As filed with the Securities and Exchange
Commission on August 29, 2013
Securities Act
File No. 333-70423
Investment Company Act of
1940 File No. 811-09195
UNITED STATES
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. 31 / X /
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / X /
Amendment No. 33 / X /
SA Funds - Investment
Trust
(Exact Name of Registrant as Specified
in Charter)
3055 Olin Avenue, Suite 2000
San
Jose, California 95128
(Address of Principal
Executive Offices) (Zip Code)
Registrant's Telephone Number, Including
Area Code: (408) 260-3100
Christopher D. Stanley, Esq.
Chief
Legal Officer
SA Funds Investment Trust
3055 Olin Avenue, Suite
2000
San Jose, California 95128
(Name and Address of Agent for Service)
Copies to:
Brian F. Link, Esq.
|
R. Darrell Mounts,
Esq.
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Vice President and Managing
Counsel
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Counsel to the
Trust
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State Street Bank and Trust
Company
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K&L Gates LLP
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Mail Code: JHT 1593
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1601 K Street, N.W.
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200 Clarendon Street
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Washington, DC
20006
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Boston, Massachusetts
02116
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It is proposed that this filing will
become effective: (check appropriate box)
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Immediately upon filing
pursuant to paragraph (b)
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On (Date) pursuant to
paragraph (b)
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X
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60 days after filing
pursuant to paragraph (a)(1)
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On (Date) pursuant to
paragraph (a)(1)
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75 days after filing
pursuant to paragraph (a)(2)
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On (Date) 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.
PROSPECTUS
October [ ], 2013
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Table of Contents
Fund Summaries
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2
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SA
U.S. Fixed Income Fund
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2
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SA
Global Fixed Income Fund
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6
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SA
U.S. Core Market Fund
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10
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SA
U.S. Value Fund
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13
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SA
U.S. Small Company Fund
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16
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SA
International Value Fund
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19
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SA
International Small Company Fund
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23
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SA
Emerging Markets Value Fund
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27
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SA
Real Estate Securities Fund
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30
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|
Buying and Selling Fund Shares, Tax Information,
and Payments to Investment Providers and
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Other Financial Intermediaries
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34
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Asset Allocation and Investment
Philosophy
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35
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The Funds in Greater Detail
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36
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Fixed
Income Funds
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36
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SA U.S. Fixed Income Fund
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36
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SA Global Fixed Income Fund
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37
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Additional Information About the Fixed Income Funds
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39
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Equity
Funds
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41
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Equity Investment Approach
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41
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About Tax-Efficient Management Techniques
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41
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Investment Terms
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41
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SA U.S. Core Market Fund
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43
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SA U.S. Value Fund
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44
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SA U.S. Small Company Fund
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45
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SA International Value Fund
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46
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SA International Small Company Fund
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48
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SA Emerging Markets Value Fund
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53
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SA Real Estate Securities Fund
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55
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Additional Information about the Equity Funds
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57
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Additional Information About Principal
Risks
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61
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Management
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66
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Your Account
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69
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Pricing of Fund Shares
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73
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Distributions and Taxes
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75
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Descriptions of Indices
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76
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Financial Highlights
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78
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SA Funds Investment Trust and LWI Financial
Inc. Privacy Policy
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79
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See Back Cover for More
Information
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Call toll-free
1.800.366.7266
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Prospectus
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1
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Fund Summary
SA U.S. Fixed Income Fund
GOAL
The Funds goal is to achieve a
generally stable return consistent with preservation of capital.
FEES AND EXPENSES
The tables below describe the fees and
expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly
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from your
investment)
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Sales charge (load)
imposed on
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purchases
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None
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Sales charge (load) imposed
on
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reinvested dividends
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None
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Redemption
fee
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None
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Exchange fee
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None
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Annual Fund
Operating Expenses
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(expenses that
you pay each year as a
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percentage of the
value of your
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investment)
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Management
fees
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0.30%
1
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Other expenses
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Shareholder servicing fee
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0.25%
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Other expenses
(administration,
sub-
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administration and other ordinary
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operating expenses)
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[ ]%
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Total other
expenses
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[ ]%
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Total annual Fund operating
expenses
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[ ]%
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Fee waiver and/or
expense
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reimbursement
2
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[ ]%
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Total annual Fund operating
expenses
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after fee waiver and/or
expense
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reimbursement
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[ ]%
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1
Management fees in the fee
table above have been restated to reflect current fees.
