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As filed with the Securities and Exchange Commission on July 25, 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. 5 / X /
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 7 / X /
SA Funds - Investment Trust
(Formerly known as RWB Funds - Investment Trust)
(Exact Name of Registrant as Specified in Charter)
1190 Saratoga Avenue, Suite 200
San Jose, California 95129
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number (408) 260-3143
Michael Gillespie
Vice President and Associate Counsel
State Street Bank and Trust Company
2 Avenue de LaFayette
Boston, Massachusetts 02111-1724
(Name and Address of Agent for Service)
Copies to:
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, CA 94104-2635
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after this
Registration Statement is declared effective.
It is proposed that this filing will become effective: (check appropriate box)
X immediately upon filing pursuant to paragraph (b)
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on _____________ pursuant to paragraph (b)
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60 days after filing pursuant to paragraph (a)(1)
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75 days after filing pursuant to paragraph (a)(2)
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on pursuant to paragraph (a)(2) of Rule 485.
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If appropriate, check the following box:
This post-effective amendment designates a new effective
------ date for a previously filed post-effective amendment.
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SA FUNDS
SA U.S. LARGE CAP GROWTH STRATEGY FUND
SA U.S. LARGE CAP VALUE STRATEGY FUND
PROSPECTUS
As with all mutual funds, the Securities and Exchange Commission 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.
July 25, 2000
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TABLE OF CONTENTS
<TABLE>
<S> <C>
2 RISK/RETURN SUMMARY
SA U.S. LARGE CAP GROWTH STRATEGY FUND
SA U.S. LARGE CAP VALUE STRATEGY FUND
PERFORMANCE
FEES AND EXPENSES
7 MANAGEMENT
9 YOUR ACCOUNT
11 PRICING OF FUND SHARES
12 DISTRIBUTIONS
13 FEDERAL TAX CONSIDERATIONS
14 MORE ABOUT THE FUNDS
</TABLE>
BACK COVER FOR ADDITIONAL INFORMATION
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RISK/RETURN SUMMARY
This Risk/Return Summary briefly describes the goals and principal investment
strategies of the Funds and the principal risks of investing in the Funds. For
further information on these and the Funds' other investment strategies and
risks, please read the section entitled More About the Funds.
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 June 30, 2000, the minimum and maximum market value of companies
in the index were $1.26 billion and $517.78 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 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 that have access to a wide
variety of research. Factors the sub-advisers look for in selecting investments
include:
- A historical record of above-average growth.
- Attractive prices relative to potential growth.
- 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.
Roxbury Capital Management, LLC ("Roxbury") and Enhanced Investment
Technologies, Inc. ("Intech") are each a sub-adviser for the Fund.
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, when the company no longer qualifies as a large company, when they
believe other investments offer better opportunities or in the course of
adjusting its 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 where 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.
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:
- STOCK MARKET RISK: The value of the securities in which the Fund invests
may decline in response to the prospects of individual companies and/or
general economic conditions. Price changes may be temporary or last for
extended periods.
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- 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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- 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.
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 June 30, 2000, the minimum and maximum market value of companies
in the index were $1.11 billion and $517.78 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 company's assets
and prospects for earnings growth. The sub-advisers rely on the knowledge,
experience and judgment of their own staff that 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.
Sanford C. Bernstein & Co., Inc. ("Sanford Berstein") and Martingale Asset
Management, L.P. ("Martingale") are each a sub-adviser for the Fund.
Sanford Bernstein uses a value-based approach using fundamental proprietary
research to identify opportunities. Sanford Bernstein takes a bottom-up approach
to security selection. This approach means seeking investment opportunities by
analyzing fundamental information about a company-factors
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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 relative attractiveness 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 its exposure to a given 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:
- STOCK MARKET RISK: The value of the securities in which the Fund invests
may decline in response to the prospects of individual companies and/or
general economic conditions. Price changes may be temporary or last for
extended periods.
