., bonds and debentures) which are issued by companies whose
commercial paper is rated Prime 1 by Moody's Investors Service, Inc.
("Moody's") or A1 by Standard & Poor's Rating Services ("S&P") and
dollar-denominated obligations of foreign issuers issued in the U.S. If
the issuer's commercial paper is unrated, then the debt security would
have to be rated at least AA by S&P or Aa2 by Moody's. If there is neither
a commercial paper rating nor a rating of the debt security, then the sub-
adviser must determine that the debt security is of comparable quality to
equivalent issues of the same issuer rated at least AA or Aa2.

- BANK OBLIGATIONS--Obligations of U.S. banks and savings and loan
associations and dollar-denominated obligations of U.S. subsidiaries and
branches of foreign banks, such as certificates of deposit (including
marketable variable rate certificates of deposit) and bankers'
acceptances. Bank certificates of deposit will only be acquired from banks
having assets in excess of $1,000,000,000.

- COMMERCIAL PAPER--Rated, at the time of purchase, A1 or better by S&P or
Prime 1 by Moody's, or, if not rated, issued by a corporation having an
outstanding unsecured debt issue rated AAA by Moody's or AAA by S&P, and
having a maximum maturity of nine months.

- REPURCHASE AGREEMENTS--Instruments through which the Fund purchases
securities ("underlying securities") from a bank, or a registered U.S.
government securities dealer, with an agreement by the seller to
repurchase the security at an agreed price, plus interest at a specified
rate. The underlying securities will be limited to U.S. Government and
agency obligations described above. No Fund will enter into a repurchase
agreement with a duration of more than seven days if, as a result, more
than 15% of the value of the Fund's total assets would be so invested. The
Funds will also only invest in repurchase agreements with a bank if the
bank has at least $1,000,000,000 in assets.

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- FOREIGN GOVERNMENT AND AGENCY OBLIGATIONS--Bills, notes, bonds and other
debt securities issued or guaranteed by foreign governments, or their
agencies and instrumentalities.

- SUPRANATIONAL ORGANIZATION OBLIGATIONS--Debt securities of supranational
organizations such as the World Bank, which are chartered to promote
economic development.

- FOREIGN ISSUER OBLIGATIONS--Debt securities of non-U.S. issuers rated AA
or better by S&P or Aa2 or better by Moody's.

- EURODOLLAR OBLIGATIONS--Debt securities of domestic or foreign issuers
denominated in U.S. dollars but not trading in the United States.

The Fund's investments may include both fixed and floating rate securities.
Floating rate securities bear interest at rates that vary with prevailing market
rates. Interest rate adjustments are made periodically (e.g., every six months),
usually based on a money market index such as the London Interbank Offered Rate
(LIBOR) or the Treasury bill rate.

EQUITY FUNDS

The Funds' principal strategies and risks are summarized above in the section
entitled SA Equity Funds. Below is further information about each Fund's
principal investments and strategies and their associated risks. The Funds may
also use strategies and invest in securities as described in the Statement of
Additional Information. Each Fund's objective may be changed without shareholder
approval.

PORTFOLIO CONSTRUCTION

U.S. MARKET FUND. The U.S. Market Fund is approximately market capitalization
weighted. A company's stock may not be purchased if (i) in the sub-adviser's
judgment, the issuer is in extreme financial difficulty, (ii) the issuer is
involved in a merger or consolidation or is the subject of an acquisition or
(iii) a significant portion of the issuer's securities are closely held.
Further, securities of real estate investment trusts will not be acquired
(except as part of a merger, consolidation or acquisition of assets).

U.S. HBtM FUND. The U.S. HBtM Fund is approximately market capitalization
weighted. On not less that a semi-annual basis, the sub-adviser will

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calculate the book to market ratio necessary to determine those companies whose
stock may be eligible for investment by the Fund.

INTERNATIONAL HBtM FUND. As of September 30, 2000, the International HBtM Fund
intends to invest in companies having at least $800 million of market
capitalization, and the Fund will be approximately market capitalization
weighted. The sub-adviser may reset such floor from time to time to reflect
changing market conditions. In determining market capitalization weights, the
sub-adviser, using its best judgment, will seek to eliminate the effect of cross
holdings on the individual country weights. As a result, the weighting of
certain countries in the Fund may vary from their weighting in international
indices such as those published by The Financial Times, Morgan Stanley Capital
International or Salomon/Russell. The sub-adviser, however, will not attempt to
account for cross holding within the same country.

It is management's belief that the value stocks of large companies offer, over a
long term, a prudent opportunity for capital appreciation, but, at the same
time, selecting a limited number of such issues for inclusion in the Fund
involves greater risk than including a large number of them.

U.S. SMALL COMPANY FUND AND INTERNATIONAL SMALL COMPANY FUND. The U.S. Small
Company Fund and each Underlying Fund in which the Master Fund of the
International Small Company Fund invests (collectively the "Small Company
Funds") are approximately market capitalization weighted.

The decision to include or exclude the shares of an issuer is made on the basis
of such issuer's relative market capitalization determined by reference to other
companies located in the same country, except that with respect to the
Continental Series and the Pacific Rim Series, such determination shall be made
by reference to other companies located in all countries in which those
Underlying Funds invest. Company size is measured in terms of local currencies
in order to eliminate the effect of variations in currency exchange rates,
except that the Continental Series and the Pacific Rim Series each will measure
company size in terms of a common currency. Even though a company's stock may
meet the applicable market capitalization criterion of a particular Small
Company Fund, it may not be purchased if (i) in the sub-adviser's judgment, the
issuer is in extreme financial difficulty, (ii) the issuer is involved in a
merger

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or consolidation or is the subject of an acquisition, (iii) a significant
portion of the issuer's securities are closely held or (iv) in the sub-adviser's
judgment the issuer may be a "passive foreign investment company" (as defined in
the Internal Revenue Code). Further, none of the Small Company Funds will
acquire (except as part of a merger, consolidation or acquisition of assets) the
securities of real estate investment trusts.

If any Small Company Fund must sell securities in order to obtain funds to make
redemption payments, that Small Company Fund may repurchase such securities as
additional cash becomes available. In most instances, however, the sub-adviser
would anticipate selling securities that had appreciated sufficiently to be
eligible for sale and, therefore, would not need to repurchase such securities.

It is the Small Company Funds' belief that the stocks of small companies offer,
over a long term, a prudent opportunity for capital appreciation, but, at the
same time, selecting a limited number of such issues for investment involves
greater risk than investing in a large number of them.

On a periodic basis, the sub-adviser reviews the holdings of each Small Company
Fund and determines which, at the time of such review, are no longer considered
small U.S., Japanese, United Kingdom, European or Pacific Rim companies. The
present policy of the sub-adviser (except with respect to the U.S. Small Company
Fund) is to consider portfolio securities for sale when they have appreciated
sufficiently to rank, on a market capitalization basis, more than one full
decile higher than the company with the largest market capitalization that is
eligible for purchase by the particular Small Company Fund as determined
periodically by the sub-adviser. The sub-adviser may, from time to time, revise
that policy if, in the opinion of the sub-adviser, such revision is necessary to
maintain appropriate market capitalization weighting.

PORTFOLIO TRANSACTIONS. Portfolio investments of the U.S. Market Fund, U.S.
HBtM Fund, U.S. Small Company Fund, International HBtM Fund and the Underlying
Funds of the Master Fund of the International Small Company Fund, will generally
be made in eligible securities on a market capitalization weighted basis.
Securities in each Fund's portfolio will not be purchased or sold based on the
prospects for the economy, the securities markets or the individual issuers
whose shares are eligible for purchase. Securities in each Fund's portfolio

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which have depreciated in value since their acquisition will not be sold solely
because prospects for the issuer are not considered attractive or due to an
expected or realized decline in securities prices in general. Securities in each
Fund's portfolio will not be sold to realize short-term profits, but when
circumstances warrant, they may be sold without regard to the length of time
held. Securities in each Fund's portfolio, including those eligible for
purchase, may be disposed of, however, at any time when, in the sub-adviser's
judgment, circumstances, including but not limited to tender offers, mergers and
similar transactions, or bids made for block purchases at opportune prices,
warrant their sale. Generally, securities in each Fund's portfolio will be
purchased with the expectation that they will be held for longer than one year
and will be held until such time as they are no longer considered an appropriate
holding in light of the investment policy of the relevant Fund.

The U.S. HBtM Fund will make investments in most eligible securities on a market
capitalization weighted basis. This Fund may sell portfolio securities when the
issuer's market capitalization falls substantially below that of the issuer with
the minimum market capitalization that is then eligible for purchase by the
Fund. In addition, this Fund may sell portfolio securities when their book to
market ratio falls substantially below that of the security with the lowest such
ratio that is then eligible for purchase by the Fund.

DEVIATION FROM MARKET CAPITALIZATION WEIGHTING. The investment portfolios of
the U.S. Market Fund, U.S. HBtM Fund, U.S. Small Company Fund, International
HBtM Fund and the Underlying Funds of the Master Fund of the International Small
Company Fund are market capitalization weighted. Deviation from strict market
capitalization weighting may occur for several reasons. First, the sub-adviser
may exclude the stock of a company that meets each Fund's applicable market
capitalization criterion if the sub-adviser determines in its best judgment that
the purchase of such stock is inappropriate given other conditions. Deviation
also will occur because the sub-adviser intends to purchase in round lots only.
Furthermore, the sub-adviser may reduce the relative amount of any security held
from the level of strict adherence to market capitalization weighting, in order
to retain sufficient portfolio liquidity. A portion, but generally not in excess
of 20% of each Fund's assets, may be invested in interest-bearing obligations,
such as money market instruments,

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thereby causing further deviation from strict market capitalization weighting. A
further deviation may occur due to investments by each Fund in privately placed
convertible debentures. Finally, the tax management strategies undertaken by the
U.S. HBtM, U.S. Small Company and International HBtM Funds may cause deviation
from market capitalization weighting.

Block purchases of eligible securities may be made at opportune prices even
though such purchases exceed the number of shares which, at the time of
purchase, strict adherence to the policy of market capitalization weighting
would otherwise require. In addition, securities eligible for purchase by each
Fund or otherwise represented in the portfolio of each Fund may be acquired in
exchange for the issuance of shares. While such transactions might cause a
temporary deviation from market capitalization weighting, they would ordinarily
be made in anticipation of further growth of assets.

Changes in the composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase by each Fund take
place with every trade when the securities markets are open for trading due,
primarily, to price fluctuations of such securities. On at least a semi-annual
basis, the sub-adviser will determine those companies eligible for investment by
a Fund (other than the U.S. Market Fund). Additional investments generally will
not be made in securities which have changed in value sufficiently to be
excluded from the sub-adviser's then current market capitalization requirement
for eligible portfolio securities, but not by a sufficient amount to warrant
their sale.

SECURITIES LENDING. Each Fund may seek additional income by lending portfolio
securities to qualified institutions. By reinvesting any cash collateral it
receives in these transactions, the Fund could realize additional gains or
losses. If the borrower fails to return the securities or the invested
collateral has declined in value, the Fund could lose money.

FIXED INCOME SECURITIES. Each Fund may invest in fixed income securities. Risks
of these securities are:

- INTEREST RATE RISK: Increases in prevailing interest rates will cause
fixed income securities held by a Fund to decline in value. The magnitude
of the decline will be greater for longer-term fixed income securities
than for shorter-term fixed income securities.

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- CREDIT (DEFAULT) RISK: It is possible that some of the issuers will not
make payments on debt securities held by a Fund, or there could be
defaults on repurchase agreements held by a Fund. Or, an issuer may suffer
adverse changes in financial condition that could lower the credit quality
of a security, leading to greater volatility in the price of the security
and in shares of a Fund. A change in the quality rating of a bond can
affect the bond's liquidity and make it more difficult for the Fund to
sell. If any of these events were to occur, the Fund might suffer a loss.

CASH MANAGEMENT. Each Fund may invest up to 20% of its assets in short-term,
high quality, highly-liquid, fixed income obligations such as money market
instruments and short-term repurchase agreements pending investment or for
liquidity purposes.

MASTER-FEEDER STRUCTURE. Each Fund reserves the right to convert to a
"master-feeder" structure at a future date. Under such a structure, one or more
feeder funds invest all of their assets in a master fund, which, in turn,
invests directly in a portfolio of securities. A Fund will notify shareholders
prior to any such conversion. If required by applicable law, a Fund will seek
shareholder approval before converting to a master-feeder structure. If such
approval is not required, shareholders will be deemed, by purchasing shares, to
have consented to such conversion and no further shareholder approval will be
sought.

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INTERNATIONAL SMALL COMPANY FUND

UNDERLYING FUND-SPECIFIC POLICIES. The following are the investment policies of
each Underlying Fund in which the Master Fund invests.

JAPANESE SERIES

The Japanese Series invests in a broad and diverse group of readily marketable
stocks of Japanese small companies that are traded in the Japanese securities
markets. A Japanese small company generally means a company located in Japan,
with a market capitalization that is not larger than the largest of those in the
smaller one-half of companies whose securities are listed on the First Section
of the Tokyo Stock Exchange (which are generally expected to have market
capitalizations of less than $5,000,000). The Japanese Series will invest
primarily in securities traded on the Tokyo Stock Exchange or in other Japanese
securities markets. The Japanese Series intends to purchase a portion of the
stock of each eligible company on a market capitalization weighted basis. The
Japanese Series invests at least 80% of its total assets in equity securities of
Japanese small companies.

UNITED KINGDOM SERIES

The United Kingdom Series invests in a broad and diverse group of readily
marketable stocks of United Kingdom small companies that are traded principally
on the International Stock Exchange of the United Kingdom and the Republic of
Ireland ("ISE"). A United Kingdom small company typically means a company
organized in the United Kingdom, with shares listed on the ISE, whose market
capitalization is not larger than the largest of those in the smaller one-half
of companies included in the Financial Times-Actuaries All Share Index ("FTA").
Generally, the United Kingdom Series will not purchase shares of any company
whose market capitalization is less than $5,000,000. The United Kingdom Series
intends to purchase a portion of the stock of each eligible company on a market
capitalization weighted basis. The United Kingdom Series invests at least 80% of
its total assets in equity securities of United Kingdom small companies.

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CONTINENTAL SERIES

The Continental Series invests in a broad and diverse group of readily
marketable stocks of small companies organized in certain European countries,
whose shares are traded principally in securities markets located in those
countries. As of the date of this Prospectus, the Continental Series is
authorized to invest in Austria, Belgium, Denmark, Finland, France, Germany,
Ireland, Italy, Netherlands, Norway, Spain, Sweden and Switzerland. DFA
typically determines company size by comparing the market capitalizations of
companies in all countries in which the Continental Series invests. Small
companies are those whose market capitalizations are not greater than the
largest of those in the smallest 20% of companies listed in the FTA. The
Continental Series will not purchase shares of any company whose market
capitalization is less than $5,000,000. The Continental Series intends to
purchase a portion of the stock of each eligible company on a market
capitalization weighted basis. The Continental Series invests at least 80% of
its total assets in equity securities of European small companies.

PACIFIC RIM SERIES

The Pacific Rim Series invests in a broad and diverse group of readily
marketable stocks of small companies located in Australia, New Zealand and Asian
countries, including stocks of companies in Hong Kong and Singapore, whose
shares are traded principally in securities markets located in those countries.
Small companies are those whose market capitalizations are not greater than the
largest of those in the smallest 30% of companies listed in the FTA as combined
for the countries in which the Pacific Rim Series invests. The Pacific Rim
Series typically will not purchase shares of any company whose market
capitalization is less than $5,000,000. The Pacific Rim Series intends to
purchase a portion of the stock of each eligible company on a market
capitalization weighted basis. The Pacific Rim Series invests at least 80% of
its total assets in equity securities of small companies located in countries in
the Pacific Rim.

MASTER-FEEDER STRUCTURE. The aggregate amount of expenses for the Fund and its
Master Fund may be greater than it would be if the Fund were to invest directly
in the Underlying Funds or the securities held by the Underlying Funds. However,
the total expense ratio for the Fund is expected to be less over time

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than it would be if the Fund were to invest directly in either the Underlying
Funds or the securities held by the Underlying Funds. This arrangement enables
various institutional investors, including the Fund, to pool their assets, which
may be expected to result in economies by spreading certain fixed costs over a
larger asset base. Through the daily calculation of the Master Fund's NAV, the
value of the investment in the Master Fund held by each shareholder in the
Master Fund, including the Fund, will be adjusted to reflect each such
shareholder's proportionate share of the expenses of the Master Fund, which
expenses will include the Master Fund's share of the indirect operating expenses
of the Underlying Funds.