2
The Adviser has contractually agreed to waive its
management fees and/or to reimburse expenses so that the Funds total annual
operating expenses (excluding interest, taxes, brokerage commissions, acquired
fund fees and expenses and extraordinary expenses) are limited to 0.65% of
average daily net assets. This expense limitation will remain in effect until
October 28, 2021 and may be amended or terminated before such time only with the
approval of the Board of Trustees of the Fund. The Adviser may elect to
recapture any amounts waived or reimbursed subject to certain conditions,
including that repayment does not cause annual operating expenses to exceed
0.65% of average daily net assets and that any such repayment must be made
within three years after the year in which the waiver/reimbursement was made.
This
expense example
is intended to help
you compare the cost of investing in the Fund with 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 redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Funds operating expenses remain the same and the expense
limitation remains in place for the time period indicated. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
1 Year
|
3 Years
|
5 Years
|
10 Years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
PORTFOLIO TURNOVER
The Fund pays transaction costs, such
as commissions, when it buys and sells securities (or turns over its
portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During the most recent fiscal
year, the Funds portfolio turnover rate was [ ]% of the average value of its
portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its goal by investing
primarily in:
-
obligations issued or guaranteed by
the U.S. government or its agencies or instrumentalities;
-
dollar-denominated obligations of
foreign issuers issued in the United States;
-
bank obligations, including those of
U.S. banks and savings and loan associations and dollar-denominated
obligations of U.S. subsidiaries and branches of foreign banks, such as
certificates of deposit (including marketable variable rate certificates of
deposit) and bankers acceptances;
-
corporate debt obligations;
-
commercial paper;
-
obligations of supranational
organizations, such as the World Bank and the European Investment Bank;
and
-
repurchase agreements.
Generally, the Fund acquires
obligations that mature within two years from the date of settlement. The Fund
has a non-fundamental investment policy that, under normal circumstances, it
will invest at least 80% of its net assets in fixed income securities issued in
the U.S.
The Fund normally invests in fixed
income securities that are rated investment grade. The Fund considers fixed
income securities to be investment grade if, at the time of investment, they are
rated at least BBB- by Standard & Poors, a division of The McGraw-Hill
Companies, Inc. (S&P), Baa3 by Moodys Investors Service, Inc (Moodys),
or BBB- by Fitch Ratings Ltd. (Fitch) or, if unrated, have been determined by the
Sub-Adviser to be of comparable quality.
With respect to corporate debt
securities (
e.g.
, bonds and debentures), the Fund generally invests in nonconvertible
investment grade securities that are issued by U.S. issuers and
dollar-denominated obligations of foreign issuers issued in the U.S.
The Fund may invest in U.S. Treasury
bonds, bills and notes and obligations of federal agencies or instrumentalities.
Some U.S. government obligations that the Fund may invest in, such as Treasury
bills, notes and bonds and securities guaranteed by the Government National
Mortgage Association, are supported by the full faith and credit of the United
States, while others are not such as those of or guaranteed by the Federal Home
Loan Banks, Federal Home Loan Mortgage Corporation and Federal National Mortgage
Association.
The Fund will invest more than 25% of
its total assets in dollar-denominated obligations of U.S. banks and U.S.
subsidiaries and branches of foreign banks and bank holding companies when the
yield to maturity on these investments exceeds the yield to maturity on all
other eligible portfolio investments of similar quality for a period of five
consecutive days during which the New York Stock Exchange (NYSE) is open for
trading. To determine that yields on dollar-denominated bank obligations are
more attractive than yields on all other eligible portfolio investments of
similar quality, the Sub-Adviser will examine the yield to maturity information
for available fixed income securities of other industry sectors as compared to
bank obligations after eliminating individual securities in each industry sector
that would not be eligible for investment by the Fund. If the yield to maturity
for eligible bank obligations is higher than that of eligible portfolio
investments of similar quality of all other industry sectors, investments in
bank obligations will be considered to have a yield that generally exceeds the
yield on other eligible investments as a group. When investments in such bank
obligations exceed 25% of the Funds total assets, the Fund will be considered
to be concentrating its investments in the banking industry.
