<PAGE>
As filed with the Securities and Exchange Commission on March 3, 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. 2 /X/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 4 /X/
SA Funds - Investment Trust
(Formerly known as RWB Funds - Investment Trust)
(Exact Name of Registrant as Specified in Charter)
1190 Saratoga Avenue, Suite 200
San Jose, California 95129
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number (408) 260-3143
Michael Gillespie
Vice President and Associate Counsel
State Street Bank and Trust Company
2 Avenue de Lafayette
Boston, Massachusetts 02111-1724
(Name and Address of Agent for Service)
Copies to:
Julie Allecta, Esq.
Paul, Hastings, Janofsky & Walker LLP
345 California Street
San Francisco, CA 94104-2635
APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after this
Registration Statement is declared effective.
It is proposed that this filing will become effective: (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
X on March 31, 2000 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(1)
----
75 days after filing pursuant to paragraph
----
(a)(2) on pursuant to paragraph (a)(2) of Rule 485.
----
If appropriate, check the following box:
X This post-effective amendment designates a new
----
effective date for a previously filed post-effective
amendment.
<PAGE>
SA FUNDS - INVESTMENT TRUST
CROSS-REFERENCE SHEET
Pursuant to Rule 495(a)
<TABLE>
<CAPTION>
Items in Part A of Form N-1A Heading
- ---------------------------- -------
<S> <C>
1. Front and Back Cover Pages Cover
2. Risk/Return Summary: Investments, Risks, and Risk/Return Summary - Goal, Principal
Performance Investment Strategies, Principal Risks
3. Risk/Return Summary: Fee Table Risk/Return Summary - Fees and Expenses
4. Investment Objectives; Principal Investment Risk/Return Summary - Goal, Principal
Strategies, and Related Risks Investment Strategies, Principal Risks;
More About SA Funds
5. Management's Discussion of Fund Performance Not Applicable
6. Management, Organization, and Capital Management
Structure
7. Shareholder Information Your Account
8. Distribution Arrangements Your Account
9. Financial Highlights Information Not Applicable
</TABLE>
<PAGE>
SA FUNDS - INVESTMENT TRUST
CROSS-REFERENCE SHEET
Pursuant to Rule 495(a) (CONTINUED)
<TABLE>
<CAPTION>
Items in Part B of Form N-1A Heading
- ---------------------------- -------
<S> <C>
10. Cover Page and Table of Contents Cover and Table of Contents
11. Fund History History and General Information
12. Description of the Fund and Its Investments Description of the Funds and Their
and Risks Investments and Risks
13. Management of the Fund Management of the Trust
14. Control Persons and Principal Holders of Control Persons and Principal Holders of
Securities Securities
15. Investment Advisory and Other Services Investment Advisory and Other Services
16. Brokerage Allocation and Other Practices Brokerage Allocation and Other Practices
17. Capital Stock and Other Securities Information Concerning Shares
18. Purchase, Redemption and Pricing of Shares Purchase, Redemption and Pricing of Shares
19. Taxation of the Fund Taxes
20. Underwriters Investment Advisory and Other Services -
Distribution
21. Calculation of Performance Data Performance Information
22. Financial Statements Not Applicable
</TABLE>
<PAGE>
SA FUNDS - INVESTMENT TRUST
CROSS-REFERENCE SHEET
Pursuant to Rule 495(a) (CONTINUED)
<TABLE>
<CAPTION>
Items in Part C of Form N-1A Heading
- ---------------------------- -------
<S> <C>
23. Exhibits Exhibits
24. Persons Controlled by or Under Common Control Persons Controlled by or Under Common
with Registrant Control with Registrant
25. Indemnification Indemnification
26. Business and Other Connections of the Business and Other Connections of the
Investment Advisor Investment Advisor
27. Principal Underwriters Principal Underwriters
28. Location of Accounts and Records Location of Accounts and Records
29. Management Services Management Services
30. Undertakings Undertakings
</TABLE>
<PAGE>
SA FUNDS-INVESTMENT TRUST
This Post-Effective Amendment No. 2 to the Registration Statement of SA
Funds-Investment Trust is being filed solely for the purpose of delaying the
effectiveness of Post-Effective Amendment No. 1 which was filed pursuant to Rule
485(a)(2) on December 21, 1999.
The Prospectus and Statement of Additional Information for the SA Fixed
Income Fund, SA U.S. Market Fund, SA U.S. HBtM Fund, SA U.S. Small Company Fund,
SA International HBtM Fund and SA International Small Company Fund are not
included in this filing.
Part A: INFORMATION REQUIRED IN PROSPECTUS:
The Prospectus for the SA U.S. Growth Fund and SA U.S. Value Fund is
incorporated herein by reference to Post-Effective Amendment No. 1.