- INVESTMENT STYLE 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.
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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.
[The remainder of this page is intentionally left blank.]
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)
Annual Account Maintenance Fee (for accounts under $100,000) (1).........$100.00
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)
(AS A % OF NET ASSETS)
<TABLE>
<CAPTION>
U.S. LARGE CAP GROWTH U.S. LARGE CAP VALUE
STRATEGY FUND STRATEGY FUND
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<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%
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Total Other Operating Expenses 1.51% 1.51%
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Total Annual Fund Operating Expenses 2.83% 2.83%
Fee Waiver and/or Expense Reimbursement 1.50% 1.50%
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Net Expenses (3) 1.33% 1.33%
</TABLE>
(1) The Funds may deduct an annual maintenance fee of $100.00 from accounts
when a redemption causes the value to be 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 September 30th 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 the Fund's total annual
operating expenses to the amounts shown in the above table. This agreement
will remain in effect until July 7, 2009. 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:
1 YEAR 3 YEARS
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U.S. LARGE CAP GROWTH STRATEGY FUND $136 $424
U.S. LARGE CAP VALUE STRATEGY FUND $136 $424
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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 June 30, 2000, the firm 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 rebalances to ensure that the
appropriate mix of assets is in place, and monitors and evaluates specialist
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. The adviser is also the adviser of six other mutual funds.
SUB-ADVISERS
Each sub-adviser, subject to the supervision of the adviser, is responsible for
managing approximately 40% to 60% of the assets of the applicable Fund. The
adviser has engaged the following sub-advisers:
U.S. Large Cap Growth Strategy Fund
ENHANCED INVESTMENT TECHNOLOGIES, INC.
("INTECH"), 2401 PGA Blvd., Suite 200, Palm Beach Gardens, FL 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 June 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, CA 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 $13.5 billion in assets as of June 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.
U.S. Large Cap Value Strategy Fund
MARTINGALE ASSET MANAGEMENT, L.P.
("Martingale"), 222 Berkeley Street, Boston, MA 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 $1.37
billion in assets as of June 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.
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SANFORD C. BERNSTEIN & CO., INC. ("Bernstein"), 767 Fifth Avenue, New York, NY
10153-0185, serves as a sub-adviser to the Fund. Founded in 1967, Bernstein is a
closely held corporation organized under the laws of the State of New York.
Bernstein is a registered investment adviser that managed approximately $81
billion in assets as of June 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.
Bernstein's parent company, Sanford C. Bernstein Inc., a Delaware holding
company, entered into an agreement on June 20, 2000 with Alliance Capital
Management L.P. ("Alliance") pursuant to which they will combine with Alliance.
The transaction is expected to close in the fourth quarter 2000. Since the
transaction is in the form of an acquisition by Alliance, Sanford C. Bernstein
Inc. will seek, prior to the closing, its clients' consents in connection with
the continuing provision of investment management services.
PORTFOLIO MANAGERS
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.
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.
SANFORD C. BERNSTEIN & CO, INC.
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>
U.S. Large Cap Growth Strategy Fund 1.32%
U.S. Large Cap Value Strategy Fund 1.32%
</TABLE>
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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 an account
application.
If you purchase shares through an omnibus account maintained by a securities
firm, 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
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. Proper form means when 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 receive 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
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
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Funds are an open-end management investment company with multiple portfolios
advised by State Street Bank and Trust Company, 225 Franklin Street, Boston MA
02110, and is 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.
- SA Funds may delay sending your redemption proceeds for up to
seven days, or longer if permitted by the Securities and
Exchange Commission.
- If accepted by a Fund, you may purchase shares of a Fund with
securities that the Fund may hold. The sub-adviser will
determine if the securities are consistent with that Fund's
objectives and policies. If accepted, the securities will be
valued the same way a Fund values portfolio securities that it
already owns.
- 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.
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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 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.