The types of bank and bank holding
company obligations in which the Fund may invest include: dollar-denominated
certificates of deposit, bankers acceptances, commercial paper, repurchase
agreements and other investment grade debt obligations that mature within two
years of the date of settlement, provided that such obligations meet the Funds
established credit rating or other criteria. Commercial paper
and certificates of deposit
must, at the time of investment, be rated at least A-3 by S&P, P-3 by
Moodys, F3 by Fitch or, if unrated, issued by a corporation having an
outstanding unsecured debt issue rated at least BBB- by S&P or Fitch or Baa3
by Moodys.
All ratings described above apply at
the time of investment.
PRINCIPAL INVESTMENT RISKS
The Funds share price and yield may
change daily because of changes in interest rates and other market conditions
and factors. Therefore, you may lose money if you invest in the Fund.
The principal risks that apply to the
Fund are:
-
Market Risk:
The value of the securities
in which the Fund invests may go up or down in response to the prospects of
individual issuers, general economic or market conditions, and/or investor
behavior that leads investors perceptions of value (as reflected in the price
of the security) to diverge from fundamental value.
-
Interest Rate and Related Risks:
Generally, when market
interest rates rise, the value of debt securities declines, and vice versa.
Investing in such securities means that the Funds net asset value will tend
to decline if market interest rates rise. Interest rate risk is generally
greater for fixed-income securities with longer maturities or durations.
During periods of rising interest rates, the average life of certain types of
securities in which the Fund invests may be extended because of slower than
expected principal payments. This may lock in a below-market interest rate,
increase the securitys duration (
i.e
., the estimated
period until the principal and interest are paid in full) and reduce the value
of the security. This is known as extension risk. During periods of declining
interest rates, issuers of certain securities may exercise their option to
prepay principal earlier than scheduled or expected, forcing the Fund to
reinvest in lower yielding securities. This is known as call or prepayment
risk.
-
Credit Risk:
It is possible that some
issuers or guarantors may default on debt securities held by the Fund, or
there could be defaults on repurchase agreements held by the Fund. Also, an
issuer may suffer adverse changes in financial condition that could result in
a downgrade in credit rating leading to greater volatility in the price of the
security and, consequently, in the price of shares of the Fund. A change in
the credit rating of a bond can also affect the bonds liquidity and make it
more difficult for the Fund to sell. Credit ratings are only the opinions of
the rating agencies issuing them, do not purport to reflect the risk of
fluctuations in market value and are not guarantees as to the payment of
interest and repayment of principal.
-
Income
Risk
:
Because the Fund can only distribute what it
earns, the Funds distributions to shareholders may decline when prevailing
interest rates fall or if the Fund experiences defaults on debt securities it
holds.
-
U.S. Government Securities
Risk
: Although the Fund may
invest in securities that carry U.S. government guarantees, these guarantees
do not extend to shares of the Fund itself and do not guarantee the market
price of the securities. Furthermore, not all securities issued by the U.S. government and its
agencies and instrumentalities are backed by the full faith and credit of the
U.S. Treasury. There is no guarantee that the U.S. government will support
securities not backed by its full faith and credit.
-
Sector Risk:
Companies with similar characteristics may be
grouped together in broad categories called sectors. The Fund may be
overweight in certain sectors at various times. To the extent the Fund invests
more heavily in a particular sector, its performance will be especially
sensitive to any economic, business, regulatory or other developments which
generally affect that sector. Individual sectors may underperform other
sectors or the market as a whole.
-
Banking Concentration Risk:
To the extent the Fund
invests more than 25% of its total assets in bank and bank holding company
obligations, such banking industry investments would link the performance of
the Fund to changes in the performance of the banking industry
generally. Banks are subject to
extensive government regulation that may affect the scope of their activities,
their profitability, the prices that they can charge and the amount of capital
that they must maintain. In addition, unstable interest rates can have a
disproportionate effect on the banking industry; banks whose securities the
Fund may purchase may themselves have concentrated portfolios of loans or
investments that make them vulnerable to economic conditions that affect that
industry.
-
European Economic
Risk
:
Recently, the European financial markets have
been negatively impacted by rising government debt levels; possible default on
or restructuring of sovereign debt in several European countries, including
Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European
countrys default or debt restructuring would adversely affect the holders of
the countrys debt and sellers of credit default swaps linked to the countrys
creditworthiness and could negatively impact global markets more generally.
Recent events in Europe have adversely affected the euros exchange rate and
value and may continue to impact the economies of every European
country.