Part B: INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information for the SA U.S. Growth Fund and SA
U.S. Value Fund is incorporated herein by reference to Post-Effective Amendment
No. 1.
<PAGE>
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 RWB Advisory Services Inc.(5)
(ii) Investment Sub-Advisory Agreement with Dimensional
Fund Advisors, Inc. (5)
(iii) Form of Investment Sub-Advisory Agreement(4)
(iv) Form of Investment Sub-Advisory Agreement(4)
(e) Distribution Agreement with RWB Securities Inc. (5)
(f) Not Applicable
(g) Custodian Contract with State Street Bank and Trust Company(3)
(h) (i) Sub-Administration Agreement with State Street Bank Trust
Company(5)
(ii) Form of Transfer Agency and Service Agreement with State
Street Bank and Trust Company(2)
(iii) Shareholder Servicing Agreement(5)
(i) (i) Opinion and Consent of Paul, Hastings, Janovsky & Walker
LLP with respect to SA Fixed Income Fund, SA U.S. Market Fund,
SA U.S. HBtM Fund, SA U.S. Small Company Fund, SA
International HBtM Fund and SA International Small Company
Fund(3)
(ii) Opinion and Consent of Paul, Hastings, Janovsky & Walker LLP
with respect to SA U.S. Growth Fund and SA U.S. Value Fund(4)
(j) Not Applicable
(k) Not Applicable
(l) Initial Capital Agreement(3)
(m) Not Applicable
(n) Not Applicable
(o) Multi-Class Plan(3)
(p)(i) Powers of Attorney(2)
(ii) Powers of Attorney are filed herein.
- -------------------------------
(1) Incorporated herein by reference from Registrant's Registration Statement
on Form N-1A (the "Registration Statement") (File Nos. 333-70423, 811-09195) as
filed with the U.S. Securities and Exchange Commission on January 11, 1999.
(2) Incorporated herein by reference from Pre-Effective Amendment No. 1 to
the Registration Statement as filed with the Securities and Exchange Commission
on June 9, 1999.
(3) Incorporated herein by reference from Pre-Effective Amendment
No. 2 to the Registration Statement as filed with the Securities and Exchange
Commission on July 15, 1999.
(4) To be filed by Amendment.
(5) Incorporated herein by reference from Post-Effective Amendment No. 1 to
the Registration Statement as filed with the Securities and Exchange Commission
on December 21, 1999.
<PAGE>
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT
Not applicable.
ITEM 25. INDEMNIFICATION
Indemnification of Registrant's principal underwriter against certain
losses is provided for in the Distribution Agreement incorporated herein by
reference to Exhibit (e) hereto.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant, Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
The Trustees shall not be responsible or liable in any event for any
neglect or wrong-doing of any officer, agent, employee, Investment Adviser or
principal underwriter of the Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee, and the Trust out of its assets shall
indemnify and hold harmless each and every Trustee from and against any and all
claims, demands and expenses (including reasonable attorneys' fees) whatsoever
arising out of or related to each Trustee's performance of his or her duties as
a Trustee of the Trust; provided that nothing herein contained shall indemnify,
hold harmless or protect any Trustee from or against any liability to the Trust
or any Shareholder to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
Every note, bond, instrument, certificate or undertaking and every
other act or thing whatsoever issued, executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been issued, executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee, and such
Trustees or Trustee shall not be personally liable thereon.
ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
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.
<PAGE>
See the information concerning RWB Advisory Services Inc. set forth in Parts A
and B of this Registration Statement.
RWB Advisory Services Inc. and Dimensional Fund Advisors Inc. are both
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 RWB Advisory Services Inc. and Dimensional Fund Advisors
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 RWB Advisory Services Inc. (SEC File No.
801-55934) and Dimensional Fund Advisors Inc. (SEC File No. 801-16283), pursuant
to the Advisers Act.
ITEM 27. PRINCIPAL UNDERWRITERS
(a) Not Applicable
(b)
(1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER WITH FUND
John J. Bowen, Jr. Chief Executive Officer, Chief Executive Officer,
RWB Securities Inc. Registered Principal and President and Trustee
1190 Saratoga Avenue President
Suite 200
San Jose, CA 95129
(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) RWB Advisory Services 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) State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110
<PAGE>
(4) Boston Financial Data Services, Inc.
Two Heritage Drive
North Quincy, Massachusetts 02171
ITEM 29. MANAGEMENT SERVICES
Not Applicable.
ITEM 30. UNDERTAKING
Not Applicable
<PAGE>
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. 2 to the Registration Statement meets the
requirements for effectiveness pursuant to Rule 485(b) of the Securities Act of
1933, as amended and the Registrant has duly caused this Post-Effective
Amendment No. 2 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 3rd day of March, 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:
SIGNATURES TITLE DATE
- ---------- ------- ------
* /s/ John J. Bowen, Jr. Trustee March 3, 2000
- ------------------------
John J. Bowen, Jr.