The NAV of each Fund is generally based on the market value of the securities
held in the Fund. If market values are not readily available or if a
sub-adviser believes that events occurring after the close of a foreign exchange
have rendered the quotations unreliable, the Fund may use fair-value estimates
instead. A Fund that uses fair value to price securities may value those
securities higher or lower than a fund that uses market quotations. If such
events materially affect the value of portfolio securities, these securities may
be valued at their fair value as determined in good faith by, or following
procedures approved by, the Board of Trustees.
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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.
Each Fund pays dividends, if any, at least 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.
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FEDERAL TAX CONSIDERATIONS
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.
Shareholders not subject to tax on their income generally will not be required
to pay any tax on 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 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 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 of a Fund just before the Fund makes any distribution, you
will pay the full price for the shares and then receive back a portion of the
money you have just invested in the form of a taxable distribution.
If you have not provided complete, correct taxpayer information (i.e. your
social security number) by law the Funds must withhold a portion of your
distributions and redemption proceeds to pay federal income taxes.
Dividends and certain interest income earned from foreign securities by a Fund
may be subject to foreign withholding or other taxes. A Fund may be permitted to
pass on to its shareholders the right to a credit or deduction for income or
other tax credits earned from foreign investments and will do so if possible.
These deductions and credits may be subject to tax law limitations.
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MORE ABOUT THE FUNDS
The Funds' principal investment strategies and risks are summarized above in the
section entitled "Risk/Return Summary". A more complete description of each
Fund's investments and strategies and their associated risks is provided below.
The Funds may also invest in other securities and are subject to further
restrictions and risks that are described in the Fund's Statement of Additional
Information ("SAI"). Each Fund's objective may be changed without shareholder
approval.
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
depository 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 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 1940 Act.
SPECIAL RISKS. As a shareholder of another investment company, a Fund would
be subject to the same risks as any other investor in that fund. In
addition, it would bear a proportionate share of any fees and expenses paid
by that 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 the 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.
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<PAGE> 17
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.
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 advisor
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 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.
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<PAGE> 18
FOR MORE INFORMATION
More information on the SA Funds is available free upon request, including the
following:
STATEMENT OF ADDITIONAL INFORMATION (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 (legally considered part of
this prospectus).
TO RECEIVE A FREE COPY OF THIS PROSPECTUS, OR THE SAI, OR TO OBTAIN INFORMATION
PLEASE CONTACT:
BY TELEPHONE
Call 1-800-366-7266
BY MAIL
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
20549-0102. 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
SA FUNDS - INVESTMENT TRUST
SEC FILE NUMBER: 811-09195
<PAGE> 19
SA FUNDS
SA U.S. Large Cap Growth Strategy Fund
SA U.S. Large Cap Value Strategy Fund
STATEMENT OF ADDITIONAL INFORMATION
July 25, 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, two of which are
described in this SAI. This SAI is not a prospectus, and should be read only in
conjunction with the Trust's Prospectus dated July 25, 2000. A copy of the
Prospectus may be obtained by calling (800) 366-7266.
<PAGE> 20
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
History and General Information.............................................................................3
Description of the Funds and Their Investments and Risks....................................................3
Investment Strategies and Risks....................................................................3
Fund Policies......................................................................................8
Management of the Trust.....................................................................................9
Trustees and Officers.............................................................................10
Compensation Table................................................................................12
Investment Advisory and Other Services.....................................................................12
Investment Adviser and Sub-Advisers...............................................................12
Distributor.......................................................................................13
Shareholder Servicing Arrangements................................................................14
Administration....................................................................................14
Custodian.........................................................................................14
Transfer Agent and Dividend Disbursing Agent......................................................14
Counsel...........................................................................................14
Independent Auditors..............................................................................14
Brokerage Allocations and Other Practices..................................................................15
Code of Ethics.............................................................................................16
Information Concerning Shares..............................................................................16
Purchase, Redemption and Pricing of Shares.................................................................16
Purchase and Redemption Information...............................................................16
Taxes ..................................................................................................17
Tax Status of the Funds...........................................................................17
Taxation of Fund Distributions....................................................................18
Disposition of Shares.............................................................................19
Information Relating to Fund Investments..........................................................19
Backup Withholding................................................................................20
Other Taxation....................................................................................20
Performance Information....................................................................................21
Total Return......................................................................................21
</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.