-
Supranational Organization
Obligations Risk:
The Fund
may have limited legal recourse in the event of a default with respect to
supranational organization obligations it holds.
-
Recent Market Conditions:
The financial crisis in the
U.S. and many foreign economies over the past several years, including the
European sovereign debt and banking crises, has resulted, and may continue to
result, in an unusually high degree of volatility in the financial markets,
both domestic and foreign, and in the net asset values of many mutual funds,
including to some extent the Fund. Conditions in the U.S. and many foreign
economies have resulted, and may continue to result, in fixed income
instruments experiencing unusual liquidity issues, increased price volatility
and, in some cases, credit downgrades and increased likelihood of default.
These events have reduced the willingness and ability of some lenders to
extend credit, and have made it more difficult for borrowers to obtain
financing on attractive terms, if at all. As a result, the values of many
types of debt securities have been reduced. In addition, global economies and
financial markets are becoming increasingly interconnected, which increases
the possibilities that conditions in one country or region might adversely
impact issuers in a different country or region. The severity or duration of
adverse economic conditions may also be affected by policy changes made by
governments or quasi-governmental organizations.
PERFORMANCE
The bar chart and table below provide
some indication of the risks of investing in the Fund. The bar chart shows how
the Funds performance has varied from year to year. The table shows how the
Funds average annual total returns for certain time periods compare to those of
a broad-based securities market index. The Funds past performance (before and
after taxes) is not necessarily an indication of how it will perform in the
future. Updated Fund performance information can be obtained by visiting http://www.sa-funds.net.
Annual Total Returns
(per
calendar year)
Highest/lowest quarterly return during
the periods shown:
|
|
Quarter Ended
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|
Total Return
|
Best Quarter
|
|
[ ]
|
|
[ ]%
|
Worst Quarter
|
|
[ ]
|
|
[ ]%
|
The year-to-date return through the
calendar quarter ended September 30, 2013 was [ ]%.
Average Annual
Total
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|
|
|
|
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Returns (for
periods
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|
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|
Since
Fund
|
ended December
31,
|
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Inception
|
2012)
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|
1
Year
|
|
5
Years
|
|
(a)
|
Return Before
Taxes
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes on
|
|
|
|
|
|
|
Distributions
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|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes
on
|
|
|
|
|
|
|
Distributions and
Sale of
|
|
|
|
|
|
|
Fund Shares
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Bank of America Merrill
|
|
|
|
|
|
|
Lynch 1-3 Year U.S.
|
|
|
|
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Government/Corporate
|
|
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Index
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[ ]%
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[ ]%
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[ ]%
|
(a) April 2, 2007.
|
|
|
|
|
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|
After-tax returns are calculated using
the historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investors tax situation and may differ from those shown. After-tax returns
shown are not relevant to investors who hold their Fund shares through
tax-advantaged arrangements, such as 401(k) plans or individual retirement
accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the Adviser.
Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio managers are
responsible for coordinating the day-to-day management of the Fund:
-
Joseph F. Kolerich, Senior Portfolio Manager
and
Vice President of the Sub-Adviser, has been
a
portfolio manager for the Sub-Adviser since
2001
and a portfolio manager of the Fund since
2012.
-
David A. Plecha, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
1989 and a
portfolio manager of the Fund since
its inception.
BUYING AND SELLING FUND SHARES,
TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER FINANCIAL
INTERMEDIARIES
For important information about buying
and selling Fund shares, tax information, and financial intermediary
compensation, please turn to Buying and Selling Fund Shares, Tax Information,
and Payments to Investment Providers and Other Financial
Intermediaries on page [ ] of this Prospectus.
Fund Summary
SA Global Fixed Income Fund
GOAL
The Funds goal is to maximize total
return available from a universe of higher-quality fixed income investments
maturing in five years or less from the date of settlement while targeting the
duration of the Citigroup World Government Bond 1-5 Year Currency Hedged U.S.
Dollar Index, the Funds benchmark index.