* /s/ Bryan W. Brown Trustee March 3, 2000
- ------------------------
Bryan W. Brown
**/s/ David G. Booth Trustee March 3, 2000
- ------------------------
David G. Booth
* /s/ Patrick Keating Trustee March 3, 2000
- ------------------------
Patrick Keating
* /s/ Harold M. Shefrin Trustee March 3, 2000
- ------------------------
Harold M. Shefrin
* /s/ Michael Clinton Treasurer and Chief March 3, 2000
- ------------------------ Financial and Accounting
Michael Clinton Officer
*By: /s/ Francine S. Hayes **By: /s/ Alexander Potts
---------------------------- ------------------------
Francine S. Hayes Alexander Potts
As Attorney-in-Fact
* and ** pursuant to powers of attorney filed herein.
<PAGE>
Exhibit Index
Item No. Exhibit
99(p)(ii) Powers of Attorney
<PAGE>
EXHIBIT 99(P)(ii)
POWER OF ATTORNEY
I, the undersigned trustee or officer, or both, of SA Funds -
Investment Trust (the "Trust"), a Delaware business trust, do hereby
constitute and appoint Julie Allecta, Michael E. Gillespie, Francine S. Hayes
and Alexander Potts to be my true, sufficient and lawful attorneys, with full
power to sign for me, in my name and capacity as trustee or officer, or both,
the Registration Statement of the Trust on Form N-1A, and any and all
amendments thereto to be filed by the Trust under the Investment Company Act
of 1940, as amended, and under the Securities Act of 1933, as amended, with
respect to the offering of its shares of beneficial interest, and any and all
other documents and papers relating thereto; and said attorneys shall have
full power of substitution; and such attorneys shall have full power to do
all such things in my name and on behalf of me in the capacities indicated to
enable the Trust to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, and thereunder, hereby
ratifying and confirming my signature as it may be signed by said attorneys
to any and all amendments to such Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 11th day of
February, 2000.
/s/ John J. Bowen, Jr
----------------------
John J. Bowen, Jr.
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee or officer, or both, of SA Funds - Investment
Trust (the "Trust"), a Delaware business trust, do hereby constitute and
appoint Julie Allecta and Alexander Potts to be my true, sufficient and
lawful attorneys, with full power to sign for me, in my name and capacity as
trustee or officer, or both, the Registration Statement of the Trust on Form
N-1A, and any and all amendments thereto to be filed by the Trust under the
Investment Company Act of 1940, as amended, and under the Securities Act of
1933, as amended, with respect to the offering of its shares of beneficial
interest, and any and all other documents and papers relating thereto; and
said attorneys shall have full power of substitution; and such attorneys
shall have full power to do all such things in my name and on behalf of me in
the capacities indicated to enable the Trust to comply with the Investment
Company Act of 1940, as amended, and the Securities Act of 1933, as amended,
and thereunder, hereby ratifying and confirming my signature as it may be
signed by said attorneys to any and all amendments to such Registration
Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 2nd day of
March, 2000.
/s/ David G. Booth
-------------------
David G. Booth
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee or officer, or both, of SA Funds - Investment
Trust (the "Trust"), a Delaware business trust, do hereby constitute and
appoint Julie Allecta, Michael E. Gillespie, Francine S. Hayes and Alexander
Potts to be my true, sufficient and lawful attorneys, with full power to sign
for me, in my name and capacity as trustee or officer, or both, the
Registration Statement of the Trust on Form N-1A, and any and all amendments
thereto to be filed by the Trust under the Investment Company Act of 1940, as
amended, and under the Securities Act of 1933, as amended, with respect to
the offering of its shares of beneficial interest, and any and all other
documents and papers relating thereto; and said attorneys shall have full
power of substitution; and such attorneys shall have full power to do all
such things in my name and on behalf of me in the capacities indicated to
enable the Trust to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, and thereunder, hereby
ratifying and confirming my signature as it may be signed by said attorneys
to any and all amendments to such Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 11th day of
February, 2000.
/s/ Patrick Keating
-------------------
Patrick Keating
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee or officer, or both, of SA Funds - Investment
Trust (the "Trust"), a Delaware business trust, do hereby constitute and
appoint Julie Allecta, Michael E. Gillespie, Francine S. Hayes and Alexander
Potts to be my true, sufficient and lawful attorneys, with full power to sign
for me, in my name and capacity as trustee or officer, or both, the
Registration Statement of the Trust on Form N-1A, and any and all amendments
thereto to be filed by the Trust under the Investment Company Act of 1940, as
amended, and under the Securities Act of 1933, as amended, with respect to
the offering of its shares of beneficial interest, and any and all other
documents and papers relating thereto; and said attorneys shall have full
power of substitution; and such attorneys shall have full power to do all
such things in my name and on behalf of me in the capacities indicated to
enable the Trust to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, and thereunder, hereby
ratifying and confirming my signature as it may be signed by said attorneys
to any and all amendments to such Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 11th day of
February, 2000.