The shares of the Master Fund and the Underlying Funds are offered to
institutional investors for the purpose of increasing the assets available for
investment, to reduce expenses as a percentage of total assets and to achieve
other economies that might be available at higher asset levels. Investment in
the Master Fund and the Underlying Funds by other institutional investors offers
potential benefits to the Master Fund and the Underlying Funds, and through its
investment in the Master Fund, the Fund also. However, such economies and
expense reductions might not be achieved, and additional investment
opportunities, such as increased diversification, might not be available if
other institutions do not invest in the Master Fund or the Underlying Funds.
Also, if an institutional investor were to redeem its interest in the Master
Fund or the Underlying Funds, the remaining investors in the Master Fund or the
Underlying Fund, as the case may be, could experience higher pro rata operating
expenses, thereby producing lower returns, and the Master Fund's or Underlying
Fund's security holdings may become less diverse, resulting in increased risk.

Institutional investors that have a greater pro rata ownership interest in the
Master Fund than the Fund does could have effective voting control over the
operation of the Master Fund.

Other institutional investors, including other mutual funds, may invest in the
Master Fund and each Underlying Fund, and the expenses of such other funds and,
correspondingly, their returns may differ from those of the Fund. For
information about the availability of investing in the Master Fund or any of the
Underlying Funds other than through the Fund, please contact DFA Investment

CALL TOLL-FREE 1.800.366.7266 Prospectus 53
<PAGE> 56

Dimensions Group Inc. and The DFA Investment Trust Company at 1299 Ocean Avenue,
11th Floor, Santa Monica, California 90401, (310) 395-8005.

A withdrawal by the Fund of its investment in the Master Fund could result in a
distribution in kind of portfolio securities (as opposed to a cash distribution)
to the Fund. Should such a distribution occur, the Fund could incur brokerage
fees or other transaction costs in converting such securities to cash in order
to pay redemptions. In addition, a distribution in kind to the Fund could result
in a less diversified portfolio of investments and could affect adversely the
liquidity of the Fund. Moreover, a distribution in kind by the Master Fund may
constitute a taxable exchange for federal income tax purposes, resulting in gain
or loss to the Fund. Any net capital gains so realized will be distributed to
the Fund's shareholders as described in the section entitled Distributions.

54 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 57

U.S. LARGE CAP GROWTH STRATEGY FUND AND

U.S. LARGE CAP VALUE STRATEGY FUND

EQUITY SECURITIES. The Funds may invest in all types of equity securities.
These include common and preferred stocks publicly traded in the United States
or in foreign countries, warrants, convertible securities, foreign government
authorized pooled investment vehicles, shares of other investment companies and
depositary receipts.

BORROWING AND REVERSE REPURCHASE AGREEMENTS. The Funds can borrow money from
banks and enter into reverse repurchase agreements with banks and other
financial institutions. Reverse repurchase agreements involve the sale of
securities held by a Fund subject to a Fund's agreement to repurchase them at a
mutually agreed upon date and price (including interest).

INVESTMENT STRATEGY. Each Fund may borrow money up to 33 1/3% of its
assets. This is a fundamental policy which can be changed only by
shareholders.

SPECIAL RISKS. Borrowings and reverse repurchase agreements by a Fund may
involve leveraging. If the securities held by the Fund decline in value
while these transactions are outstanding, the Fund's NAV will decline in
value by proportionately more than the decline in value of the securities.
In addition, reverse repurchase agreements involve the risks that the
interest income earned by the Fund (from the investment of the proceeds)
will be less than the interest expense of the transaction, that the market
value of the securities sold by the Fund will decline below the price the
Fund is obligated to pay to repurchase the securities, and that the
securities may not be returned to the Fund.

ILLIQUID SECURITIES. Illiquid securities include private placements or other
securities that are subject to legal or contractual restrictions on resale or
for which there is no readily available market.

INVESTMENT STRATEGY. Each Fund may invest up to 15% of its net assets in
securities that are illiquid.

SPECIAL RISKS. To the extent that a Fund invests in illiquid securities,
the Fund risks not being able to sell the securities at the time and the
price that

CALL TOLL-FREE 1.800.366.7266 Prospectus 55
<PAGE> 58

it would like. The Fund may have to lower the price, sell substitute
securities or forego an investment opportunity, each of which may cause a
loss to the Fund.

INVESTMENT COMPANIES. To the extent consistent with their respective investment
objectives and policies, the Funds may invest in securities issued by other
investment companies.

INVESTMENT STRATEGY. Investments by a Fund in other investment companies
will be subject to the limitations of the Investment Company Act of 1940.

SPECIAL RISKS. As a shareholder of another investment company, a Fund would
be subject to the same risks as any other investor in that investment
company. In addition, it would bear a proportionate share of any fees and
expenses paid by that investment company. These would be in addition to the
advisory and other fees paid directly by the Fund.

DEFENSIVE INVESTING. During unusual market conditions, each Fund may place up
to 100% of its total assets in cash or high quality, short-term debt securities,
such as commercial paper and obligations of domestic banks such as certificates
of deposit.

SPECIAL RISKS. To the extent that a Fund invests its assets in short-term
obligations, it may not achieve its investment goal.

SHORT TERM TRADING. The U.S. Large Cap Growth Strategy Fund may engage in
active and frequent trading to achieve its investment goal. The U.S. Large Cap
Value Strategy Fund will not engage in active and frequent trading.

SPECIAL RISKS. A high rate of portfolio turnover could increase transaction
costs and taxable distribution, which could detract from the Fund's
performance.

DERIVATIVE RISKS. "Derivative" instruments are financial contracts whose value
is based on an underlying security, a currency exchange rate, an interest rate
or a market index. Many types of instruments representing a wide range of
potential risks and rewards are derivatives, including futures contracts,
options on futures contracts, options and swaps.

56 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 59

INVESTMENT STRATEGY. The Funds may use derivative instruments. The Funds
may, but are not required to, use derivatives for hedging purposes
(attempting to reduce risk by offsetting one investment position with
another) or for the purpose of remaining fully invested or maintaining
liquidity.

SPECIAL RISKS. The use of derivative instruments exposes a Fund to
additional risks and transaction costs. Risks of derivative instruments
include: (1) the risk that interest rates, securities prices and currency
markets will not move in the direction that a portfolio manager anticipates;
(2) imperfect correlation between the price of derivative instruments and
movements in the prices of the securities, interest rates or currencies
being hedged; (3) the fact that skills needed to use these strategies are
different than those needed to select portfolio securities; (4) the possible
absence of a liquid secondary market for any particular instrument and
possible exchange-imposed price fluctuation limits, either of which may make
it difficult or impossible to close out a position when desired; (5) the
risk that adverse price movements in an instrument can result in a loss
substantially greater than a Fund's initial investment in that instrument
(in some cases, the potential loss is unlimited); (6) particularly in the
case of privately-negotiated instruments, the risk that the counterparty
will not perform its obligations, which could leave a Fund worse off than if
it had not entered into the position; and (7) the inability to close out
certain hedged positions to avoid adverse tax consequences.

SECURITIES LENDING. In order to generate additional income, each Fund may lend
securities on a short-term basis to qualified institutions. By reinvesting any
cash collateral it receives in these transactions, the relevant Fund could
realize additional income gains or losses.

INVESTMENT STRATEGY. Securities lending may represent no more than 25% of
the value of a Fund's total assets (including the loan collateral).

SPECIAL RISKS. The main risk when lending securities is that if the
borrower fails to return the securities or the invested collateral has
declined in value, the Fund could lose money.

CALL TOLL-FREE 1.800.366.7266 Prospectus 57
<PAGE> 60

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help shareholders understand each
Fund's financial performance for the past 5 years (or, if shorter, the period of
the Fund's operations.) Certain information reflects financial results for a
single Fund share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in a particular class of
the Fund (assuming reinvestment of all dividends and distributions). Because SA
U.S. Large Cap Growth Strategy Fund and SA U.S. Large Cap Value Strategy Fund
had not commenced operations on June 30, 2000, financial highlights are not
presented for those Funds. The information has been audited by
PricewaterhouseCoopers LLP, independent accountants, whose report, along with
the Fund's financial statements, is included in the annual report, and is
incorporated by reference into the Statement of Additional Information. You may
obtain the annual report without charge by calling (800) 366-7266.

58 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 61

<TABLE>
<CAPTION>
SA FIXED
INCOME FUND
----------------------
PERIOD PERIOD
ENDED ENDED
6/30/00* 6/30/00*
(S CLASS) (I CLASS)
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00
----------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income/(loss) 0.31 0.35
Net realized and unrealized gain (loss) on
securities 0.06 0.03
----------------------
Total from Investment Operations 0.37 0.38
----------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (0.32) (0.34)
Distributions from capital gains -- --
----------------------
Total Distributions (0.32) (0.34)
----------------------
Net Asset Value, End of Period $ 10.05 $ 10.04
======================
Total Return(1) 3.76% 3.90%
Net Assets, End of Period (000s) $11,095 $15,165
Ratio of Net Expenses to Average Net
Assets(2) 1.26% 1.00%
Ratio of Gross Expenses to Average Net
Assets(2)(3) 3.55% 3.08%
Ratio of Net Investment Income to Average Net
Assets(2) 4.13% 4.35%
Portfolio Turnover Rate(1) 20% 20%
Without giving effect to the voluntary
expense Limitations described in Note 2 of
the Financial Statements, net investment
income/(loss) per Share would have been (3) $ 0.14 $ 0.18
</TABLE>

* For the period from July 29, 1999 (commencement of operations) through June
30, 2000.
(1) Periods less than one year are not annualized.
(2) Annualized for periods less than one year.
(3) Gross expenses before waivers and reimbursement of expenses.

CALL TOLL-FREE 1.800.366.7266 Prospectus 59
<PAGE> 62

<TABLE>
<CAPTION>
SA INTERNATIONAL
HBtM FUND
----------------------
PERIOD
ENDED PERIOD
6/30/00* ENDED
(S 6/30/00*
CLASS) (I CLASS)
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00
----------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income/(loss) 0.10 0.11
Net realized and unrealized gain (loss) on
securities (0.09) (0.08)
----------------------
Total from Investment Operations 0.01 0.03
----------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (0.03) (0.04)
Distributions from capital gains -- --
----------------------
Total Distributions (0.03) (0.04)
----------------------
Net Asset Value, End of Period $ 9.98 $ 9.99
======================
Total Return(1) 0.15% 0.36%
Net Assets, End of Period (000s) $17,646 $21,192
Ratio of Net Expenses to Average Net
Assets(2) 1.79% 1.53%
Ratio of Gross Expenses to Average Net
Assets(2)(3) 3.92% 3.66%
Ratio of Net Investment Income to Average Net
Assets(2) 1.86% 2.22%
Portfolio Turnover Rate(1) 2% 2%
Without giving effect to the voluntary
expense Limitations described in Note 2 of
the Financial Statements, net investment
income/(loss) per Share would have been(3) $ (0.01) $ 0.00
</TABLE>

* For the period from August 5, 1999 (commencement of operations) through June
30, 2000.
(1) Periods less than one year are not annualized.
(2) Annualized for periods less than one year.
(3) Gross expenses before waivers and reimbursement of expenses.

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<PAGE> 63

<TABLE>
<CAPTION>
SA INTERNATIONAL
COMPANY FUND
----------------------
PERIOD PERIOD
ENDED ENDED
6/30/00* 6/30/00*
(S CLASS) (I CLASS)
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period $10.00 $10.00
----------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income/(loss) 0.15 0.17
Net realized and unrealized gain (loss) on
securities 0.47 0.47
----------------------
Total from Investment Operations 0.62 0.64
----------------------
LESS DISTRIBUTIONS:
Dividends from net investment income (0.21) (0.22)
Distributions from capital gains -- --
----------------------
Total Distributions (0.21) (0.22)
----------------------
Net Asset Value, End of Period $10.41 $10.42
======================
Total Return(1) 5.63% 5.84%
Net Assets, End of Period (000s) $5,072 $5,613
Ratio of Net Expenses to Average Net
Assets(2) 1.54% 1.28%
Ratio of Gross Expenses to Average Net
Assets(2)(3) 7.38% 7.08%
Ratio of Net Investment Income to Average Net
Assets(2) 0.45% 0.95%
Portfolio Turnover Rate(1) 25% 25%
Without giving effect to the voluntary
expense Limitations described in Note 2 of
the Financial Statements, net investment
income/(loss) per Share would have been(3) $(1.79) $(0.86)
</TABLE>

CALL TOLL-FREE 1.800.366.7266 Prospectus 61
<PAGE> 64

<TABLE>
<CAPTION>
SA U.S.
HBtM FUND
----------------------
PERIOD
ENDED PERIOD
6/30/00* ENDED
(S 6/30/00*
CLASS) (I CLASS)
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00
----------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income/(loss) 0.05 0.06
Net realized and unrealized gain (loss) on
securities (1.43) (1.44)
----------------------
Total from Investment Operations (1.38) (1.38)
----------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- --
Distributions from capital gains -- --
----------------------
Total Distributions 0.00 0.00
----------------------
Net Asset Value, End of Period $ 8.62 $ 8.62
======================
Total Return(1) (13.80)% (13.80)%
Net Assets, End of Period (000s) $ 6,405 $ 6,987
Ratio of Net Expenses to Average Net
Assets(2) 1.39% 1.13%
Ratio of Gross Expenses to Average Net
Assets(2)(3) 6.00% 5.67%
Ratio of Net Investment Income to Average Net
Assets(2) 1.30% 1.57%
Portfolio Turnover Rate(1) 3% 3%
Without giving effect to the voluntary
expense Limitations described in Note 2 of
the Financial Statements, net investment
income/(loss) per Share would have been(3) $ (0.14) $ (0.12)
</TABLE>

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<PAGE> 65

<TABLE>
<CAPTION>
SA U.S.
MARKET FUND
----------------------
PERIOD PERIOD
ENDED ENDED
6/30/00* 6/30/00*
(S CLASS) (I CLASS)
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period $ 10.00 $ 10.00
----------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income/(loss) 0.01 0.02
Net realized and unrealized gain (loss) on
securities 1.56 1.57
----------------------
Total from Investment Operations 1.57 1.59
----------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- --
Distributions from capital gains -- --
----------------------
Total Distributions 0.00 0.00
----------------------
Net Asset Value, End of Period $ 11.57 $ 11.59
======================
Total Return(1) 15.60% 15.90%
Net Assets, End of Period (000s) $15,646 $16,188
Ratio of Net Expenses to Average Net
Assets(2) 1.34% 1.08%
Ratio of Gross Expenses to Average Net
Assets(2)(3) 3.56% 3.33%
Ratio of Net Investment Income to Average Net
Assets(2) 0.16% 0.43%
Portfolio Turnover Rate(1) 1% 1%
Without giving effect to the voluntary
expense Limitations described in Note 2 of
the Financial Statements, net investment
income/(loss) per Share would have been(3) $ (0.10) $ (0.09)
</TABLE>

CALL TOLL-FREE 1.800.366.7266 Prospectus 63
<PAGE> 66

<TABLE>
<CAPTION>
SA U.S. SMALL
COMPANY FUND
----------------------
PERIOD PERIOD
ENDED ENDED
6/30/00* 6/30/00*
(S CLASS) (I CLASS)
--------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period $10.00 $10.00
----------------------
INCOME FROM INVESTMENT OPERATIONS:
Net investment income/(loss) (0.02) (0.01)
Net realized and unrealized gain (loss) on
securities 2.57 2.59
----------------------
Total from Investment Operations 2.55 2.58
----------------------
LESS DISTRIBUTIONS:
Dividends from net investment income -- --
Distributions from capital gains -- --
----------------------
Total Distributions 0.00 0.00
----------------------
Net Asset Value, End of Period $12.55 $12.58
======================
Total Return(1) 25.50% 25.80%
Net Assets, End of Period (000s) $6,711 $6,836
Ratio of Net Expenses to Average Net
Assets(2) 1.54% 1.28%
Ratio of Gross Expenses to Average Net
Assets(2)(3) 6.96% 6.62%
Ratio of Net Investment Income to Average Net
Assets(2) (0.45)% (0.18)%
Portfolio Turnover Rate(1) 4% 4%
Without giving effect to the voluntary
expense Limitations described in Note 2 of
the Financial Statements, net investment
income/(loss) per Share would have been(3) $(0.31) $(0.30)
</TABLE>

64 [SA Funds Logo] WWW.ASSANTE.COM/US

<PAGE> 67

FOR MORE INFORMATION

More information on SA Funds is available free upon request, including the
following:

ANNUAL AND SEMI-ANNUAL REPORTS

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI provides more details about the Funds and their policies. A current SAI
is on file with the Securities and Exchange Commission (SEC) and is incorporated
by reference (is legally considered part of this Prospectus).