FEES AND EXPENSES
The tables below describe the fees and
expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly
|
|
|
|
from your
investment)
|
|
|
|
Sales charge (load)
imposed on
|
|
|
|
purchases
|
|
None
|
|
Sales charge (load) imposed
on
|
|
|
|
reinvested dividends
|
|
None
|
|
Redemption
fee
|
|
None
|
|
Exchange fee
|
|
None
|
|
|
Annual Fund
Operating Expenses
|
|
|
|
(expenses that
you pay each year as a
|
|
|
|
percentage of the
value of your
|
|
|
|
investment)
|
|
|
|
Management
fees
|
|
0.35%
|
|
Other expenses
|
|
|
|
Shareholder servicing
fee
|
|
0.25%
|
|
Other expenses
(administration, sub-
|
|
|
|
administration and
other ordinary
|
|
|
|
operating
expenses)
|
|
[ ]%
|
|
Total other
expenses
|
|
[ ]%
|
|
Total annual Fund
operating expenses
|
|
[ ]%
|
|
Fee waiver and/or
expense
|
|
|
|
reimbursement
1
|
|
[ ]%
|
|
Total annual Fund
operating expenses
|
|
|
|
after fee waiver
and/or expense
|
|
|
|
reimbursement
2
|
|
[ ]%
|
|
1
The Adviser has
contractually agreed to waive its management fees and/or to reimburse expenses
so that the Funds total annual operating expenses (excluding interest, taxes,
brokerage commissions, acquired fund fees and expenses and extraordinary
expenses) are limited to 0.80% of average daily net assets. This expense
limitation will remain in effect until October 28, 2021 and may be amended or
terminated before such time only with the approval of the Board of Trustees of
the Fund. The Adviser may elect to recapture any amounts waived or reimbursed
subject to certain conditions, including that repayment does not cause annual
operating expenses to exceed 0.80% of average daily net assets and that any such
repayment must be made within three years after
the year in which the waiver/reimbursement was made.
2
Total annual Fund operating expenses after fee waiver and/or
expense reimbursement do not correlate with the ratio of net expenses to average
net assets reported in the financial highlights table in the Prospectus and in
the Funds shareholder reports, because the expense limitation discussed in the
prior note became effective on October 28, 2011.
This
expense example
is intended to help
you compare the cost of investing in the Fund with 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 redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Funds operating expenses remain the same and the expense
limitation remains in place for the time period indicated. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
1
year
|
3
years
|
5
years
|
10
years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
PORTFOLIO
TURNOVER
The Fund pays transaction costs, such
as commissions, when it buys and sells securities (or turns over its
portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During the most recent fiscal
year, the Funds portfolio turnover rate was [ ]% of the average value of its
portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its goal by investing
primarily in:
-
obligations issued or guaranteed by the U.S. and
foreign governments of developed countries or their agencies or
instrumentalities;
-
obligations of supranational organizations, such
as the World Bank and the European Investment Bank;
-
obligations of other U.S. and foreign issuers
including:
-
corporate debt obligations;
-
commercial paper;
-
bank obligations; and
-
repurchase
agreements.
The Fund primarily invests in fixed
income securities that mature within five years from the date of settlement. The
Fund has a non-fundamental investment policy that, under normal circumstances,
it will invest at least 80% of its net assets in fixed income
securities.
The Fund normally invests in fixed
income securities that are rated investment grade. The Fund considers fixed income securities to be investment
grade if, at the time of investment, they are rated at least BBB- by S&P,
Baa3 by Moodys, or BBB- by Fitch or, if unrated, have been determined by the
Sub-Adviser to be of comparable quality.
The Fund may invest in U.S. Treasury
bonds, bills and notes and obligations of federal agencies or instrumentalities.
Some U.S. government obligations in which the Fund may invest, such as Treasury
bills, notes and bonds and securities guaranteed by the Government National
Mortgage Association, are supported by the full faith and credit of the United
States, while others are not, such as those of or guaranteed by the Federal Home
Loan Banks, Federal Home Loan Mortgage Corporation and Federal National Mortgage
Association.
The Fund may also invest in fixed
income securities, such as bills, notes, bonds and other debt securities, issued
or guaranteed by foreign governments or their agencies or instrumentalities and
may invest in debt securities of supranational organizations. With respect to
corporate debt securities (
e.g
., bonds and debentures), the Fund generally invests in
nonconvertible investment grade securities that are issued by U.S. and foreign
issuers.