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<PAGE> 21
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 U.S. Large Cap Growth Strategy
Fund and 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"). Enhanced
Investment Technologies, Inc. and Roxbury Capital Management, LLC each serve as
a sub-adviser for the SA U.S. Large Cap Growth Strategy Fund. Martingale Asset
Management, L.P. and Sanford C. Bernstein & Co., Inc. each serve as a
sub-adviser for the SA U.S. Large Cap Value Strategy Fund (each, a
"Sub-Adviser").
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 DEPOSITORY RECEIPTS ("ADRs"). Each Fund may purchase ADRs
which are U.S. dollar-denominated receipts representing shares of foreign-based
operations. ADRs are issued by U.S. bank or trust companies, and entitle the
holder to call 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 of borrowing over the stated interest rate.
Each Fund may, in connection with permissible borrowings, transfer as collateral
securities owned by the Funds.
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
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,
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<PAGE> 22
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 an 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 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.
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<PAGE> 23
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 option, 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 pursuant to guidelines established by the Board of Trustees.
It is possible that unregistered 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 currently intends to limit its investments in securities issued by
other investment companies so that, as determined immediately after a purchase
of such
5
<PAGE> 24
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.
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, suffer a loss to the extent of the default. The Funds invest in
variable amount master notes only when a Sub-Adviser deems the investment to
involve minimal credit risk.
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).
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<PAGE> 25
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 depositary. 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.
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 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.
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.
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<PAGE> 26
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 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.
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
8
<PAGE> 27
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.
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.
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<PAGE> 28
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>
PRINCIPAL OCCUPATION(S) DURING
NAME, ADDRESS AND DATE OF BIRTH POSITION(S) HELD WITH FUND PAST 5 YEARS
------------------------------- -------------------------- ------------
<S> <C> <C>
Bryan W. Brown Trustee Self Employed Management Consultant
950 Hayman Place (since 1992).
Los Altos, CA 94024
DOB: 02/09/45
John J. Bowen, Jr.* Chairman of the Board of Chief Executive Officer and President,
1190 Saratoga Avenue, Suite 200 Trustees, President and Chief Assante Capital Management Inc. (holding
San Jose, CA 95120 Executive Officer company) (since July 1998); Chief
DOB: 10/01/55 Executive Officer, Registered Principal
and President, Assante Capital Management
Inc. (formerly RWB Securities Inc.)
(since July 1998); Chief Executive
Officer and President, Assante Asset
Management Inc. (formerly RWB Advisory
Services Inc.) (since July 1998); Chief
Executive Officer, Registered Principal
and President, Reinhardt Werba Bowen
Securities, Inc. (December 1993 to
October 1998); Chief Executive Officer,
Director and President, Reinhardt, Werba,
Bowen, Inc. (investment adviser) (July
1980 to October 1998).
Patrick Keating* Trustee Director, Assante Corporation (financial
Commodity Exchange Tower services company) (since September 1998);
1500-360 Main Street President and Chief Executive Officer,
Winnipeg, Manitoba, Canada, Loring Ward Investment Counsel Ltd.
R3C3Z3 ("Loring Ward") (since September 1998);
DOB: 12/21/54 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).
Harold M. Shefrin Trustee Professor of Finance, Santa Clara
Leavey School of Business University (since 1990).