TO OBTAIN INFORMATION:
BY TELEPHONE
Call 1-800-366-7266

BY MAIL
Write to:
SA Funds
1190 Saratoga Avenue
Suite 200
San Jose, California 95129

ON THE INTERNET

Text-only versions of Fund documents can be viewed online or downloaded from:

SEC
http://www.sec.gov

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, DC (phone 1-202-942-8090) or by sending your request and a
duplicating fee to the SEC's Public Reference Section, Washington, DC
20549-6009. You may also obtain information, after paying a duplicating fee,
by electronic request at: [email protected].

You may also find more information about the Funds on the Internet at
http://www.Assante.com/US

SA FUNDS -- INVESTMENT TRUST
SEC FILE NUMBER: 811-09195
<PAGE> 68
SA FUNDS
SA Fixed Income Fund
SA U.S. Market Fund
SA U.S. HBtM Fund
SA U.S. Small Company Fund
SA International HBtM Fund
SA International Small Company Fund
SA U.S. Large Cap Growth Strategy Fund
SA U.S. Large Cap Value Strategy Fund

STATEMENT OF ADDITIONAL INFORMATION

October 30, 2000

This Statement of Additional Information ("SAI") provides supplementary
information pertaining to all shares representing interests in each of the
no-load mutual funds listed above (the "Funds"). SA Funds - Investment Trust
(the "Trust") currently offers a selection of eight Funds, each of which is
described in this SAI. This SAI is not a prospectus, and should be read only in
conjunction with the Trust's Prospectus dated October 30, 2000. A copy of the
Prospectus may be obtained by calling (800) 366-7266.
<PAGE> 69
TABLE OF CONTENTS

PAGE
----
<S> <C>
History and General Information ........................................... 3
Description of the Funds and Their Investments and Risks .................. 3
Investment Strategies and Risks ..................................... 3
Tax Management Strategies of the U.S. HBtM Fund,
the U.S. Small Company Fund and the International HBtM Fund ......... 12
Fund Policies ....................................................... 13
Management of the Trust ................................................... 14
Trustees and Officers ............................................... 15
Compensation Table .................................................. 16
Control Persons and Principal Holders of Securities ....................... 17
Investment Advisory and Other Services .................................... 19
Investment Adviser and Sub-Advisers ................................. 19
Distributor ......................................................... 22
Shareholder Servicing Arrangements .................................. 22
Administration ...................................................... 22
Custodian ........................................................... 23
Transfer Agent and Dividend Disbursing Agent ........................ 23
Counsel ............................................................. 23
Independent Accountants ............................................. 23
Brokerage Allocations and Other Practices ................................. 23
Codes of Ethics ........................................................... 24
Information Concerning Shares ............................................. 24
Purchase, Redemption and Pricing of Shares ................................ 25
Purchase and Redemption Information ................................. 25
Taxes ..................................................................... 26
Tax Status of the Funds ............................................. 26
Taxation of Fund Distributions ...................................... 27
Disposition of Shares ............................................... 27
Information Relating to Foreign Investments ......................... 27
Information Relating to Fund Investments ............................ 28
Backup Withholding .................................................. 29
Other Taxation ...................................................... 30
Performance Information ................................................... 30
Financial Statements ...................................................... 32

</TABLE>

No person has been authorized to give any information or to make any
representations not contained in this SAI or in the Prospectus in connection
with the offering made by the Prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Funds. The Prospectus does not constitute an offering by the Funds in any
jurisdiction in which such offering may not lawfully be made.

2
<PAGE> 70
HISTORY AND GENERAL INFORMATION

The Trust was organized as a Delaware business trust on June 16, 1998
under the name RWB Funds - Investment Trust which was changed on June 7, 1999 to
SA Funds-Investment Trust.

The Trust is an open-end, management investment company. The Declaration
of Trust permits the Trust to offer separate portfolios ("Funds") of shares of
beneficial interest and different classes of shares of each Fund. The Trust
currently offers eight Funds, each of which is a diversified mutual fund.

The following Funds are described in this SAI:

SA Fixed Income Fund
SA U.S. Market Fund
SA U.S. HBtM Fund
SA U.S. Small Company Fund
SA International HBtM Fund
SA International Small Company Fund
SA U.S. Large Cap Growth Strategy Fund
SA U.S. Large Cap Value Strategy Fund

The investment adviser of each Fund is Assante Asset Management Inc.
(formerly RWB Advisory Services Inc.) ("AAM" or the "Adviser"). Dimensional Fund
Advisors Inc. ("DFA") serves as sub-adviser for the SA Fixed Income Fund, the SA
U.S. Market Fund, the SA U.S. HBtM Fund, the SA U.S. Small Company Fund, the SA
International HBtM Fund and the SA International Small Company Fund. Enhanced
Investment Technologies, Inc. and Roxbury Capital Management, LLC (each, a
"Sub-Adviser") each serve as a sub-adviser for the SA U.S. Large Cap Growth
Strategy Fund. Martingale Asset Management, L.P. and Alliance Capital Management
L.P. (each, a "Sub-Adviser") each serve as a sub-adviser for the SA U.S. Large
Cap Value Strategy Fund.

Assante Capital Management Inc. (formerly RWB Securities, Inc.) is the
distributor of shares of the Funds.

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS

INVESTMENT STRATEGIES AND RISKS

The following supplements the information contained in the Prospectus
concerning the investments and investment techniques of the Funds. Each Fund's
investment objective is a non-fundamental policy and may be changed without the
approval of the Fund's shareholders. There can be no assurance that a Fund will
achieve its objective.

AMERICAN DEPOSITARY RECEIPTS ("ADRs"). Each Fund may purchase ADRs which
are U.S. dollar-denominated receipts representing shares of foreign-based
corporations. ADRs are issued by U.S. banks or trust companies, and entitle the
holder to all dividends and capital gains that are paid out on the underlying
foreign shares.

BORROWING. The Funds are authorized to borrow money in amounts up to 5% of
the value of their total assets at the time of such borrowings for temporary
purposes, and are authorized to borrow money in excess of the 5% limit as
permitted by the Investment Company Act of 1940, as amended (the "1940 Act").
This borrowing may be unsecured. The 1940 Act requires the Funds to maintain
continuous asset coverage of 300% of the amount borrowed. If the 300% asset
coverage should decline as a result of market fluctuations or other reasons, the
Funds may be required to sell some of their portfolio holdings within three days
to reduce the debt and restore the 300% asset coverage, even though it may be
disadvantageous from an investment standpoint to sell securities at that time.
Borrowed funds are subject to interest costs that may or may not be offset by
amounts earned on the borrowed funds. A Fund may also be required to maintain
minimum average balances in connection with such borrowing or to pay a
commitment or other fees to maintain a line of credit; either of these
requirements would increase the cost

3
<PAGE> 71
of borrowing over the stated interest rate. Each Fund may, in connection with
permissible borrowings, transfer as collateral securities owned by the Funds.

CONVERTIBLE DEBENTURES. The International HBtM Fund and each investment
company in which the Master Fund of the International Small Company Fund invests
("underlying fund") may invest up to 5% of their assets in convertible
debentures issued by non-U.S. companies. Convertible debentures include
corporate bonds and notes that may be converted into or exchanged for common
stock. These securities are generally convertible either at a stated price or a
stated rate (that is, for a specific number of shares of common stock or other
security). As with other fixed income securities, the price of a convertible
debenture to some extent varies inversely with interest rates. While providing a
fixed income stream (generally higher in yield than the income derived from a
common stock but lower than that afforded by a nonconvertible debenture), a
convertible debenture also affords the investor an opportunity, through its
conversion feature, to participate in the capital appreciation of the common
stock into which it is convertible. As the market price of the underlying common
stock declines, convertible debentures tend to trade increasingly on a yield
basis and so may not experience market value declines to the same extent as the
underlying common stock. When the market price of the underlying common stock
increases, the price of a convertible debenture tends to rise as a reflection of
the value of the underlying common stock. To obtain such a higher yield, a Fund
may be required to pay for a convertible debenture an amount in excess of the
value of the underlying common stock. Common stock acquired by a Fund upon
conversion of a convertible debenture will generally be held for so long as the
relevant Sub-Adviser anticipates such stock will provide the Fund with
opportunities which are consistent with the Fund's investment objective and
policies.

FOREIGN CURRENCY TRANSACTIONS. A forward foreign currency exchange
contract involves an obligation to purchase or sell a specific currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties, at a price set at the time of the contract. These
contracts are principally traded in the interbank market conducted directly
between currency traders (usually large, commercial banks) and their customers.
A forward contract generally has no deposit requirement, and no commissions are
charged at any stage for trades.

A Fund may enter into forward contracts in connection with the management
of the foreign currency exposure of its portfolio. When the Fund enters into a
contract for the purchase or sale of a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security. By
entering into a forward contract for purchase or sale, for a fixed amount of
dollars of the amount of foreign currency involved in the underlying security
transactions, the Fund will be able to protect itself against a possible loss
resulting from an adverse change in the relationship between the U.S. dollar and
the subject foreign currency during the period between the date the security is
purchased or sold and the date on which payment is made or received.

When a Sub-Adviser believes that one currency may experience a substantial
movement against another currency, including the U.S. dollar, or it wishes to
alter a Fund's exposure to the currencies of the countries in its investment
universe, it may enter into a forward contract to sell or buy foreign currency
in exchange for the U.S. dollar or another foreign currency. The precise
matching of the forward contract amounts and the value of the securities
involved will not generally be possible since the future value of such
securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. The projection of short-term currency
market movement is extremely difficult, and the successful execution of a
short-term hedging strategy is highly uncertain. Under normal circumstances,
consideration of the prospect for currency parities will be incorporated into
the longer term investment decisions made with regard to overall diversification
strategies. However, the Sub-Advisers believe that it is important to have the
flexibility to enter into such forward contracts when it determines that the
best interests of a Fund will be served.

Each Fund may enter into forward contracts for any other purpose
consistent with the Fund's investment objective and program. No Fund will
enter into a forward contract, or maintain exposure to any such contract(s), if
the amount of foreign currency required to be delivered thereunder would exceed
the Fund's holdings of liquid securities and currency available for cover of the
forward contract(s). In determining the amount to be delivered under a contract,
a Fund may net offsetting positions.

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At the maturity of a forward contract, the Fund may sell the portfolio
security and make delivery of the foreign currency, or it may retain the
security and either extend the maturity of the forward contract (by "rolling"
that contract forward) or may initiate a new forward contract.

If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the foreign currency. Should forward prices decline
during the period between the Fund's entering into a forward contract for the
sale of a foreign currency and the date it enters into an offsetting contract
for the purchase of the foreign currency, the Fund will realize a gain to the
extent the price of the currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase. Should forward prices increase, the Fund
will suffer a loss to the extent that the price of the currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.

A Fund's dealing in forward foreign currency exchange contracts will
generally be limited to the transactions described above. However, each Fund
reserves the right to enter into forward foreign currency contracts for
different purposes and under different circumstances. Of course, no Fund is
required to enter into forward contracts with regard to its foreign currency
denominated securities and will not do so unless deemed appropriate by its
Sub-Adviser. It also should be noted that this method of hedging against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date. Additionally, although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency, at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.

Although each Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. It will do so from time to time, and investors should be aware
of the costs of currency conversion. Although foreign exchange dealers do not
charge a fee for conversion, they do realize a profit based on the difference
(the "spread") between the prices at which they are buying and selling various
currencies. Thus, a dealer may offer to sell a foreign currency to the Fund at
one rate, while offering a lesser rate of exchange should the Fund desire to
resell that currency to the dealer.

Federal tax treatment of forward foreign exchange contracts is discussed
in the section entitled "Futures and Options on Futures -- Federal Tax Treatment
of Futures Contracts, Options and Forward Foreign Exchange Contracts."

FOREIGN SECURITIES. As stated in the Prospectus, certain Funds may invest
in foreign securities. Investors should consider carefully the substantial risks
involved in securities of companies and governments of foreign nations, which
are in addition to the usual risks inherent in domestic investments.

There may be less publicly available information about foreign companies
comparable to the reports and ratings published about companies in the United
States. Foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards, and auditing practices and
requirements may not be comparable to those applicable to U.S. companies.
Foreign markets have substantially less volume than U.S. markets, and securities
of some foreign companies are less liquid and more volatile than securities of
comparable U.S. companies. In many foreign countries, there is less government
supervision and regulation of stock exchanges, brokers, and listed companies
than in the United States. Such concerns are particularly heightened for
emerging markets and Eastern European countries.

Investments in companies domiciled in developing countries may be subject
to potentially higher risks than investments in developed countries. These risks
include: (i) less social, political and economic stability; (ii) the small
current size of the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) certain national policies which may restrict a
Fund's investment opportunities, including restrictions on investment in issuers
or industries deemed sensitive to national interest; (iv) foreign taxation; (v)
the absence of developed legal structures governing private or foreign
investment

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or allowing for judicial redress for injury to private property; (vi) the
absence, until recently in certain Eastern European countries, of a capital
market structure or market-oriented economy; and (vii) the possibility that
recent favorable economic developments in Eastern Europe may be slowed or
reversed by unanticipated political or social events in such countries.

Investments in Eastern European countries may involve risks of
nationalization, expropriation and confiscatory taxation. The Communist
governments of a number of Eastern European countries expropriated large amounts
of private property in the past, in many cases without adequate compensation,
and there can be no assurance that such expropriation will not occur in the
future. In the event of such expropriation, a Fund could lose a substantial
portion of any investments it has made in the affected countries. Further, no
accounting standards exist in Eastern European countries. Finally, even though
certain Eastern European currencies may be convertible into United States
dollars, the conversion rates may be artificial to the actual market values and
may be adverse to a Fund.

Each Fund's Sub-Adviser endeavors to buy and sell foreign currencies on as
favorable a basis as practicable. Some price spread on currency exchange (to
cover service charges) may be incurred, particularly when a Fund changes
investments from one country to another or when proceeds of the sale of Fund
shares in U.S. dollars are used for the purchase of securities in foreign
countries. Also, some countries may adopt policies which would prevent a Fund
from transferring cash out of the country or withhold portions of interest and
dividends at the source. There is the possibility of expropriation,
nationalization or confiscatory taxation, withholding and other foreign taxes on
income or other amounts, foreign exchange controls (which may include suspension
of the ability to transfer currency from a given country), default in foreign
government securities, political or social instability or diplomatic
developments that could affect investments in securities of issuers in foreign
nations.

Foreign securities markets have different clearance and settlement
procedures, and in certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions, making it
difficult to conduct such transactions. Delays in settlement could result in
temporary periods when assets of a Fund are uninvested and no return is earned
thereon. The inability of a Fund to make intended security purchases due to
settlement problems could cause the Fund to miss attractive investment
opportunities. Inability to dispose of portfolio securities due to settlement
problems could result in losses to a Fund due to subsequent declines in value of
the portfolio security or, if the Fund has entered into a contract to sell the
security, could result in possible liability to the purchaser.

A Fund may be affected either unfavorably or favorably by fluctuations in
the relative rates of exchange between the currencies of different nations, by
exchange control regulations and by indigenous economic and political
developments. Changes in foreign currency exchange rates will influence values
within a Fund from the perspective of U.S. investors, and may also affect the
value of dividends and interest earned, gains and losses realized on the sale of
securities, and net investment income and gains, if any, to be distributed to
shareholders by a Fund. The rate of exchange between the U.S. dollar and other
currencies is determined by the forces of supply and demand in the foreign
exchange markets. These forces are affected by the international balance of
payments and other economic and financial conditions, government intervention,
speculation and other factors. Each Fund's Sub-Adviser will attempt to avoid
unfavorable consequences and to take advantage of favorable developments in
particular nations where, from time to time, it places a Fund's investments.

The exercise of this flexible policy may include decisions to purchase
securities with substantial risk characteristics and other decisions such as
changing the emphasis on investments from one nation to another and from one
type of security to another. Some of these decisions may later prove profitable
and others may not. No assurance can be given that profits, if any, will exceed
losses.

FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. The Funds may enter
into futures contracts and options on futures contracts only for the purpose of
remaining fully invested and to maintain liquidity to pay redemptions. Futures
contracts provide for the future sale by one party and purchase by another party
of a specified amount of defined securities at a specified future time and at a
specified price. Futures contracts which are standardized as to maturity date
and underlying financial instrument are traded on national futures exchanges. A

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Fund will be required to make a margin deposit in cash or government securities
with a broker or custodian to initiate and maintain positions in futures
contracts. Minimal initial margin requirements are established by the futures
exchange and brokers may establish margin requirements which are higher than the
exchange requirements. After a futures contract position is opened, the value of
the contract is marked to market daily. If the futures contract price changes,
to the extent that the margin on deposit does not satisfy margin requirements,
payment of additional "variation" margin will be required. Conversely, changes
in the contract value could reduce the required margin, resulting in a repayment
of excess margin to a Fund. Variation margin payments are made to and from the
futures broker for as long as the contract remains open. The Funds expect to
earn income on their margin deposits. To the extent that a Fund invests in
futures contracts and options thereon for other than bona fide hedging purposes,
no Fund will enter into such transactions if, immediately thereafter, the sum of
the amount of initial margin deposits and premiums paid for open futures options
would exceed 5% of the Fund's net assets, after taking into account unrealized
profits and unrealized losses on such contracts it has entered into; provided,
however, that, in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%.
Pursuant to published positions of the Securities and Exchange Commission, the
Funds may be required to identify liquid assets, such as cash or liquid
securities (or, as permitted under applicable regulation, enter into offsetting
positions) in an account maintained with the Fund's custodian in connection with
their futures contract transactions in order to cover their obligations with
respect to such contracts.

Positions in futures contracts may be closed out only on an exchange which
provides a secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, a Fund would continue to be required to
make variation margin deposits. In such circumstances, if a Fund has
insufficient cash, it might have to sell portfolio securities to meet daily
margin requirements at a time when it might be disadvantageous to do so.
Management intends to minimize the possibility that it will be unable to close
out a futures contract by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid secondary
market.

A Fund may purchase and sell options on the same types of futures in which
it may invest.

Options on futures are similar to options on underlying instruments except
that options on futures give the purchaser the right, in return for the premium
paid, to assume a position in a futures contract (a long position if the option
is a call and a short position if the option is a put), rather than to purchase
or sell the futures contract, at a specified exercise price at any time during
the period of the option. Upon exercise of the option, the delivery of the
futures position by the writer of the option to the holder of the option will be
accompanied by the delivery of the accumulated balance in the writer's futures
margin account which represents the amount by which the market price of the
futures contract, at exercise, exceeds (in the case of a call) or is less than
(in the case of a put) the exercise price of the option on the futures contract.
Purchasers of options who fail to exercise their options prior to the exercise
date suffer a loss of the premium paid.

As an alternative to writing or purchasing call and put options on stock
index futures, a Fund may write or purchase call and put options on stock
indices. Such options would be used in a manner similar to the use of options on
futures contracts.

Special Risks of Transactions in Options on Futures Contracts. The risks
described above for futures contracts are substantially the same as the risks of
using options on futures. In addition, where a Fund seeks to close out an option
position by writing or buying an offsetting option covering the same underlying
instrument, index or contract and having the same exercise price and expiration
date, its ability to establish and close out positions on such options will be
subject to the maintenance of a liquid secondary market. Reasons for the absence
of a liquid secondary market on an exchange include the following: (i) there may
be insufficient trading interest in certain options; (ii) restrictions may be
imposed by an exchange on opening transactions or closing transactions or both;
(iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options, or underlying instruments;
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
exchange; (v) the facilities of an exchange or a clearing corporation may not at
all times be adequate to handle current trading volume; or (vi) one or more
exchanges could, for economic or other reasons, decide or be compelled

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at some future date to discontinue the trading of options (or a particular class
or series of options), in which event the secondary market on that exchange (or
in the class or series of options) would cease to exist, although outstanding
options on the exchange that had been issued by a clearing corporation as a
result of trades on that exchange would continue to be exercisable in accordance
with their terms. There is no assurance that higher than anticipated trading
activity or other unforeseen events might not, at times, render certain of the
facilities of any of the clearing corporations inadequate, and thereby result in
the institution by an exchange of special procedures which may interfere with
the timely execution of customers' orders.

Additional Futures and Options Contracts. Although the Funds have no
current intention of engaging in futures or options transactions other than
those described above, they reserve the right to do so. Such futures and options
trading might involve risks which differ from those involved in the futures and
options described above.

Federal Tax Treatment of Futures Contracts, Options and Forward Foreign
Exchange Contracts. Certain options, futures, and forward foreign exchange
contracts, including options and futures on currencies, which are Section 1256
contracts, may result in a Fund entering into straddles.

Open Section 1256 contracts at fiscal year end will be considered to have
been closed at the end of the Fund's fiscal year and any gains or losses will be
recognized for tax purposes at that time. Such gains or losses from the normal
closing or settlement of such transactions will be characterized as 60%
long-term capital gain or loss and 40% short-term capital gain or loss
regardless of the holding period of the instrument. The Fund will be required to
distribute net gains on such transactions to shareholders even though it may not
have closed the transaction and received cash to pay such distributions.

Options, futures and forward foreign exchange contracts, including options
and futures on currencies, which offset a security or currency position may be
considered straddles for tax purposes, in which case a loss on any position in a
straddle will be subject to deferral to the extent of unrealized gain in an
offsetting position. The holding period of the securities or currencies
comprising the straddle may be deemed not to begin until the straddle is
terminated. The holding period of the security offsetting an "in-the-money
qualified covered call" option will not include the period of time the option is
outstanding.

Losses on written covered calls and purchased puts on securities,
excluding certain "qualified covered call" options, may be long-term capital
loss, if the security covering the option was held for more than twelve months
prior to the writing of the option.

ILLIQUID SECURITIES. Each Fund may invest up to 15% of the value of its
net assets (determined at time of acquisition) in securities that are illiquid.
Illiquid securities would generally include securities for which there is a
limited trading market, repurchase agreements and time deposits with
notice/termination dates in excess of seven days, and certain securities that
are subject to trading restrictions because they are not registered under the
Securities Act of 1933, as amended (the "Act"). If, after the time of
acquisition, events cause this limit to be exceeded, the Fund will take steps to
reduce the aggregate amount of illiquid securities as soon as reasonably
practicable in accordance with the policies of the Securities and Exchange
Commission.

A Fund may invest in commercial obligations issued in reliance on the
"private placement" exemption from registration afforded by Section 4(2) of the
Act ("Section 4(2) paper"). A Fund may also purchase securities that are not
registered under the Act, but which can be sold to qualified institutional
buyers in accordance with Rule 144A under the Act ("Rule 144A securities").
Section 4(2) paper is restricted as to disposition under the Federal securities
laws, and generally is sold to institutional investors who agree that they are
purchasing the paper for investment and not with a view to public distribution.
Any resale by the purchaser must be in an exempt transaction. Section 4(2) paper
normally is resold to other institutional investors through or with the
assistance of the issuer or investment dealers which make a market in the
Section 4(2) paper, thus providing liquidity. Rule 144A securities generally
must be sold only to other qualified institutional buyers. If a particular
investment in Section 4(2) paper or Rule 144A securities is not determined to be
liquid, that investment will be included within the Fund's limitation on
investment in illiquid securities. Each Sub-Adviser will determine the liquidity
of such investments by the relevant Fund(s) pursuant to guidelines established
by the Board of Trustees. It is possible that unregistered

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securities purchased by a Fund in reliance upon Rule 144A could have the effect
of increasing the level of the Fund's illiquidity to the extent that qualified
institutional buyers become, for a period, uninterested in purchasing these
securities.

INVESTMENT COMPANY SECURITIES. Each Fund may invest in securities issued
by other investment companies. As a shareholder of another investment company, a
Fund would bear its pro rata portion of the other investment company's expenses,
including advisory fees. These expenses would be in addition to the expenses
each Fund bears directly in connection with its own operations. Each Fund (other
than the International Small Company Fund) currently intends to limit its
investments in securities issued by other investment companies so that, as
determined immediately after a purchase of such securities is made: (i) not more
than 5% of the value of the Fund's total assets will be invested in the
securities of any one investment company; (ii) not more than 10% of the value of
its total assets will be invested in the aggregate in securities of investment
companies as a group; and (iii) not more than 3% of the outstanding voting stock
of any one investment company will be owned by the Fund. The International Small
Company Fund is a feeder fund in a master-feeder relationship and relies on an
exemption under Section 12(d)(1)(E) of the 1940 Act that permits the Fund to
invest without limit in the security of another investment company provided that
certain requirements are met, including that the Fund purchases such security
pursuant to an arrangement with the issuer, or principal underwriter for the
issuer, of the security whereby the investment company is obligated to seek
instructions from its security holders with regard to the voting of all proxies
with respect to such security and to vote such proxies only in accordance with
such instructions, or to vote the shares held by it in the same proportion as
the vote of all other holders of such security.

LENDING OF PORTFOLIO SECURITIES. To enhance the return on its portfolio,
each of the Funds may lend securities in its portfolio (subject to a limit of 33
1/3% of the total assets) to securities firms and financial institutions,
provided that each loan is secured continuously by collateral adjusted daily to
have a market value at least equal to the current market value of the securities
loaned. These loans are terminable at any time, and the Funds will receive any
interest or dividends paid on the loaned securities. In addition, it is
anticipated that a Fund may share with the borrower some of the income received
on the collateral for the loan or the Fund will be paid a premium for the loan.
The risk in lending portfolio securities, as with other extensions of credit,
consists of possible delay in recovery of the securities or possible loss of
rights in the collateral or loss on sale of the collateral should the borrower
fail financially. In determining whether the Funds will lend securities, each
Sub-Adviser will consider all relevant facts and circumstances. The Funds will
only enter into loan arrangements with broker-dealers, banks or other
institutions which the Adviser has determined are creditworthy under guidelines
established by the Board of Trustees.

MONEY MARKET INSTRUMENTS. Each Fund may invest from time to time in "money
market instruments," a term that includes, among other instruments, bank
obligations, commercial paper, variable amount master demand notes and corporate
bonds with remaining maturities of 397 days or less.

Bank obligations include bankers' acceptances, negotiable certificates of
deposit and non-negotiable time deposits, including U.S. dollar-denominated
instruments issued or supported by the credit of U.S. or foreign banks or
savings institutions. Although the Funds will invest in obligations of foreign
banks or foreign branches of U.S. banks only where the Sub-Adviser deems the
instrument to present minimal credit risks, such investments may nevertheless
entail risks that are different from those of investments in domestic
obligations of U.S. banks due to differences in political, regulatory and
economic systems and conditions. All investments in bank obligations are limited
to the obligations of financial institutions having more than $1 billion in
total assets at the time of purchase.

The Funds may also purchase variable amount master demand notes which are
unsecured instruments that permit the indebtedness thereunder to vary and
provide for periodic adjustments in the interest rate. Although the notes are
not normally traded and there may be no secondary market in the notes, a Fund
may demand payment of the principal of the instrument at any time. The notes are
not typically rated by credit rating agencies, but issuers of variable amount
master demand notes must satisfy the same criteria as set forth above for
issuers of commercial paper. If an issuer of a variable amount master demand
note defaulted on its payment obligation, a Fund might be unable to dispose of
the note because of the absence of a secondary market and might, for this or
other reasons,

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suffer a loss to the extent of the default. The Funds invest in variable amount
master notes only when the relevant Sub-Adviser deems the investment to involve
minimal credit risk.

NON-DOMESTIC BANK OBLIGATIONS. Non-domestic bank obligations include
Eurodollar Certificates of Deposit ("ECDs"), which are U.S. dollar-denominated
certificates of deposit issued by offices of foreign and domestic banks located
outside the United States; Eurodollar Time Deposits ("ETDs"), which are U.S.
dollar-denominated deposits in a foreign branch of a U.S. bank or a foreign
bank; Canadian Time Deposits ("CTDs"), which are essentially the same as ETDs
except they are issued by Canadian offices of major Canadian banks; Schedule Bs
which are obligations issued by Canadian branches of foreign or domestic banks;
Yankee Certificates of Deposit ("Yankee CDs"), which are U.S. dollar-denominated
certificates of deposit issued by a U.S. branch of a foreign bank and held in
the United States; and Yankee Bankers' Acceptances ("Yankee BAs"), which are
U.S. dollar denominated bankers' acceptances issued by a U.S. branch of a
foreign bank and held in the United States.

REPURCHASE AGREEMENTS. Each Fund may agree to purchase securities from
financial institutions such as member banks of the Federal Reserve System or any
foreign bank or any domestic or foreign broker/dealer that is recognized as a
reporting government securities dealer, subject to the seller's agreement to
repurchase them at an agreed-upon time and price ("repurchase agreements"). Each
Sub-Adviser will review and continuously monitor the creditworthiness of the
seller under a repurchase agreement, and will require the seller to maintain
liquid assets segregated on the books of the Fund or the Fund's custodian in an
amount that is greater than the repurchase price. Default by, or bankruptcy of,
the seller would, however, expose a Fund to possible loss because of adverse
market action or delays in connection with the disposition of underlying
obligations except with respect to repurchase agreements secured by U.S.
Government securities.

The repurchase price under repurchase agreements generally equals the
price paid by a Fund plus interest negotiated on the basis of current short-term
rates (which may be more or less than the rate on the securities underlying the
repurchase agreement).

Securities subject to repurchase agreements will be held, as applicable,
by the Fund's custodian in the Federal Reserve/Treasury book-entry system or by
another authorized securities depository. Repurchase agreements are considered
to be loans by a Fund under the 1940 Act.

REVERSE REPURCHASE AGREEMENTS. Each Fund may borrow funds for temporary or
emergency purposes by selling portfolio securities to financial institutions
such as banks and broker/dealers and agreeing to repurchase them at a mutually
specified date and price ("reverse repurchase agreements"). Reverse repurchase
agreements involve the risk that the market value of the securities sold by a
Fund may decline below the repurchase price. A Fund will pay interest on amounts
obtained pursuant to a reverse repurchase agreement. While reverse repurchase
agreements are outstanding, a Fund will maintain cash, U.S. Government
securities or other liquid high-grade securities earmarked on the books of the
Fund or the Fund's custodian in an amount at least equal to the market value of
the securities, plus accrued interest, subject to the agreement.

SUPRANATIONAL BANK OBLIGATIONS. The Fixed Income Fund may invest in the
obligations of supranational banks. Supranational banks are international
banking institutions designed or supported by national governments to promote
economic reconstruction, development or trade between nations (e.g., The World
Bank). Obligations of supranational banks may be supported by appropriated but
unpaid commitments of their member countries and there is no assurance these
commitments will be undertaken or met in the future.

U.S. GOVERNMENT OBLIGATIONS. Each Fund may purchase obligations issued or
guaranteed by the U.S. Government and U.S. Government agencies and
instrumentalities. Obligations of certain agencies and instrumentalities of the
U.S. Government, such as those of the GNMA, are supported by the full faith and
credit of the U.S. Treasury. Others, such as those of the Export-Import Bank of
the United States, are supported by the right of the issuer to borrow from the
U.S. Treasury; and still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the agency or instrumentality
issuing the obligation. No assurance can be given that the U.S. Government would
provide financial support to U.S. government-sponsored instrumentalities if it
is not obligated to do so by law. Examples of the types of U.S. Government
obligations that

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may be acquired by the Funds include U.S. Treasury Bills, Treasury Notes and
Treasury Bonds and the obligations of Federal Home Loan Banks, Federal Farm
Credit Banks, Federal Land Banks, the Federal Housing Administration, Farmers
Home Administration, Export-Import Bank of the United States, Small Business
Administration, FNMA, Government National Mortgage Association, General Services
Administration, Student Loan Marketing Association, Central Bank for
Cooperatives, FHLMC, Federal Intermediate Credit Banks and Maritime
Administration.

VARIABLE AND FLOATING RATE INSTRUMENTS. The Fixed Income Fund may invest
in variable and floating rate instruments. Debt instruments may also be
structured to have variable or floating interest rates. Variable and floating
rate obligations purchased by the Fund may have stated maturities in excess of
the Fund's maturity limitation if the Fund can demand payment of the principal
of the instrument at least once during such period on not more than thirty days'
notice (this demand feature is not required if the instrument is guaranteed by
the U.S. Government or an agency thereof). These instruments may include
variable amount master demand notes that permit the indebtedness to vary in
addition to providing for periodic adjustments in the interest rates. The
Sub-Adviser will consider the earning power, cash flows and other liquidity
ratios of the issuers and guarantors of such instruments and, if the instrument
is subject to a demand feature, will continuously monitor their financial
ability to meet payment on demand. Where necessary to ensure that a variable or
floating rate instrument is equivalent to the quality standards applicable to
the Fund, the issuer's obligation to pay the principal of the instrument will be
backed by an unconditional bank letter or line of credit, guarantee or
commitment to lend.