The types of bank and bank holding
company obligations in which the Fund may invest include, without limitation:
certificates of deposit (including marketable variable rate certificates of
deposit), bankers acceptances, commercial paper, repurchase agreements and
other investment grade debt obligations that mature within five years of the
date of settlement, provided such obligations meet the Funds established credit
rating or other criteria. Commercial paper
and
certificates of deposit
must, at the time of
investment, be rated at least A-3 by S&P, P-3 by Moodys, F3 by Fitch or, if
unrated, issued by a corporation having an outstanding unsecured debt issue
rated at least BBB- by S&P or Fitch or Baa3 by Moodys.
All ratings described above apply at
the time of investment.
These securities may be denominated in
U.S. dollars as well as other currencies, including the Euro. The Fund invests
in foreign issuers in countries with developed markets designated by the
Investment Committee of the Sub-Adviser from time to time. As of the date of
this Prospectus, the Fund is authorized to invest in foreign issuers in
Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Japan,
Luxembourg, the Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland
and the United Kingdom. This list of authorized countries is subject to change.
The Sub-Adviser will determine when and whether to invest in countries that have
been authorized, depending on a number of factors, such as asset availability in
the Fund and characteristics of each countrys market. Under normal market
conditions, the Fund will invest (1) at least 40% (and up to 100%) of its total
assets in the securities of foreign issuers and (2) in issuers organized or
having a
majority of their assets in, or deriving
a majority of their operating income from, at least three different countries,
one of which may be the United States. The actual number of countries
represented in the Funds portfolio may vary over time.
The Fund attempts to maximize its total
return by allocating assets among countries depending on prevailing interest
rates while targeting the duration of the Funds benchmark index. For example,
the Sub-Adviser may sell a security denominated in one currency and buy a
security denominated in a different currency depending on market conditions. The
Fund will invest no more than 50% of its total assets in securities denominated
in U.S. dollars at the time of purchase.
The Fund may also enter into forward
foreign currency contracts to attempt to protect against uncertainty in the
level of future foreign currency rates, to hedge against fluctuations in
currency exchange rates or to transfer balances from one currency to
another.
The Fund may lend its portfolio
securities to generate additional income.
PRINCIPAL INVESTMENT RISKS
The Funds share price and yield may
change daily because of changes in interest rates and other market conditions
and factors. Therefore, you may lose money if you invest in the Fund.
The principal risks that apply to the
Fund are:
-
Market Risk:
The value of the securities
in which the Fund invests may go up or down in response to the prospects of
individual issuers, general economic or market conditions, and/or investor
behavior that leads investors perceptions of value (as reflected in the price
of the security) to diverge from fundamental value.
-
Interest Rate and Related Risks:
Generally, when market
interest rates rise, the value of debt securities declines, and vice versa.
Investing in such securities means that the Funds net asset value will tend
to decline if market interest rates rise. Interest rate risk is generally
greater for fixed-income securities with longer maturities or durations.
During periods of rising interest rates, the average life of certain types of
securities in which the Fund invests may be extended because of slower than
expected principal payments. This may lock in a below-market interest rate,
increase the securitys duration (
i.e.
, the estimated
period until the principal and interest are paid in full) and reduce the value
of the security. This is known as extension risk. During periods of declining
interest rates, issuers of certain securities may exercise their option to
prepay principal earlier than scheduled or expected, forcing the Fund to
reinvest in lower yielding securities. This is known as call or prepayment
risk.
-
Credit Risk:
It is possible that some
issuers or guarantors may default on debt securities held by the Fund, or
there could be defaults on repurchase agreements held by the Fund. Also, an
issuer may suffer adverse changes in financial condition that could result in
a downgrade in credit rating leading to greater volatility in the price of the
security and, consequently, in the price of shares of the Fund. A change in
the credit rating of a bond can also affect the bonds liquidity and make it
more difficult for the Fund to sell. Credit ratings are only the opinions of
the rating agencies issuing them, do not purport to reflect the risk of
fluctuations in market value and are not guarantees as to the payment of
interest and repayment of principal.
-
Income
Risk
:
Because the Fund can only distribute what it
earns, the Funds distributions to shareholders may decline when prevailing
interest rates fall or if the Fund experiences defaults on debt securities it
holds.
-
Foreign Securities and Currency
Risk
:
Foreign securities involve risks in addition to
those associated with comparable U.S. securities. Investments in foreign
securities are subject to fluctuations in currency exchange rates, which may
negatively affect the value of the Funds portfolio. Additional risks may
include exposure to less developed or less efficient trading markets; social,
political or economic instability; nationalization of assets; currency
controls or redenomination; changes in tax policy; high transaction costs;
settlement, custodial or other operational risks; and less stringent
accounting, auditing, financial reporting, and legal standards and practices.