Santa Clara University
Santa Clara, CA 95053
DOB: 07/27/48
</TABLE>
10
<PAGE> 29
<TABLE>
<S> <C> <C>
Alexander B. Potts Vice President and Secretary Senior Vice President of Advisor Services
1190 Saratoga Avenue, Suite 200 and Investment Operations, Assante Asset
San Jose, CA 95120 Management Inc. (formerly RWB Advisory
DOB: 06/14/67 Services Inc.) (since October 1998); Vice
President of Advisor Services and
Investment Operations, Reinhardt, Werba,
Bowen Inc. (April 1990 - October 1998).
Michael R. Clinton Treasurer and Chief Financial and Treasurer and Chief Financial Officer,
1190 Saratoga Avenue, Suite 200 Accounting Officer Assante Asset Management Inc. (formerly
San Jose, CA 95129 RWB Advisory Services Inc.) (since
DOB: 10/06/66 October 1998); 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).
Ronald G. Reynolds Assistant Secretary and Assistant Chief Operating Officer, Assante Asset
1190 Saratoga Avenue, Suite 200 Treasurer Management Inc. (formerly RWB Advisory
San Jose, CA 95129 Services Inc.) (since July 1998); Chief
DOB: 6/20/41 Operating Officer, Reinhardt, Werba,
Bowen, Inc. (January 1997 to October
1998); Consultant (February 1995 to
January 1997); Vice President
Operations/Corporate Secretary, Coastcom
(telecommunications) (August 1994 to
February 1995); Vice President
Operations, Litton Corporation (February
1967 to August 1994).
</TABLE>
11
<PAGE> 30
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 their trustees for the fiscal year ended June
30, 2000. The aggregate compensation is provided for the Trust, which is
comprised of eight Funds.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION FROM PENSION OR RETIREMENT
NAME OF TRUSTEE THE TRUST BENEFITS
--------------- --------- --------
<S> <C> <C>
Bryan W. Brown $10,000 None
John J. Bowen, Jr. None None
Patrick Keating None None
Harold M. Shefrin $10,000 None
</TABLE>
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, an indirect, 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 1.32% of the average daily net assets of each Fund.
Enhanced Investment Technologies, Inc. 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 is a Delaware limited partnership; and Sanford
C. Bernstein & Co., Inc. is a closely held corporation organized under the laws
of the State of New York, each is a sub-adviser for the SA U.S. Large Cap Value
Strategy Fund. Each is registered with the Securities and Exchange Commission as
an investment adviser.
The Adviser has entered into a sub-advisory agreement (the
"Sub-Advisory Agreement") with each Sub-Adviser. Under the terms of the
Sub-Advisory Agreements, each Sub-Adviser provides sub-advisory services to the
Funds. Subject to supervision of the Adviser, each Sub-Adviser is responsible
for the management of its portion of
12
<PAGE> 31
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-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 day's 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 Adviser pays the Sub-Advisors a fee out of its advisory fee
computed daily and payable monthly at an annual rate based on each Fund's
average daily net assets as set forth below:
<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.
Sanford C. Bernstein & Co., Inc. .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>
The following individuals are affiliated persons of the Trust and of
the Adviser: John J. Bowen, Jr.; Patrick Keating; Alexander B. Potts; Michael R.
Clinton and Ronald G. Reynolds. The capacities in which each such individual is
affiliated with the Trust and the Adviser is set forth above under "Trustees and
Officers."
13
<PAGE> 32
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, CA 95129. The Distributor is an affiliate of AAM. The
Distributor receives no compensation for distribution of the Funds shares.
John J. Bowen, Jr. is an affiliated person 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
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. 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 AUDITORS
14
<PAGE> 33
PricewaterhouseCoopers LLC, 555 California Street, San Francisco,
California 94101, serves as the independent auditors 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.
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 a Sub-Adviser with
investment research, such as reports concerning individual issuers, industries
and general economic and financial trends and other research services. Each
Sub-Advisory Agreement permits the 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 each 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
each Sub-Adviser to the Funds.
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 the 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 a Sub-Adviser 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, each Sub-Adviser 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,
Sub-Advisers, 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-Advisers 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.