/s/ Bryan W. Brown
-------------------
Bryan W. Brown
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee or officer, or both, of SA Funds - Investment
Trust (the "Trust"), a Delaware business trust, do hereby constitute and
appoint Julie Allecta, Michael E. Gillespie, Francine S. Hayes and Alexander
Potts to be my true, sufficient and lawful attorneys, with full power to sign
for me, in my name and capacity as trustee or officer, or both, the
Registration Statement of the Trust on Form N-1A, and any and all amendments
thereto to be filed by the Trust under the Investment Company Act of 1940, as
amended, and under the Securities Act of 1933, as amended, with respect to
the offering of its shares of beneficial interest, and any and all other
documents and papers relating thereto; and said attorneys shall have full
power of substitution; and such attorneys shall have full power to do all
such things in my name and on behalf of me in the capacities indicated to
enable the Trust to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, and thereunder, hereby
ratifying and confirming my signature as it may be signed by said attorneys
to any and all amendments to such Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 11th day of
February, 2000.
/s/ Charles M. Roame
-------------------
Charles M. Roame
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee or officer, or both, of SA Funds - Investment
Trust (the "Trust"), a Delaware business trust, do hereby constitute and
appoint Julie Allecta, Michael E. Gillespie, Francine S. Hayes and Alexander
Potts to be my true, sufficient and lawful attorneys, with full power to sign
for me, in my name and capacity as trustee or officer, or both, the
Registration Statement of the Trust on Form N-1A, and any and all amendments
thereto to be filed by the Trust under the Investment Company Act of 1940, as
amended, and under the Securities Act of 1933, as amended, with respect to
the offering of its shares of beneficial interest, and any and all other
documents and papers relating thereto; and said attorneys shall have full
power of substitution; and such attorneys shall have full power to do all
such things in my name and on behalf of me in the capacities indicated to
enable the Trust to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, and thereunder, hereby
ratifying and confirming my signature as it may be signed by said attorneys
to any and all amendments to such Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 11th day of
February, 2000.
/s/ Harold M. Shefrin
---------------------
Harold M. Shefrin
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee or officer, or both, of SA Funds -
Investment Trust (the "Trust"), a Delaware business trust, do hereby
constitute and appoint Julie Allecta, Michael E. Gillespie, Francine S. Hayes
and Alexander Potts to be my true, sufficient and lawful attorneys, with full
power to sign for me, in my name and capacity as trustee or officer, or both,
the Registration Statement of the Trust on Form N-1A, and any and all
amendments thereto to be filed by the Trust under the Investment Company Act
of 1940, as amended, and under the Securities Act of 1933, as amended, with
respect to the offering of its shares of beneficial interest, and any and all
other documents and papers relating thereto; and said attorneys shall have
full power of substitution; and such attorneys shall have full power to do
all such things in my name and on behalf of me in the capacities indicated to
enable the Trust to comply with the Investment Company Act of 1940, as
amended, and the Securities Act of 1933, as amended, and thereunder, hereby
ratifying and confirming my signature as it may be signed by said attorneys
to any and all amendments to such Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 11th day of
February, 2000.
/s/ Michael R. Clinton
----------------------
Michael R. Clinton
<PAGE>
POWER OF ATTORNEY
I, the undersigned trustee or officer, or both, of SA Funds - Investment
Trust (the "Trust"), a Delaware business trust, do hereby constitute and
appoint Julie Allecta, Michael E. Gillespie and Francine S. Hayes to be my
true, sufficient and lawful attorneys, with full power to sign for me, in my
name and capacity as trustee or officer, or both, the Registration Statement
of the Trust on Form N-1A, and any and all amendments thereto to be filed by
the Trust under the Investment Company Act of 1940, as amended, and under the
Securities Act of 1933, as amended, with respect to the offering of its
shares of beneficial interest, and any and all other documents and papers
relating thereto; and said attorneys shall have full power of substitution;
and such attorneys shall have full power to do all such things in my name and
on behalf of me in the capacities indicated to enable the Trust to comply
with the Investment Company Act of 1940, as amended, and the Securities Act
of 1933, as amended, and thereunder, hereby ratifying and confirming my
signature as it may be signed by said attorneys to any and all amendments to
such Registration Statement.
IN WITNESS WHEREOF, I have hereunder set my hand on this 11th day of
February, 2000.
/s/ Alexander B. Potts
----------------------
Alexander B. Potts