The absence of an active secondary market for certain variable and
floating rate notes could make it difficult to dispose of the instruments, and
the Fund could suffer a loss if the issuer defaults or during periods that the
Fund is not entitled to exercise its demand rights.

Variable and floating rate instruments held by the Fund will be subject to
the Fund's limitation on illiquid investments when the Fund may not demand
payment of the principal amount within seven days absent a reliable trading
market.

WARRANTS. Warrants are privileges issued by corporations enabling the
owners to subscribe to and purchase a specified number of shares of the
corporation at a specified price during a specified period of time. The purchase
of warrants involves the risk that a Fund could lose the purchase value of a
warrant if the right to subscribe to additional shares is not exercised prior to
the warrant's expiration. Also, the purchase of warrants involves the risk that
the effective price paid for the warrant added to the subscription price of the
related security may exceed the value of the subscribed security's market price
such as when there is no movement in the level of the underlying security.

WHEN-ISSUED PURCHASES AND FORWARD COMMITMENTS (DELAYED-DELIVERY
TRANSACTIONS). Each Fund may purchase securities on a when-issued or delayed
delivery basis. When-issued purchases and forward commitments (delayed-delivery
transactions) are commitments by a Fund to purchase or sell particular
securities with payment and delivery to occur at a future date (perhaps one or
two months later). These transactions permit the Fund to lock-in a price or
yield on a security, regardless of future changes in interest rates.

When a Fund agrees to purchase securities on a when-issued or forward
commitment basis, the Fund will earmark cash or liquid portfolio securities
equal to the amount of the commitment. Normally, the Fund will earmark portfolio
securities to satisfy a purchase commitment, and in such a case the Fund may be
required subsequently to earmark additional assets in order to ensure that the
value of the account remains equal to the amount of the Fund's commitments. It
may be expected that the market value of the Fund's net assets will fluctuate to
a greater degree when it earmarks portfolio securities to cover such purchase
commitments than when it earmarks cash.

A Fund will purchase securities on a when-issued or forward commitment
basis only with the intention of completing the transaction and actually
purchasing the securities. If deemed advisable as a matter of investment
strategy, however, a Fund may dispose of or renegotiate a commitment after it is
entered into, and may sell

11
<PAGE> 79
securities it has committed to purchase before those securities are delivered to
the Fund on the settlement date. In these cases the Fund may realize a taxable
capital gain or loss.

When a Fund engages in when-issued and forward commitment transactions, it
relies on the other party to consummate the trade. Failure of such party to do
so may result in the Fund's incurring a loss or missing an opportunity to obtain
a price considered to be advantageous.

The market value of the securities underlying a when-issued purchase or a
forward commitment to purchase securities, and any subsequent fluctuations in
their market value, are taken into account when determining the market value of
a Fund starting on the day the Fund agrees to purchase the securities. The Fund
does not earn interest on the securities it has committed to purchase until they
are paid for and delivered on the settlement date.

YIELDS AND RATINGS. The yields on certain obligations, including the money
market instruments in which the Funds may invest (such as commercial paper and
bank obligations), are dependent on a variety of factors, including general
money market conditions, conditions in the particular market for the obligation,
the financial condition of the issuer, the size of the offering, the maturity of
the obligation and the ratings of the issue. The ratings of S&P, Moody's, Duff &
Phelps Credit Rating Co., Thomson Bank Watch, Inc., and other nationally
recognized statistical rating organizations ("NRSROs") represent their
respective opinions as to the quality of the obligations they undertake to rate.
Ratings, however, are general and are not absolute standards of quality.
Consequently, obligations with the same rating, maturity and interest rate may
have different market prices.

OTHER. Subsequent to its purchase by a Fund, a rated security may cease to
be rated or its rating may be reduced below the minimum rating required for
purchase by the Fund. The Board of Trustees or each Sub-Adviser, pursuant to
guidelines established by the Board, will consider such an event in determining
whether the Fund should continue to hold the security in accordance with the
interests of the Fund and applicable regulations of the Securities and Exchange
Commission.

Because the structure of the Equity Funds is based on the relative market
capitalizations of eligible holdings, it is possible that the Funds might hold
at least 5% of the outstanding voting securities of one or more issuers. In such
circumstances, the Trust and the issuer would be deemed "affiliated persons"
under the 1940 Act and certain requirements of the 1940 Act regulating dealings
between affiliates might become applicable. However, based on the present
capitalizations of the groups of companies eligible for purchase by the Funds
and the anticipated amount of a Fund's assets intended to be invested in such
securities, management does not anticipate that a Fund will hold as much as 5%
of the voting securities of any issuer.

TAX MANAGEMENT STRATEGIES OF THE U.S. HBTM FUND, THE U.S. SMALL COMPANY FUND AND
THE INTERNATIONAL HBTM FUND

These Funds may try to minimize the impact of federal taxes on returns by
managing their portfolios in a manner that will defer the realization of net
capital gains where possible and may minimize ordinary income.

When selling securities, each Fund typically will select the highest cost
shares of the specific security in order to minimize the realization of capital
gains. In certain cases, the highest cost shares may produce a short-term
capital gain. Since short-term capital gains are taxed at higher tax rates than
long-term capital gains, the highest cost shares with a long-term holding period
may be disposed of instead. Each Fund also will seek, when possible, not to
dispose of a security until the long-term holding period for capital gains for
tax purposes has been satisfied. Additionally, each Fund may, when consistent
with all other tax management policies, sell securities in order to realize
capital losses. Realized capital losses can be used to offset realized capital
gains, thus reducing capital gains distributions. However, realization of
capital gains is not entirely within the Sub-Adviser's control. Capital gains
distributions may vary considerably from year to year; there will be no capital
gains distributions in years when a Fund realizes net capital losses.

The timing of purchases and sales of securities may be managed to minimize
dividends to the extent possible. With respect to dividends that are received,
the Funds may not be eligible to flow through the dividends

12
<PAGE> 80
received deduction to corporate shareholders, if because of timing activities,
the requisite holding period is not met. Except for the U.S. HBtM Fund,
portfolio holdings may be managed to minimize high dividend-yielding securities
and to emphasize low dividend-yielding securities.

The Funds are expected to deviate from their market capitalization
weightings to a greater extent than the other Funds. For example, the
Sub-Adviser may exclude the stock of a company that meets applicable market
capitalization criterion in order to avoid dividend income, and the Sub-Adviser
may sell the stock of a company that meets applicable market capitalization
criterion in order to realize a capital loss. Additionally, while the Funds are
managed so that securities will generally be held for longer than one year, the
Funds may dispose of any securities whenever the Sub-Adviser determines that
such disposition would be consistent with the tax management strategies of the
Funds.

Although the Sub-Adviser may manage each Fund to minimize the realization
of capital gains and taxable dividend distributions during a particular year,
the Funds may nonetheless distribute taxable gains and taxable income to
shareholders from time to time. Furthermore, shareholders may be required to pay
taxes on capital gains realized, if any, upon redemption of shares of a Fund, if
the amount realized on redemption is greater than the amount the shareholder
paid for the shares.

FUND POLICIES

FUNDAMENTAL POLICIES. Each Fund is subject to the investment limitations
enumerated in this section which may be changed with respect to a particular
Fund only by a vote of the holders of a majority of such Fund's outstanding
shares. As used in this SAI and in the Prospectus, a "majority of the
outstanding shares" of a Fund means the lesser of (a) 67% of the shares of the
particular Fund represented at a meeting at which the holders of more than 50%
of the outstanding shares of such Fund are present in person or by proxy, or (b)
more than 50% of the outstanding shares of such Fund.

1. No Fund may invest more than 25% of its total assets in any one
industry (securities issued or guaranteed by the United States
Government, its agencies or instrumentalities are not considered to
represent industries).

2. No Fund may with respect to 75% of the Fund's assets, invest more
than 5% of the Fund's assets (taken at a market value at the time of
purchase) in the outstanding securities of any single issuer or own
more than 10% of the outstanding voting securities of any one
issuer, in each case other than securities issued or guaranteed by
the United States Government, its agencies or instrumentalities.

3. No Fund may borrow money or issue senior securities (as defined in
the 1940 Act) except that the Funds may borrow amounts not exceeding
33 1/3% of its total assets (including the amount borrowed) valued
at the lesser of cost or market, less liabilities (not including the
amount borrowed) valued at the time the borrowing is made and
additionally for temporary or emergency purposes in amounts not
exceeding 5% of its total assets.

4. No Fund may pledge, mortgage or hypothecate its assets other than to
secure borrowings permitted by investment limitation 3 above
(collateral arrangements with respect to margin requirements for
options and futures transactions are not deemed to be pledges or
hypothecations for this purpose).

5. No Fund may make loans of securities to other persons in excess of
33 1/3% of a Fund's total assets; provided the Funds may invest
without limitation in short-term debt obligations (including
repurchase agreements) and publicly distributed debt obligations.

6. No Fund may underwrite securities of other issuers, except insofar
as a Fund may be deemed an underwriter under the Securities Act of
1933, as amended, in selling portfolio securities.

13
<PAGE> 81
7. No Fund may purchase or sell real estate or any interest therein,
including interests in real estate limited partnerships, except
securities issued by companies (including real estate investment
trusts) that invest in real estate or interests therein.

8. No Fund may purchase securities on margin, except for the use of
short-term credit necessary for the clearance of purchases and sales
of portfolio securities, but the Funds may make margin deposits in
connection with transactions in options, futures and options on
futures.

9. No Fund may invest in commodities or commodity futures contracts,
provided that this limitation shall not prohibit the purchase or
sale by the Fund of forward foreign currency exchange contracts,
financial futures contracts and options on financial futures
contracts, foreign currency futures contracts, and options on
securities, foreign currencies and securities indices, as permitted
by the Fund's Prospectus.

NON-FUNDAMENTAL POLICIES. Additional investment restrictions adopted by
each Fund, which may be changed by the Board of Trustees, provide that a Fund
may not:

1. Invest more than 15% of its net assets (taken at market value at the
time of purchase) in securities which cannot be readily sold or
disposed of within the ordinary course of business within seven days
at approximately the value at which the Fund has valued the
investment;

2. Purchase or sell interests in oil, gas or other mineral exploration
or development plans or leases;

3. Make investments for the purpose of exercising control or
management; or

4. Invest in other investment companies except as permitted under the
1940 Act.

If a percentage limitation is satisfied at the time of investment, a later
increase or decrease in such percentage resulting from a change in the value of
a Fund's investments will not constitute a violation of such limitation, except
that any borrowing by a Fund that exceeds the fundamental investment limitations
stated above must be reduced to meet such limitations within the period required
by the 1940 Act (currently three days). Otherwise, a Fund may continue to hold a
security even though it causes the Fund to exceed a percentage limitation
because of fluctuation in the value of the Fund's assets.

MANAGEMENT OF THE TRUST

The management of the Trust is supervised by the Board of Trustees under
the laws of the State of Delaware. Subject to the provisions of the Declaration
of Trust, the business of the Trust shall be managed by the Trustees, and they
shall have all powers necessary or convenient to carry out that responsibility.

14
<PAGE> 82
TRUSTEES AND OFFICERS

The Trustees and executive officers of the Trust and their principal
occupations during the past five years are as set forth below. An asterisk
indicates a Trustee who may be deemed to be an "interested person" (as defined
by the 1940 Act) of the Trust.

<TABLE>
<CAPTION>
NAME, ADDRESS AND DATE OF POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S)
BIRTH FUND DURING PAST 5 YEARS
-------------------------- --------------------- --------------------------
<S> <C> <C>
Bryan W. Brown Trustee Self Employed Management
950 Hayman Place Consultant (since 1992 ).
Los Altos, CA 94024
DOB: 02/09/45

Patrick Keating* Trustee Director, President and
Commodity Exchange Tower Chief Executive Officer,
1500-360 Main Street Assante Asset Management,
Winnipeg, Manitoba, Canada, Inc. (since October 2000);
R3C3Z3 Director, President and
DOB: 12/21/54 Chief Executive Officer,
Assante Capital Management
Inc. (since October 2000);
Director, Assante
Corporation (financial
services company) (since
September 1998); President
and Chief Executive Officer,
Assante Asset Management
Ltd. (since September 1998);
Executive Vice President,
Loring Ward (January 1996 to
September 1998); Manager,
Client Services, Loring Ward
(May 1995 to December 1995);
General Manager, Advance
Electronics Ltd. (retail
organization) (until May
1995).

Mark A. Schimbor Trustee Senior Management
348 Dalewood Drive Consultant, Lee Hecht
Orinda, CA 94563 Harrison (since 1998);
DOB: 11/07/45 Teacher of Advanced
Corporate Finance and
Financial Analysis courses
for U. C. Berkeley Extension
(since 1998); President,
U.S. Finance Division, Avco
Financial Services, Inc.
(1995-1997); President,
Fireside Thrift Co.
(1985-1995).

Harold M. Shefrin Trustee Professor of Finance, Santa
Leavey School of Business Clara University.
Santa Clara University
Santa Clara, CA 95053
DOB: 07/27/48

Alexander B. Potts President and Chief Executive Vice President,
1190 Saratoga Avenue, Executive Officer Chief Compliance Officer and
Suite 200 General Manager, Assante
San Jose, CA 95129 Asset Management Inc.
DOB: 06/14/67 (since October 2000); Chief
Compliance Officer, Assante
Capital Management Inc.
(since October 2000);
Vice President of Advisor
Services and Investment
Operations, RWB Advisory
Services Inc. (October 1998
- September 2000); Vice
President of Advisor
Services and Investment
Operations, Reinhardt,
Werba, Bowen Inc. (April
1990 - October 1998).

</TABLE>

15
<PAGE> 83
<TABLE>
<S> <C> <C>

Michael R. Clinton Chief Financial and Treasurer and Chief
1190 Saratoga Avenue, Accounting Officer and Operations Officer, Assante
Suite 200 Treasurer Asset Management Inc.
San Jose, CA 95129 (since October 2000); Treasurer
DOB: 10/06/66 and Chief Financial Officer,
RWB Advisory Services Inc.
(October 1998 - September
2000); Treasurer and Chief
Financial Officer,
Reinhardt, Werba, Bowen Inc.
(June 1995 to October 1998);
CPA, Crawford, Pimentel &
Co., Inc. (accounting firm)
(September 1989 to June
1995).

Jennifer S. Fromm Vice President and Vice President and Senior
1190 Saratoga Avenue, Secretary Mutual Fund Counsel, Assante
Suite 200 Asset Management Inc.
San Jose, CA 95129 (since September 2000);
DOB: 08/24/73 Associate Counsel, State
Street Corporation (August
1999 - September 2000).

</TABLE>

COMPENSATION TABLE

For their services as Trustees, the Trustees who are not "interested
persons" (as defined in the 1940 Act) receive a $5,000 annual retainer fee and
$1,000 per meeting attended, as well as reimbursement for expenses incurred in
connection with attendance at such meetings. The interested Trustees receive no
compensation for their services as trustees. The following table summarizes the
compensation paid by the Trust to its Trustees for the fiscal year ended June
30, 2000. The aggregate compensation is provided for the Trust, which is
comprised of eight Funds.

<TABLE>
AGGREGATE PENSION OR
NAME OF TRUSTEE COMPENSATION FROM RETIREMENT BENEFITS
THE TRUST
----------------------------------------------------------------
<S> <C> <C>
Bryan W. Brown $10,000 None
Patrick Keating None None
Charles M. Roame* $6,750 None
Harold M. Shefrin $10,000 None
Mark A. Schimbor** Not Applicable Not Applicable
</TABLE>

* Mr. Roame resigned as a Trustee of the Trust on June 30, 2000.

** Mr. Schimbor became a Trustee of the Trust on July 26, 2000, which is after
the close of the reporting period for this table.

As of October 1, 2000, the Trustees and officers of the Trust, as a group,
owned less than 1% of all classes of outstanding shares of the Funds of the
Trust.