15
<PAGE> 34
CODE 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 code of ethics). There can be no assurance
that the code 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.
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. SA
U.S. Large Cap Growth Strategy Fund and SA U.S. Large Cap Value Strategy Fund
currently offer 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 on 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 applicable 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.
16
<PAGE> 35
IN-KIND PURCHASES. Payment for shares may, in the discretion of each
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 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' Prospectuses. 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 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, for its initial tax year, has qualified and intends in the
future 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
17
<PAGE> 36
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 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
18
<PAGE> 37
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.
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 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
19
<PAGE> 38
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
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 U.S. 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 gain, 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.
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 properly,
or (iii) who has failed to certify that he is not subject to backup withholding
or that he is an "exempt recipient."
20
<PAGE> 39
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
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.
21
<PAGE> 40
PART C: OTHER INFORMATION
ITEM 23. EXHIBITS
(i) Agreement and Declaration of Trust(1)
(ii) Amendment to Agreement and Declaration of Trust(3)
(b) (i) By-Laws(1)
(ii) Amendment to By-Laws(3)
(c) Not Applicable
(d) (i) Investment Advisory and Administrative Services Agreement with
Assante Asset Management Inc. (formerly RWB Advisory Services
Inc.)(4)
(ii) Investment Sub-Advisory Agreement with Dimensional Fund Advisors,
Inc. (4)
(iii) Form of Investment Sub-Advisory Agreement with Enhanced Investment
Technologies, Inc., is filed herein.
(iv) Form of Investment Sub-Advisory Agreement with Roxbury Capital
Management, LLC is filed herein.
(v) Form of Investment Sub-Advisory Agreement with Martingale Asset
Management, L.P., is filed herein.
(vi) Form of Investment Sub-Advisory Agreement with Sanford C.
Bernstein & Co., Inc., is filed herein.
(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 is filed herein.
(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 is filed herein.
(j) (i) Powers of Attorney(2)
(ii) Powers of Attorney(5)
(k) Not Applicable
(l) Initial Capital Agreement(3)
(m) Not Applicable
(n) Multi-Class Plan(3)
(p) (i) Code of Ethics for the Trust, the Manager and the Distributor(6)
(ii) Code of Ethics for Dimensional Fund Advisers, Inc., is filed
herein.
(iv) Code of Ethics for Enhanced Investment Technologies, Inc., is
filed herein.
(v) Code of Ethics for Roxbury Capital Management, LLC is filed
herein.
(vi) Code of Ethics for Martingale Asset Management, L.P. is filed
herein.
(vii) Code of Ethics for Sanford Bernstein & Co., Inc., is filed herein.
-------------------------------
<PAGE> 41
(1) Incorporated herein by reference from Registrant's Registration Statement on
Form N-1A (the "Registration Statement") (File Nos. 333-70423, 811-09195) as
filed with the U.S. Securities and Exchange Commission on January 11, 1999.
(2) Incorporated herein by reference from Pre-Effective Amendment No. 1 to the
Registration Statement as filed with the Securities and Exchange Commission on
June 9, 1999.
(3) Incorporated herein by reference from Pre-Effective Amendment No. 2 to the
Registration Statement as filed with the Securities and Exchange Commission on
July 15, 1999.
(4) 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.
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
Not applicable.
ITEM 25. INDEMNIFICATION
Indemnification of Registrant's principal underwriter against certain
losses is provided for in the Distribution Agreement incorporated herein by
reference to Exhibit (e) hereto.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant, Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The Trustees shall not be responsible or liable in any event for any
neglect or wrong-doing of any officer, agent, employee, Investment Adviser or
principal underwriter of the Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee, and the Trust out of its assets shall
indemnify and hold harmless each and every Trustee from and against any and all
claims, demands and expenses (including reasonable attorneys' fees) whatsoever
arising out of or related to each Trustee's performance of his or her duties as
a Trustee of the Trust; provided that nothing herein contained shall indemnify,
hold harmless or protect any Trustee from or against any liability to the Trust
or any Shareholder to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
Every note, bond, instrument, certificate or undertaking and every
other act or thing whatsoever issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
<PAGE> 42
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 Sanford C. Bernstein & Co., Inc. perform
investment advisory services for Registrant with respect to SA U.S. Large Cap
Value Strategy Fund and other investment companies and institutional and
individual investors.