16
<PAGE> 84
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

<TABLE>
<CAPTION>
PERCENTAGE OF
FUND NAME AND ADDRESS OWNERSHIP
---- ---------------- ---------
<S> <C> <C>
Fixed Income Fund Donaldson Lufkin Jenrette 6.88%
Sec Corp
Attn: Mutual Funds
PO Box 2052
Jersey City, NJ 07303-2052

Charles Schwab & Co., Inc. 33.01%
Special Custody Acct for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4122

U.S. Market Fund Donaldson Lufkin Jenrette 9.20%
Sec Corp
Attn: Mutual Funds
PO Box 2052
Jersey City, NJ 07303-2052

Charles Schwab & Co., Inc. 44.72%
Special Custody Acct for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4122

U.S. HBtM Fund
Wells Fargo Bank 5.08%
Minnesota NA
Omnibus 104
PO Box 1533
Minneapolis, MN 55480-1533

Donaldson Lufkin Jenrette 7.67%
Sec Corp
Attn: Mutual Funds
PO Box 2052
Jersey City, NJ 07303-2052

Charles Schwab & Co., Inc. 40.22%
Special Custody Acct for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
</TABLE>

17
<PAGE> 85
<TABLE>
<CAPTION>
PERCENTAGE OF
FUND NAME AND ADDRESS OWNERSHIP
---- ---------------- ---------
<S> <C> <C>
U.S. Small Company Donaldson Lufkin Jenrette 8.91%
Fund Sec Corp
Attn: Mutual Funds
PO Box 2052
Jersey City, NJ 07303-2052

Charles Schwab & Co., Inc. 45.38%
Special Custody Acct for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4122

International HBtM Wells Fargo Bank 6.76%
Fund Minnesota NA
Omnibus 104
PO box 1533
Minneapolis, MN 55480-1533

Donaldson Lufkin Jenrette 7.51%
Sec Corp
Attn: Mutual Funds
PO Box 2052
Jersey City, NJ 07303-2052

Charles Schwab & Co., Inc. 39.63%
Special Custody Acct for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA
94104-4122

International Small Wells Fargo Bank 5.66%
Company Fund Minnesota NA
Omnibus 104
PO box 1533
Minneapolis, MN 55480-1533

Donaldson Lufkin Jenrette 7.55%
Sec Corp
Attn: Mutual Funds
PO Box 2052
Jersey City, NJ 07303-2052

Charles Schwab & Co., Inc. 39.39%
Special Custody Acct for
the Exclusive Benefit of
Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4122
</TABLE>

18
<PAGE> 86
INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER AND SUB-ADVISERS

The Trust, on behalf of each Fund, has entered into an Investment Advisory
and Administrative Services Agreement (the "Agreement") with the Adviser, a
wholly-owned subsidiary of Assante Corporation, which is a publicly held
financial services company located in Winnipeg, Canada.

The Agreement will continue in effect for a period of two years from its
effective date. If not sooner terminated, the Agreement will continue in effect
for successive one year periods thereafter, provided that its continuance is
specifically approved annually by (a) the vote of a majority of the Board of
Trustees who are not parties to the Agreement or interested persons (as defined
in the 1940 Act), cast in person at a meeting called for the purpose of voting
on approval, and (b) either (i) the vote of a majority of the outstanding voting
securities of the affected Fund, or (ii) the vote of a majority of the Board of
Trustees. The Agreement is terminable with respect to a Fund by vote of the
Board of Trustees, or by the holders of a majority of the outstanding voting
securities of the Fund, at any time without penalty, on 60 days' written notice
to the Adviser. The Adviser may also terminate its advisory relationship with
respect to a Fund without penalty on 90 days' written notice to the Trust, as
applicable. The Advisory Agreement terminates automatically in the event of its
assignment (as defined in the 1940 Act).

For the advisory services provided pursuant to the Agreement, the Adviser
is entitled to a fee from each Fund computed daily and payable monthly at the
rate of .85% of the average daily net assets for the following Funds:

For the fiscal year ended June 30, 2000, the Funds paid the following fees
to the Adviser for advisory services:

<TABLE>
------------------------------------------------------------------------------
<S> <C>
SA Fixed Income Fund $126,955
------------------------------------------------------------------------------
SA U.S. Market Fund $113,956
------------------------------------------------------------------------------
SA U.S. HBtM Fund $53,655
------------------------------------------------------------------------------
SA U.S. Small Company Fund $48,877
------------------------------------------------------------------------------
SA International HBtM Fund $132,114
------------------------------------------------------------------------------
SA International Small Company Fund $36,672
------------------------------------------------------------------------------
SA U.S. Large Cap Growth Strategy Fund Not applicable*
------------------------------------------------------------------------------
SA U.S. Large Cap Value Strategy Fund Not applicable*
------------------------------------------------------------------------------
</TABLE>

* As of June 30, 2000 the Fund had not yet commenced operations.

For the administrative services provided, the Adviser is entitled to a fee
from each Fund computed daily and payable monthly at the rate of .10% of the
average daily net assets of each Fund.

19
<PAGE> 87
The Adviser has entered into a sub-advisory agreement (each, a
"Sub-Advisory Agreement") with each Sub-Adviser. Under the terms of the
Sub-Advisory Agreements, each Sub-Adviser provides sub-advisory services to its
respective Fund or Funds. Subject to supervision of the Adviser, each
Sub-Adviser is responsible for the management of its portion of the respective
portfolio, including decisions regarding purchases and sales of portfolio
securities by the Funds. Each Sub-Adviser is also responsible for arranging the
execution of portfolio management decisions, including the selection of brokers
to execute trades and the negotiation of brokerage commissions in connection
therewith. Each Sub-Adviser is registered with the Securities and Exchange
Commission as an investment adviser.

Alliance Capital Management L.P. ("Alliance"), through its Bernstein
Investment Research and Management unit ("Bernstein"), serves as a Sub-Adviser
to the SA Large Cap Value Strategy Fund.

Dimensional Fund Advisors Inc. ("DFA") is the Sub-Adviser for the SA Fixed
Income Fund, the SA U.S. Market Fund, the SA U.S. HBtM Fund, the SA U.S. Small
Company Fund, the SA International HBtM Fund and the SA International Small
Company Fund. David G. Booth and Rex A. Sinquefield, directors and officers of
DFA and shareholders of approximately 51% of DFA's outstanding stock, may be
considered controlling persons of DFA.

Enhanced Investment Technologies, Inc. ("Intech") is a wholly owned
subsidiary of The Prudential Insurance Company organized under the laws of the
State of New Jersey; and Roxbury Capital Management, LLC is a Delaware limited
liability company. Each is a Sub-adviser for the SA U.S. Large Cap Growth
Strategy Fund.

Martingale Asset Management, L.P ("Martingale") is a Delaware limited
partnership and is also a Sub-Adviser for the SA U.S. Large Cap Value Strategy
Fund.

For the sub-advisory services provided to each Fund (other than the
International Small Company Fund), DFA is entitled to a fee, computed daily and
payable monthly at an annual rate based on each Fund's average daily net assets
as set forth below: Because DFA receives administrative fees from the Master
Fund in which the International Small Company Fund invests and investment
advisory fees from the Master Fund's Underlying Funds, DFA has agreed that it
will not receive a sub-advisory fee for its services to the International Small
Company Fund.

<TABLE>
<S> <C>
SA Fixed Income Fund .19%
SA U.S. Market Fund .05%
SA U.S. HBtM Fund .27%
SA U.S. Small Company Fund .38%
SA International HBtM Fund .38%
SA International Small Company Fund .00%
</TABLE>

DFA has agreed to waive its sub-advisory fees for the fiscal year ended
June 30, 2000. For the fiscal year ended June 30, 2000, DFA waived the following
amounts in sub-advisory fees:

------------------------------------------
SA Fixed Income Fund $28,378
------------------------------------------
SA U.S. Market Fund $ 6,703
------------------------------------------
SA U.S. HBtM Fund $17,043
------------------------------------------
SA U.S. Small Company Fund $21,851
------------------------------------------
SA International HBtM Fund $59,063
------------------------------------------

For the sub-advisory services provided to U.S. Large Cap Growth Strategy
Fund and U.S. Large Cap Value Strategy Fund, the sub-advisors are entitled to a
fee computed daily and payable monthly at an annual rate based on each Fund's
average daily net assets as set forth below. As of June 30, 2000 the U.S. Large
Cap Growth Strategy Fund and U.S. Large Cap Value Strategy Fund had not yet
commenced operations.

20
<PAGE> 88
<TABLE>
<S> <C>
SA U.S. Large Cap Growth Strategy Fund
Enhanced Investment Technologies, Inc. .40% of the first $100 million of assets;
.25% on the remaining assets thereafter.

Roxbury Capital Management, LLC .50% of the first $100 million of assets;
.40% on the remaining assets thereafter.

SA U.S. Large Cap Value Strategy Fund
Martingale Asset Management, L.P. .45% of the first $25 million of assets;
.30% on the remaining assets thereafter.

Alliance Capital Management L.P. .60% of the first $10 million of assets;
.50% on the next $15 million of assets;
.40% on the next $25 million of assets;
.25% on the next $50 million of assets;
.225% on the next $50 million of assets;
.20% on the next $50 million of assets;
.175% on the next $50 million of assets;
.15% of assets under management thereafter.
</TABLE>

Each Sub-Advisory Agreement will continue in effect with respect to a Fund
for a period of two years from its effective date. If not sooner terminated,
each Sub-Advisory Agreement will continue in effect for successive one year
periods thereafter, provided that each continuance is specifically approved
annually by (a) the vote of a majority of the Board of Trustees who are not
parties to the Sub-Advisory Agreement or interested persons (as defined in the
1940 Act), cast in person at a meeting called for the purpose of voting on
approval, and (b) the vote of a majority of the Board of Trustees. Each
Sub-Advisory Agreement is terminable by vote of the Board of Trustees, or, with
respect to a Fund, by the holders of a majority of the outstanding voting
securities of that Fund, at any time without penalty, on 60 days' written notice
to the Adviser. The Adviser may also terminate its advisory relationship with
respect to a Fund without penalty on 90 days' written notice to the Trust, as
applicable. Each Sub-Advisory Agreement terminates automatically in the event of
its assignment (as defined in the 1940 Act).

The Adviser has applied to the Securities and Exchange Commission (the
"SEC") for exemptive relief in order to permit the Board of Trustees of the
Trust to hire and terminate sub-advisers recommended by the Adviser.

The following individuals are affiliated persons of the Trust and of the
Adviser: Patrick Keating; Alexander B. Potts, Michael R. Clinton and Jennifer S.
Fromm. The capacities in which each such individual is affiliated with the Trust
and the Adviser is set forth above under "Trustees and Officers."

DISTRIBUTOR

Assante Capital Management Inc. (formerly RWB Securities, Inc.) ("ACM" or
the "Distributor") and the Trust have entered into a distribution agreement,
under which the Distributor, as agent, sells shares of each Fund on a continuous
basis. The Distributor's principal offices are located at 1190 Saratoga Avenue,
Suite 200, San Jose, California 95129. The Distributor is an affiliate of AAM.
The Distributor receives no compensation for distribution of the Funds' shares.

Patrick Keating and Alexander B. Potts are affiliated persons of the Trust
and of the Distributor.

SHAREHOLDER SERVICING ARRANGEMENTS

Under a Shareholder Servicing Agreement with the Trust, the Adviser
performs various services for the Funds, including establishing a toll-free
telephone number for shareholders of each Fund to use to obtain up-to-date

21
<PAGE> 89
account information; providing to shareholders quarterly and other reports with
respect to the performance of each Fund; and providing shareholders with such
information regarding the operations and affairs of each Fund, and their
investment in its shares, as the shareholders or the Board of Trustees may
reasonably request. The Adviser is paid an annual service fee at the rate of up
to 0.05% of the value of average daily net assets of the shares of each Fund.

ADMINISTRATION

State Street Bank and Trust Company ("State Street"), whose principal
business address is 225 Franklin Street, Boston, Massachusetts, 02110, serves as
sub-administrator for the Trust, pursuant to a sub-administration agreement (the
"Sub-Administration Agreement") with the Adviser and the Trust.

Under the Sub-Administration Agreement, State Street has agreed to oversee
the computation of each Fund's net asset value, net income and realized capital
gains, if any; furnish statistical and research data, clerical services, and
stationery and office supplies; prepare and file various reports with the
appropriate regulatory agencies; and prepare various materials required by the
Securities and Exchange Commission. For providing these services, State Street
receives a fee which is calculated daily and paid monthly at an annual rate
based on the average daily net assets of each Fund as follows: 0.06% on the
first $750 million of net assets, plus 0.04% for net assets between $750 million
and $1.5 billion, plus 0.02% on net assets over $1.5 billion. There is a minimum
charge of $85,000 per fund.

CUSTODIAN

State Street is the custodian of each Fund's assets pursuant to a
custodian agreement (the "Custody Contract") with the Trust. State Street is
also the custodian with respect to the custody of foreign securities held by the
Funds. Under the Custody Contract, State Street (i) holds and transfers
portfolio securities on account of each Fund, (ii) accepts receipts and makes
disbursements of money on behalf of each Fund, (iii) collects and receives all
income and other payments and distributions on account of each Fund's securities
and (iv) makes periodic reports to the Board of Trustees concerning the Funds'
operations.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

State Street serves as the transfer agent and dividend disbursing agent
for the Funds.

COUNSEL

The law firm of Paul, Hastings, Janofsky & Walker LLP, 345 California
Street, San Francisco, California 94104, has passed upon certain legal matters
in connection with the shares offered by the Funds and serves as counsel to the
Trust.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 333 Market Street, San Francisco, California
94105, serves as the independent accountants for the Trust, providing audit and
accounting services including: examination of each Fund's annual financial
statements, assistance and consultation with respect to the preparation of
filings with the Securities and Exchange Commission; and preparation of income
tax returns.

BROKERAGE ALLOCATIONS AND OTHER PRACTICES

Subject to the general supervision of the Trustees, each Sub-Adviser makes
decisions with respect to and places orders for all purchases and sales of
portfolio securities for the Funds.

Transactions on U.S. stock exchanges involve the payment of negotiated
brokerage commissions. On exchanges on which commissions are negotiated, the
cost of transactions may vary among different brokers.

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<PAGE> 90
Over-the-counter issues, including corporate debt and government
securities, are normally traded on a "net" basis (i.e., without commission)
through dealers, or otherwise involve transactions directly with the issuer of
an instrument. With respect to over-the-counter transactions, each Sub-Adviser
will normally deal directly with dealers who make a market in the instruments
involved except in those circumstances where more favorable prices and execution
are available elsewhere. The cost of foreign and domestic securities purchased
from and sold to dealers include a dealer's mark-up or mark-down.

Each Sub-Adviser will place portfolio transactions with a view to
receiving the best price and execution.

Transactions may be placed with brokers who provide the relevant
Sub-Adviser with investment research, such as reports concerning individual
issuers, industries and general economic and financial trends and other research
services. The Sub-Advisory Agreement permits each Sub-Adviser to cause the Funds
to pay a broker or dealer which furnishes brokerage and research services a
higher commission than that which might be charged by another broker or dealer
for effecting the same transaction, provided that the relevant Sub-Adviser
determines in good faith that such commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either the particular transaction or the overall
responsibilities of the Sub-Adviser to the Fund(s).

Supplementary research information so received is in addition to, and not
in lieu of, services required to be performed by each Sub-Adviser and does not
reduce the advisory fees payable to any Sub-Adviser. It is possible that certain
of the supplementary research or other services received will primarily benefit
one or more other investment companies or other accounts for which investment
discretion is exercised. Conversely, a Fund may be the primary beneficiary of
the research or services received as a result of portfolio transactions effected
for such other account or investment company.

Investment decisions for each Fund and for other investment accounts
managed by the Sub-Advisers are made independently of each other in the light of
differing conditions. However, the same investment decision may be made for two
or more of such accounts. In such cases, simultaneous transactions are
inevitable. Purchases or sales are then averaged as to price and allocated as to
amount in a manner deemed equitable to each such account. While in some cases
this practice could have a detrimental effect on the price or value of the
security as far as a Fund is concerned, in other cases it is believed to be
beneficial to a Fund. To the extent permitted by law, the Sub-Advisers may
aggregate the securities to be sold or purchased for a Fund with those to be
sold or purchased for other investment companies or accounts in executing
transactions.

Portfolio securities will not be purchased from or sold to the Adviser,
any Sub-Adviser, the Distributor or any affiliated person (as defined in the
1940 Act) of the foregoing entities except to the extent permitted by Securities
and Exchange Commission exemptive order or by applicable law. A Fund will not
purchase securities during the existence of any underwriting or selling group
relating to such securities of which the Adviser, Sub-Adviser or any affiliated
person (as defined in the 1940 Act) thereof is a member except pursuant to
procedures adopted by the Trust's Board of Trustees in accordance with Rule
10f-3 under the 1940 Act.

CODES OF ETHICS

The Trust, the Adviser, each Sub-Adviser and the Distributor each have
adopted a code of ethics as required by applicable law, which is designed to
prevent affiliated persons of the Trust, the Adviser, each Sub-Adviser and the
Distributor from engaging in deceptive, manipulative or fraudulent activities in
connection with securities held or to be acquired by the Funds (which may also
be held by persons subject to the codes of ethics). There can be no assurance
that the codes of ethics will be effective in preventing such activities. Each
code of ethics, filed as exhibits to this registration statement, may be
examined at the office of the SEC in Washington, D.C. or on the Internet from
the SEC's website at http://www.sec.gov.

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<PAGE> 91
INFORMATION CONCERNING SHARES

The Trust is a Delaware business trust. Under the Declaration of Trust,
the beneficial interest in the Trust may be divided into an unlimited number of
full and fractional transferable shares. The Declaration of Trust authorizes the
Board of Trustees to classify or reclassify any unissued shares of the Trust
into one or more classes by setting or changing, in any one or more respects,
their respective designations, preferences, conversion or other rights, voting
powers, restrictions, limitations, qualifications and terms and conditions of
redemption. Currently, the Trust's Board of Trustees has authorized the issuance
of an unlimited number of shares of beneficial interest in the Trust,
representing interests in eight separate series, each of which is a Fund. Each
Fund currently offers one class of shares.

In the event of a liquidation or dissolution of the Trust, shareholders of
a particular Fund would be entitled to receive the assets available for
distribution belonging to such Fund, and a proportionate distribution, based
upon the relative net asset values of the Funds, of any general assets not
belonging to any particular Fund which are available for distribution.
Shareholders of a Fund are entitled to participate in the net distributable
assets of the particular Fund involved in liquidation, based on the number of
shares of the Fund that are held by each shareholder.

Shares of the Trust have noncumulative voting rights and, accordingly, the
holders of more than 50% of the Trust's outstanding shares (irrespective of
class) may elect all of the Trustees. Shares have no preemptive rights and only
such conversion and exchange rights as the Board may grant in its discretion.
When issued for payment as described in the Prospectus, shares will be fully
paid and non-assessable by the Trust.

Shareholder meetings to elect Trustees will not be held unless and until
such time as required by law. At that time, the Trustees then in office will
call a shareholders' meeting to elect Trustees. Except as set forth above, the
Trustees will continue to hold office and may appoint successor Trustees.
Meetings of the shareholders shall be called by the Trustees upon the written
request of shareholders owning at least 10% of the outstanding shares entitled
to vote.

PURCHASE, REDEMPTION AND PRICING OF SHARES

PURCHASE AND REDEMPTION INFORMATION

Purchases and redemptions are discussed in the Funds' Prospectus and such
information is incorporated herein by reference.

RETIREMENT PLANS. Shares of any of the Funds may be purchased in
connection with various types of tax deferred retirement plans, including
individual retirement accounts ("IRAs"), 401(k) plans, deferred compensation for
public schools and charitable organizations (403(b) plans) and simplified
employee pension IRAs (SEP-IRAs). An individual or organization considering the
establishment of a retirement plan should consult with an attorney and/or an
accountant with respect to the terms and tax aspects of the plan. A $10.00
annual custodial fee is also charged on IRAs. This custodial fee is due by
December 15 of each year and may be paid by check or shares liquidated from a
shareholder's account.

IN-KIND PURCHASES. Payment for shares may, in the discretion of the
relevant Sub-Adviser, be made in the form of securities that are permissible
investments for the Funds as described in the Prospectus. For further
information about this form of payment please contact the Adviser. In connection
with an in-kind securities payment, a Fund will require, among other things,
that the securities (a) meet the investment objectives and policies of the
Funds; (b) are acquired for investment and not for resale; (c) are liquid
securities that are not restricted as to transfer either by law or liquidity of
markets; (d) have a value that is readily ascertainable by a listing on a
nationally recognized securities exchange; and (e) are valued on the day of
purchase in accordance with the pricing methods used by the Fund and that the
Fund receive satisfactory assurances that (i) it will have good and marketable

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<PAGE> 92
title to the securities received by it; (ii) that the securities are in proper
form for transfer to the Fund; and (iii) adequate information will be provided
concerning the basis and other tax matters relating to the securities.

REDEMPTION IN-KIND. Redemption proceeds are normally paid in cash;
however, each Fund reserves the right to pay the redemption price in whole or
part by a distribution in kind of securities from the portfolio of the
particular Fund, in lieu of cash. Redemption in-kind will be made in conformity
with applicable rules of the Securities and Exchange Commission taking such
securities at the same value employed in determining net asset value and
selecting the securities in a manner the Board of Trustees determines to be fair
and equitable. The Trust has elected to be governed by Rule 18f-1 under the 1940
Act under which the Fund is obligated to redeem shares for any one shareholder
in cash only up to the lesser of $250,000 or 1% of the class' net asset value
during any 90-day period. If shares are redeemed in kind, the redeeming
shareholder might incur transaction costs in converting the assets into cash.

OTHER REDEMPTION INFORMATION. The Funds reserve the right to suspend or
postpone redemptions during any period when: (i) trading on the New York Stock
Exchange (the "NYSE") is restricted by applicable rules and regulations of the
Securities and Exchange Commission; (ii) the NYSE is closed for other than
customary weekend and holiday closings; (iii) the Securities and Exchange
Commission has by order permitted such suspension or postponement for the
protection of the shareholders; or (iv) an emergency, as determined by the
Securities and Exchange Commission, exists, making disposal of portfolio
securities or valuation of net assets of a Fund not reasonably practicable.

The Funds may involuntarily redeem an investor's shares if the net asset
value of such shares is less than $10,000; provided that involuntary redemptions
will not result from fluctuations in the value of an investor's shares. A notice
of redemption, sent by first-class mail to the investor's address of record,
will fix a date not less than 60 days after the mailing date, and shares will be
redeemed at the net asset value at the close of business on that date unless
sufficient additional shares are purchased to bring the aggregate account value
up to $10,000 or more. A check for the redemption proceeds payable to the
investor will be mailed to the investor at the address of record.

TAXES

The following summarizes certain additional federal and state income tax
considerations generally affecting the Funds and their shareholders that are not
described in the Funds' Prospectus. No attempt is made to present a detailed
explanation of the tax treatment of the Funds or their shareholders, and the
discussion here and in the Prospectus is not intended as a substitute for
careful tax planning. This discussion is based upon present provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), the regulations
promulgated thereunder, and judicial and administrative ruling authorities, all
of which are subject to change, which change may be retroactive. Prospective
investors should consult their own tax advisors with regard to the federal tax
consequences of the purchase, ownership and disposition of Fund shares, as well
as the tax consequences arising under the laws of any state, foreign country, or
other taxing jurisdiction.

TAX STATUS OF THE FUNDS

Each Fund intends to elect and qualify to be taxed separately as a
regulated investment company under the Code. As a regulated investment company,
each Fund generally is exempt from federal income tax on its net investment
income and realized capital gains which it distributes to shareholders, provided
that it distributes an amount equal to the sum of (a) at least 90% of its
investment company taxable income (net investment income and the excess of net
short-term capital gain over net long-term capital loss), if any, for the year
and (b) at least 90% of its net tax-exempt interest income, if any, for the year
(the "Distribution Requirement") and satisfies certain other requirements of the
Code that are described below. Distributions of investment company taxable
income and net tax-exempt interest income made during the taxable year or, under
specified circumstances, within twelve months after the close of the taxable
year will satisfy the Distribution Requirement.

In addition to satisfaction of the Distribution Requirement, each Fund
must derive with respect to a taxable year at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans and

25
<PAGE> 93
gains from the sale or other disposition of stock or securities or foreign
currencies, or from other income derived with respect to its business of
investing in such stock, securities, or currencies (the "Income Requirement").

In addition to the foregoing requirements, at the close of each quarter of
its taxable year, at least 50% of the value of each Fund's assets must consist
of cash and cash items, U.S. Government securities, securities of other
regulated investment companies, and securities of other issuers (as to which a
Fund has not invested more than 5% of the value of its total assets in
securities of such issuer and as to which a Fund does not hold more than 10% of
the outstanding voting securities of such issuer) and no more than 25% of the
value of each Fund's total assets may be invested in the securities of any one
issuer (other than U.S. Government securities and securities of other regulated
investment companies), or in two or more issuers which such Fund controls and
which are engaged in the same or similar trades or businesses.

If for any taxable year any Fund does not qualify as a regulated
investment company, all of its taxable income will be subject to tax at regular
corporate rates without any deduction for distributions to shareholders. In such
event, all distributions (whether or not derived from exempt-interest income)
would be taxable as ordinary income and would be eligible for the dividends
received deduction in the case of corporate shareholders to the extent of such
Fund's current and accumulated earnings and profits.

Although a Fund expects to qualify as a "regulated investment company" and
to be relieved of all or substantially all federal income taxes, depending upon
the extent of its activities in states and localities in which its offices are
maintained, in which its agents or independent contractors are located or in
which it is otherwise deemed to be conducting business, a Fund may be subject to
the tax laws of such states or localities.

TAXATION OF FUND DISTRIBUTIONS

Distributions of net investment income received by a Fund from investments
in debt securities and any net realized short-term capital gains distributed by
a Fund will be taxable to shareholders as ordinary income and will not be
eligible for the dividends received deduction for corporations.

Each Fund intends to distribute to shareholders any excess of net
long-term capital gain over net short-term capital loss ("net capital gain") for
each taxable year. Such gain is distributed as a capital gain dividend and is
taxable to shareholders as gain from the sale or exchange of a capital asset
held for more than one year, regardless of the length of time a shareholder has
held his or her Fund shares and regardless of whether the distribution is paid
in cash or reinvested in shares. The Funds expect that capital gain dividends
will be taxable to shareholders as long-term gain. Capital gain dividends are
not eligible for the dividends received deduction.

In the case of corporate shareholders, distributions of a Fund for any
taxable year generally qualify for the dividends received deduction to the
extent of the gross amount of "qualifying dividends" received by such Fund for
the year and if certain holding period requirements are met. Generally, a
dividend will be treated as a "qualifying dividend" if it has been received from
a domestic corporation.

Amounts not distributed on a timely basis in accordance with a calendar
year distribution requirement are subject to a nondeductible 4% excise tax. To
prevent imposition of the excise tax, a Fund must distribute during each
calendar year an amount equal to the sum of (1) at least 98% of its ordinary
income (not taking into account any capital gains or losses) for the calendar
year, (2) at least 98% of its capital gains in excess of its capital losses
(adjusted for certain ordinary losses, as prescribed by the Code) for the
one-year period ending on October 31 of the calendar year, and (3) any ordinary
income and capital gains for previous years that was not distributed during
those years. A distribution will be treated as paid on December 31 of the
current calendar year if it is declared by a Fund in October, November or
December with a record date in such a month and paid by a Fund during January of
the following calendar year. Such distributions will be taxable to shareholders
in the calendar year in which the distributions are declared, rather than the
calendar year in which the distributions are received. To prevent application of
the excise tax, a Fund intends to make its distributions in accordance with the
calendar year distribution requirement.

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<PAGE> 94
Shareholders will be advised annually as to the federal income tax
consequences of distributions made by the Funds each year.

DISPOSITION OF SHARES

Upon a redemption, sale or exchange of his or her shares, a shareholder
will realize a taxable gain or loss depending upon his or her basis in the
shares. Such gain or loss will be treated as capital gain or loss if the shares
are capital assets in the shareholder's hands and will be long-term or
short-term, generally, depending upon the shareholder's holding period for the
shares. Any loss realized on a redemption, sale or exchange will be disallowed
to the extent the shares disposed of are replaced (including through
reinvestment of dividends) within a period of 61 days beginning 30 days before
and ending 30 days after the shares are disposed of. In such a case, the basis
of the shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a shareholder on the sale of Fund shares held by the shareholder for
six months or less will be treated as a long-term capital loss to the extent of
any distributions of net capital gains received or treated as having been
received by the shareholder with respect to such shares and treated as long-term
capital gains. Furthermore, a loss realized by a shareholder on the redemption,
sale or exchange of shares of a Fund with respect to which exempt-interest
dividends have been paid will, to the extent of such exempt-interest dividends,
be disallowed if such shares have been held by the shareholder for six months or
less.

INFORMATION RELATING TO FOREIGN INVESTMENTS

Income received by a Fund from sources within foreign countries may be
subject to withholding and other foreign taxes. The payment of such taxes will
reduce the amount of dividends and distributions paid to the Funds'
shareholders. So long as a Fund qualifies as a regulated investment company,
certain distribution requirements are satisfied, and more than 50% of the value
of the Fund's assets at the close of the taxable year consists of securities of
foreign issuers, the Fund may elect, subject to limitation, to pass through its
foreign tax credits to its shareholders. The Fund may qualify for and make this
election in some, but not necessarily all, of its taxable years. If a Fund were
to make an election, an amount equal to the foreign income taxes paid by the
Fund would be included in the income of its shareholders and the shareholders
would be entitled to credit their portions of this amount against their U.S. tax
due, if any, or to deduct such portions from their U.S. taxable income, if any.
Shortly after any year for which it makes such an election, a Fund will report
to its shareholders, in writing, the amount per share of such foreign tax that
must be included in each shareholder's gross income and the amount which will be
available for deduction or credit. No deduction for foreign taxes may be claimed
by a shareholder who does not itemize deductions. Certain limitations are
imposed on the extent to which the credit (but not the deduction) for foreign
taxes may be claimed.

Shareholders who choose to utilize a credit (rather than a deduction) for
foreign taxes will be subject to limitations, including the restriction that the
credit may not exceed the shareholder's United States tax (determined without
regard to the availability of the credit) attributable to his or her total
foreign source taxable income. For this purpose, the portion of dividends and
distributions paid by the Fund from its foreign source income will be treated as
foreign source income. The Fund's gains and losses from the sale of securities
will generally be treated as derived from United States sources and certain
foreign currency gains and losses likewise will be treated as derived from
United States sources. The limitation on the foreign tax credit is applied
separately to foreign source "passive income", such as the portion of dividends
received from the Fund which qualifies as foreign source income. In addition,
only a portion of the foreign tax credit will be allowed to offset any
alternative minimum tax imposed on corporations and individuals. Because of
these limitations, shareholders may be unable to claim a credit for the full
amount of their proportionate shares of the foreign income taxes paid by the
Fund.

Certain Funds may invest in shares of foreign corporations that may be
classified under the Code as passive foreign investment companies ("PFICs"). In
general, a foreign corporation is classified as a PFIC if at least one-half of
its assets constitute passive assets, or 75% or more of its gross passive
income. If a Fund receives a so-called "excess distribution" with respect to
PFIC stock, the Fund itself may be subject to a tax on a portion of the excess
distribution, whether or not the corresponding income is distributed by the Fund
to shareholders. In general, under the PFIC rules, an excess distribution is
treated as having been realized ratably over the period during which the

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<PAGE> 95
Fund held the PFIC shares. Each Fund will itself be subject to tax on the
portion, if any, of an excess distribution that is so allocated to prior Fund
taxable years and an interest factor will be added to the tax, as if the tax had
been payable in such prior taxable years. Certain distributions from a PFIC as
well as gain from the sale of PFIC shares are treated as excess distributions.
Excess distributions are characterized as ordinary income even though, absent
application of the PFIC rules, certain excess distributions might have been
classified as capital gain.

The Funds may be eligible to elect alternative tax treatment with respect
to PFIC shares. Under an election that currently is available in some
circumstances, a Fund generally would be required to include in its gross income
its share of the earnings of a PFIC on a current basis, regardless of whether
distributions were received from the PFIC in a given year. If this election were
made, the special rules, discussed above, relating to the taxation of excess
distributions, would not apply. In addition, another election would involve
marking to market the Fund's PFIC shares at the end of each taxable year, with
the result that unrealized gains would be treated as though they were realized
and reported as ordinary income. Any mark-to market losses and any loss from an
actual disposition of Fund shares would be deductible as ordinary losses to the
extent of any net mark-to-market gains included in income in prior years.

Income received by a Fund from sources within foreign countries may be
subject to withholding and other taxes imposed by such countries.

INFORMATION RELATING TO FUND INVESTMENTS

TAXATION OF CERTAIN FINANCIAL INSTRUMENTS. Special rules govern the
federal income tax treatment of financial instruments that may be held by some
of the Funds. These rules may have a particular impact on the amount of income
or gain that the Funds must distribute to their respective shareholders to
comply with the Distribution Requirement and on the income or gain qualifying
under the Income Requirement.