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 Sanford C. Bernstein & Co., Inc. are investment
advisers registered under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"). The list required by this Item 26 of directors, officers or
partners of Assante Asset Management Inc., Dimensional Fund Advisors Inc.,
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 Sanford C. Bernstein & Co., Inc. (SEC File No. 801-10488)
pursuant to the Advisers Act.
<PAGE> 43
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Not Applicable
(b)
<TABLE>
<CAPTION>
(1) (2) (3)
NAME AND PRINCIPAL BUSINESS POSITIONS AND OFFICES WITH POSITIONS AND OFFICES
ADDRESS UNDERWRITER WITH FUND
<S> <C> <C> <C>
John J. Bowen, Jr. Chief Executive Officer, Chief Executive Officer,
Assante Capital Management Registered Principal and President and Trustee
Inc. President
1190 Saratoga Avenue
Suite 200
San Jose, CA 95129
</TABLE>
(c) Not Applicable
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
(5) Roxbury Capital Management, LLC
100 Wilshire Blvd., Suite 600
Santa Monica, CA 90401
(6) Sanford C. Bernstein & Co., Inc.
767 Fifth Avenue
New York, New York 10153-0185
<PAGE> 44
(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> 45
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. 5 to the Registration Statement meets the
requirements for effectiveness pursuant to Rule 485(a) of the Securities Act of
1933, as amended and the Registrant has duly caused this Post-Effective
Amendment No. 5 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 25th day of July, 2000.
SA FUNDS - INVESTMENT TRUST
By: * /s/ John J. Bowen, Jr.
------------------------------------
John J. Bowen, Jr.
President and Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed below by the
following person in the capacities and on the date indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
* /s/ John J. Bowen, Jr. Chairman of the Board July 25, 2000
------------------------ of Trustees
John J. Bowen, Jr.
* /s/ Bryan W. Brown Trustee July 25, 2000
--------------------
Bryan W. Brown
* /s/ Patrick Keating Trustee July 25, 2000
---------------------
Patrick Keating
* /s/ Harold M. Shefrin Trustee July 25, 2000
---------------------------
Harold M. Shefrin
* /s/ Michael Clinton Treasurer and Chief July 25, 2000
--------------------- Financial and Accounting Officer
Michael Clinton
*By: /s/ Francine S. Hayes
----------------------
Francine S. Hayes
As Attorney-in-Fact
</TABLE>
*filed pursuant to power of attorney.
<PAGE> 46
Exhibit Index
99(d)(iii) Form of Investment Sub-Advisory Agreement with Enhanced
Investment Technologies, Inc.
99(d)(iv) Form of Investment Sub-Advisory Agreement with Roxbury Capital
Management, LLC
99(d)(v) Form of Investment Sub-Advisory Agreement with Martingale Asset
Management, L.P.
99(d)(vi) Form of Investment Sub-Advisory Agreement with Sanford C.
Bernstein & Co., Inc.
99(h)(ii) Transfer Agency and Service Agreement with State Street Bank and
Trust Company
99(i)(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
99(p)(ii) Code of Ethics for Dimensional Fund Advisers, Inc.
99(p)(iii) Code of Ethics for Enhanced Investment Technologies, Inc.
99(p)(iv) Code of Ethics for Roxbury Capital Management, LLC
99(p)(v) Code of Ethics for Martingale Asset Management, L.P
99(p)(vi) Code of Ethics for Sanford Bernstein & Co., Inc.