ORIGINAL ISSUE DISCOUNT. The Funds may purchase debt securities with
original issue discount. Original issue discount represents the difference
between the original issue price of the debt instrument and the stated
redemption price at maturity. Original issue discount is required to be accreted
on a daily basis and is considered interest income for federal income tax
purposes and, therefore, such income would be subject to the distribution
requirements applicable to regulated investment companies.

MARKET DISCOUNT. The Funds may purchase debt securities at a discount in
excess of the original issue discount, or at a discount to the stated redemption
price at maturity (for debt securities without original issue discount). This
discount is called "market discount". Market discount is permitted to be
recorded daily or at the time of disposition of the debt security. If market
discount is to be recognized at time of disposition of the debt security,
accrued market discount is recognized to the extent of gain on the disposition
of the debt security.

HEDGING TRANSACTIONS. The taxation of equity options and over-the-counter
options on debt securities is governed by Code section 1234. Pursuant to Code
section 1234, the premium received by a Fund for selling a put or call option is
not included in income at the time of receipt. If the option expires, the
premium is short-term capital gain to the Fund. If the Fund enters into a
closing transaction, the difference between the amount paid to close out its
position and the premium received is short-term capital gain or loss. If a call
option written by a Fund is exercised, thereby requiring the Fund to sell the
underlying security, the premium will increase the amount realized upon the sale
of such security and any resulting gain or loss will be a capital gain or loss,
and will be long-term or short-term depending upon the holding period of the
security. With respect to a put or call option that is purchased by a Fund, if
the option is sold, any resulting gain or loss will be a capital gain or loss,
and will be long-term or short-term, depending upon the holding period of the
option. If the option expires, the resulting loss is a capital loss and is
long-term or short-term, depending upon the holding period of the option. If the
option is exercised, the cost of the option, in the case of a call option, is
added to the basis of the purchased security and, in the case of a put option,
reduces the amount realized on the underlying security in determining gain or
loss.

Any regulated futures and foreign currency contracts and certain options
(namely, nonequity options and dealer equity options) in which a Fund may invest
may be "section 1256 contracts." Gains or losses on section 1256

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<PAGE> 96
contracts are generally considered 60% long-term and 40% short-term capital
gains or losses; however, foreign currency gains or losses arising from certain
section 1256 contracts may be treated as ordinary income or loss. Also, section,
1256 contracts held by a Fund at the end of each taxable year (and generally for
purposes of the 4% excise tax, on October 31 of each year) are
"marked-to-market" with the result that unrealized gains or losses are treated
as though they were realized.

Generally, hedging transactions, if any, undertaken by a Fund may result
in "straddles" for federal income tax purposes. The straddle rules may affect
the character of gains (or losses) realized by the Funds. In addition, losses
realized by a Fund on positions that are part of a straddle may be deferred
under the straddle rules, rather than being taken into account in calculating
the taxable income for the taxable year in which such losses are realized.
Because only a few regulations implementing the straddle rules have been
promulgated, the tax consequences of hedging transactions to the Funds are not
entirely clear. The hedging transactions may increase the amount of short-term
capital gain realized by the Funds which is taxed as ordinary income when
distributed to shareholders.

The Funds may make one or more of the elections available under the Code
which are applicable to straddles. If a Fund makes any of the elections, the
amount, character and timing of the recognition of gains or losses from the
affected straddle positions will be determined under rules that vary according
to the election(s) made. The rules applicable under certain of the elections may
operate to accelerate the recognition of gains or losses from the affected
straddle positions.

Because application of the straddle rules may affect the character of
gains or losses, defer losses and/or accelerate the recognition of gains or
losses from the affected straddle positions, the amount which must be
distributed to shareholders, and which will be taxed to shareholders as ordinary
income or long-term capital gains, may be increased or decreased substantially
as compared to a fund that did not engage in such hedging transactions.

The diversification requirements applicable to the Funds' assets may limit
the extent to which the Funds will be able to engage in transactions in options,
futures or forward contracts.

CONSTRUCTIVE SALES. Recently enacted rules may affect the timing and
character of gain if a Fund engages in transactions that reduce or eliminate its
risk of loss with respect to appreciated financial positions. If the Fund enters
into certain transactions in property while holding substantially identical
property, the Fund would be treated as if it had sold and immediately
repurchased the property and would be taxed on any gain (but not loss) from the
constructive sale. The character of gain from a constructive sale would depend
upon the Fund's holding period in the property. Loss from a constructive sale
would be recognized when the property was subsequently disposed of, and its
character would depend on the Fund's holding period and the application of
various loss deferral provisions of the Code.

CURRENCY FLUCTUATIONS - "SECTION 988" GAINS OR LOSSES. Under the Code,
gains or losses attributable to fluctuations in exchange rates which occur
between the time a Fund accrues receivables or liabilities denominated in a
foreign currency and the time the Fund actually collects such receivables or
pays such liabilities generally are treated as ordinary income and loss.
Similarly, on disposition of debt securities denominated in a foreign currency
and on disposition of certain futures, forward contracts and options, gains or
losses attributable to fluctuations in the value of the foreign currency between
the date of acquisition of the security or contract and the date of disposition
also may be treated as ordinary gain or loss. These gains or losses, referred to
under the Code as "Section 988" gains or losses, may increase or decrease the
amount of a Fund's investment company taxable income to be distributed to its
shareholders as ordinary income.

BACKUP WITHHOLDING

The Trust will be required in certain cases to withhold and remit to the
United States Treasury 31% of taxable distributions, including gross proceeds
realized upon sale or other dispositions paid to any shareholder (i) who has
provided an incorrect tax identification number or no number at all, (ii) who is
subject to backup withholding by the Internal Revenue Service for failure to
report the receipt of taxable interest or dividend income

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<PAGE> 97
properly, or (iii) who has failed to certify that he is not subject to backup
withholding or that he is an "exempt recipient."

OTHER TAXATION

The foregoing discussion relates only to U.S. federal income tax law and
certain state taxes as applicable to U.S. persons (i.e., U.S. citizens and
residents and domestic corporations, partnerships, trusts and estates).
Distributions by the Funds and dispositions of Fund shares also may be subject
to other state and local taxes, and their treatment under state and local income
tax laws may differ from the U.S. federal income tax treatment. Shareholders
should consult their tax advisers with respect to particular questions of U.S.
federal, state and local taxation. Shareholders who are not U.S. persons should
consult their tax advisers regarding U.S. and foreign tax consequences of
ownership of shares of the Fund, including the likelihood that distributions to
them would be subject to withholding of U.S. federal income tax at a rate of 30%
(or at a lower rate under a tax treaty). Future legislative or administrative
changes or court decisions may significantly change the conclusions expressed
herein, and any such changes or decisions may have a retroactive effect with
respect to the transactions contemplated herein.

PERFORMANCE INFORMATION

The 30-day (or one month) standard yield is calculated for the Fixed
Income Fund in accordance with the method prescribed by the SEC for mutual
funds:
YIELD = 2 [( a-b + 1)(6) - 1]
----
cd

Where:
a = dividends and interest earned by the Fund during the period;
b = expenses accrued for the period (net of reimbursements and waivers);
c = average daily number of shares outstanding during the period entitled
to receive dividends;
d = maximum offering price per share on the last day of the period.

For the purpose of determining interest earned on debt obligations
purchased by the Fund at a discount or premium (variable "a" in the formula),
the Fund computes the yield to maturity of such instrument based on the market
value of the obligation (including actual accrued interest) at the close of
business on the last business day of each month, or, with respect to obligations
purchased during the month, the purchase price (plus actual accrued interest).
Such yield is then divided by 360 and the quotient is multiplied by the market
value of the obligation (including actual accrued interest) in order to
determine the interest income on the obligation for each day of the subsequent
month that the obligation is in the portfolio. It is assumed in the above
calculation that each month contains 30 days. The maturity of a debt obligation
with a call provision is deemed to be the next call date on which the obligation
reasonably may be expected to be called or, if none, the maturity date. For the
purpose of computing yield on equity securities held by the Fund, dividend
income is recognized by accruing 1/360 of the stated dividend rate of the
security for each day that the security is held by the Fund.

Interest earned on tax-exempt obligations that are issued without original
issue discount and have a current market discount is calculated by using the
coupon rate of interest instead of the yield to maturity. In the case of
tax-exempt obligations that are issued with original issue discount but which
have discounts based on current market value that exceed the then-remaining
portion of the original issue discount (market discount), the yield to maturity
is the imputed rate based on the original issue discount calculation. On the
other hand, in the case of tax-exempt obligations that are issued with original
issue discount but which have the discounts based on current market value that
are less than the then-remaining portion of the original issue discount (market
premium), the yield to maturity is based on the market value.

With respect to mortgage or other receivables-backed debt obligations
purchased at a discount or premium, the formula generally calls for amortization
of the discount or premium. The amortization schedule will be adjusted monthly
to reflect changes in the market value of such debt obligations. Expenses
accrued for the period (variable "b" in the formula) include all recurring fees
charged by the Fund to all shareholder accounts in proportion to the

30
<PAGE> 98
length of the base period and the Fund's mean (or median) account size.
Undeclared earned income will be subtracted from the offering price per share
(variable "d" in the formula).

TOTAL RETURN

Each Fund that advertises its "average annual total return" computes such
return by determining the average annual compounded rate of return during
specified periods that equates the initial amount invested to the ending
redeemable value of such investment according to the following formula:

P (1 + T)(n) = ERV
Where:
T = average annual total return

ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the 1, 5 or 10 year (or other) periods at the end of the
applicable period (or a fractional portion thereof)

P = hypothetical initial payment of $1,000

n = period covered by the computation, expressed in years.

Each Fund that advertises its "aggregate total return" computes such
returns by determining the aggregate compounded rates of return during specified
periods that likewise equate the initial amount invested to the ending
redeemable value of such investment.

The calculations are made assuming that (1) all dividends and capital gain
distributions are reinvested on the reinvestment dates at the price per share
existing on the reinvestment date, (2) all recurring fees charged to all
shareholder accounts are included, and (3) for any account fees that vary with
the size of the account, a mean (or median) account size in the Fund during the
periods is reflected. The ending redeemable value is determined by assuming
complete redemption of the hypothetical investment after deduction of all
non-recurring charges at the end of the measuring period.

The performance of any investment is generally a function of portfolio
quality and maturity, type of investment and operating expenses.

From time to time, the performance of a Fund may be compared in
publications to the performance of various indices and investments for which
reliable performance data is available. The performance of a Fund may also be
compared in publications to averages, performance rankings, or other information
prepared by recognized mutual fund statistical services.

FINANCIAL STATEMENTS

The Financial Statements 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, including the notes thereto, dated June
30, 2000 have been audited by PricewaterhouseCoopers LLP and are incorporated by
reference into this SAI from the Annual Reports of the Trust dated June 30,
2000. As of the June 30, 2000, the SA U.S. Large Cap Growth Strategy Fund and
the SA U.S. Large Cap Value Strategy Fund had not yet commenced operations.

31
<PAGE> 99

PART C: OTHER INFORMATION

ITEM 23. EXHIBITS

(a)(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.)(4)
(ii) Investment Sub-Advisory Agreement with Dimensional Fund Advisors,
Inc.(4)
(iii) Investment Sub-Advisory Agreement with Enhanced Investment
Technologies, Inc.(8)
(iv) Investment Sub-Advisory Agreement with Roxbury Capital Management,
LLC.(9)
(v) Investment Sub-Advisory Agreement with Martingale Asset Management,
L.P.(8)
(vi) Form of Investment Sub-Advisory Agreement with Alliance Capital
Management L.P.(9)
(e) Distribution Agreement with Assante Capital Management Inc.
(formerly RWB Securities Inc.)(4)
(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(4)
(ii) Transfer Agency and Service Agreement with State Street Bank and
Trust Company(7)
(iii) Shareholder Servicing Agreement(4)
(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(7)
(j)(i) Powers of Attorney dated February 11, 2000(5)
(j)(ii) Power of Attorney dated August 17, 2000(8)
(j)(iii) Consent of PricewaterhouseCoopers LLP.(9)
(k) Not Applicable
(l) Initial Capital Agreement(3)
(m) Not Applicable
(n) Not Applicable
(p)(i) Code of Ethics for the Trust, the Manager and the Distributor(6)
(ii) Amended and Restated Code of Ethics for Dimensional Fund Advisers
Inc.(9)
(iii) Code of Ethics for Enhanced Investment Technologies, Inc.(7)
(iv) Code of Ethics for Roxbury Capital Management, LLC(7)
(v) Code of Ethics for Martingale Asset Management, L.P.(7)
(vi)(a) Code of Ethics for Sanford Bernstein & Co., Inc.(7)
(b) Code of Ethics for Alliance Capital Management L.P. to be filed by
amendment.

(vii) Code of Ethics for DFA Investment Dimensions Group Inc.(9)

-------------------------------

(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.

<PAGE> 100

(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) 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.

(5) 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.

(6) 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.

(7) Incorporated herein by reference from Post-Effective Amendment No. 5 to the
Registration Statement as filed with the Securities and Exchange Commission on
July 25, 2000.

(8) Incorporated herein by reference from Post-Effective Amendment No. 6 to the
Registration Statement as filed with the Securities and Exchange Commission on
August 17, 2000.

(9) Incorporated herein by reference from Post-Effective Amendment No. 7 to the
Registration Statement as filed with the Securities and Exchange Commission on
October 16, 2000.

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

<PAGE> 101

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.

Martingale Asset Management, L.P. and Alliance Capital Management L.P. 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.

Enhanced Investment Technologies, Inc. and Roxbury Capital Management, LLC
perform investment advisory services for registrant with respect to SA U.S.
Large Cap Growth 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., Enhanced
Investment Technologies, Inc., Martingale Asset Management, L.P., Roxbury
Capital Management, LLC and Alliance Capital Management L.P. 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.,
Enhanced Investment Technologies, Inc., Martingale Asset Management, L.P.,
Roxbury Capital Management, LLC 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), Enhanced Investment
Technologies, Inc. (SEC File No. 801-30574), Martingale Asset Management, L.P.
(SEC File No. 801-30067), Roxbury Capital Management, LLC (SEC File No.
801-55521) and Alliance Capital Management L.P. (SEC File No. 801-56720)
pursuant to the Advisers Act.

<PAGE> 102

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Not Applicable

(b)

(1) (2) (3)

NAME AND PRINCIPAL BUSINESS POSITIONS AND POSITIONS AND OFFICES
ADDRESS OFFICES WITH WITH FUND
UNDERWRITER

Patrick Keating Director, Chief Trustee
Assante Capital Management Inc. Executive Officer
1190 Saratoga Avenue and President
Suite 200
San Jose, CA 95129

Alexander B. Potts Chief Compliance President and Chief
Assante Capital Management Inc. Officer Executive Officer
1190 Saratoga Avenue
Suite 200
San Jose, CA 95129

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

(2) Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

(3) Enhanced Investment Technologies, Inc
2401 PGA Blvd., Suite 200
Palm Beach Gardens, FL 33410

(4) Martingale Asset Management, L.P.
222 Berkeley Street
Boston, Massachusetts 02116

<PAGE> 103
(5) Roxbury Capital Management, LLC
100 Wilshire Blvd., Suite 600
Santa Monica, CA 90401

(6) Alliance Capital Management L.P.
767 Fifth Avenue
New York, New York 10153-0185

(7) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

(8) Boston Financial Data Services, Inc.
Two Heritage Drive
North Quincy, Massachusetts 02171

ITEM 29. MANAGEMENT SERVICES

Not Applicable.

ITEM 30. UNDERTAKING

Not Applicable

<PAGE> 104

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. 8 to the Registration Statement meets the
requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of
1933, as amended and the Registrant has duly caused this Post-Effective
Amendment No. 8 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 30th day of October, 2000.

SA FUNDS - INVESTMENT TRUST

By: * /s/ Alexander B. Potts
------------------------
Alexander B. Potts
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:

SIGNATURES TITLE DATE
---------- ----- ----

* /s/ Bryan W. Brown Trustee October 30, 2000
------------------------
Bryan W. Brown

* /s/ Patrick Keating Trustee October 30, 2000
------------------------
Patrick Keating

* /s/ Harold M. Shefrin Trustee October 30, 2000
------------------------
Harold M. Shefrin

* /s/ Mark A. Schimbor Trustee October 30, 2000
------------------------
Mark A. Schimbor

* /s/ Michael Clinton Treasurer and Chief October 30, 2000
------------------------ Financial and Accounting Officer
Michael Clinton

*By: /s/ Michael E. Gillespie
------------------------
Michael E. Gillespie
As Attorney-in-Fact

*filed pursuant to power of attorney.