As a result, foreign securities can fluctuate more widely in price, and may
also be less liquid, than comparable U.S. securities.
-
Foreign Government and
Supranational
Organization Obligations Risk
: By investing in foreign government
obligations, the Fund will be exposed to the direct or indirect consequences
of political, social, and economic changes in various countries. The Fund may
have limited legal recourse in the event of a default with respect to foreign
government and supranational organization obligations it holds.
-
Sector Risk:
Companies with similar
characteristics may be grouped together in broad categories called sectors.
The Fund may be overweight in certain sectors at various times. To the extent
the Fund invests more heavily in a particular sector, its performance will be
especially sensitive to any economic, business, regulatory or other
developments which generally affect that
sector. Individual sectors may underperform other sectors or the market
as a whole.
-
Hedging Risk:
Forward foreign currency
exchange contracts may be used to hedge foreign currency risk. Hedging tends
to limit any potential gain that may be realized if the value of the Funds
portfolio holdings increases because of currency fluctuations. In addition,
hedging may increase the Funds expenses. There is also a risk that a forward
foreign currency exchange contract intended as a hedge may not perform as
intended, in which case the Fund may not be able to minimize the effects of
foreign currency fluctuations and may suffer a loss.
-
Securities Lending Risk:
Securities lending involves
possible delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. As a result, the value of the
Fund shares may fall. The value of the Fund shares could also fall if a loan
is called and the Fund is required to liquidate reinvested collateral at a
loss or if the Fund is unable to reinvest cash collateral at rates which
exceed the costs involved.
-
European Economic
Risk
:
Recently, the European financial markets have
been negatively impacted by rising government debt levels; possible default on
or restructuring of sovereign debt in several European countries, including
Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European
countrys default or debt restructuring would adversely affect the holders of
the countrys debt and sellers of credit default swaps linked to the countrys
creditworthiness and could negatively impact global markets more generally.
Recent events in Europe have adversely affected the euros exchange rate and
value and may continue to impact the economies of every European
country.
-
U.S. Government Securities
Risk
: Although the Fund may
invest in securities that carry U.S. government guarantees, these guarantees
do not extend to shares of the Fund itself and do not guarantee the market
price of the securities. Furthermore, not all securities issued by the U.S.
government and its agencies and instrumentalities are backed by the full faith
and credit of the U.S. Treasury. There is no guarantee that the U.S.
government will support securities not backed by its full faith and
credit.
-
Recent Market Conditions:
The financial crisis in the
U.S. and many foreign economies over the past several years, including the
European sovereign debt and banking crises, has resulted, and may continue to
result, in an unusually high degree of volatility in the financial markets,
both domestic and foreign, and in the net asset values of many mutual funds,
including to some extent the Fund. Conditions in the U.S. and many foreign
economies have resulted, and may continue to result, in fixed income instruments
experiencing unusual liquidity issues, increased price volatility and, in some
cases, credit downgrades and increased likelihood of default. These events have
reduced the willingness and ability of some lenders to extend credit, and have
made it more difficult for borrowers to obtain financing on attractive terms, if
at all. As a result, the values of many types of debt securities have been
reduced. In addition, global economies and financial markets are becoming
increasingly interconnected, which increases the possibilities that conditions
in one country or region might adversely impact issuers in a different country
or region. The severity or duration of adverse economic conditions may also be
affected by policy changes made by governments or quasi-governmental
organizations.
PERFORMANCE
The bar chart and table below provide
some indication of the risks of investing in the Fund. The bar chart shows how
the Funds performance has varied from year to year. The table shows how the
Funds average annual total returns for certain time periods compare to those of
a broad-based securities market index. The Funds past performance (before and
after taxes) is not necessarily an indication of how it will perform in the
future. Updated Fund performance information can be obtained by visiting http://www.sa-funds.net.
Annual Total Returns
(per
calendar year)
Highest/lowest quarterly return during
the periods shown:
|
|
Quarter Ended
|
|
Total Return
|
Best Quarter
|
|
[ ]
|
|
[ ]%
|
Worst Quarter
|
|
[ ]
|
|
[ ]%
|
The year-to-date return through the
calendar quarter ended September 30, 2013 was [ ]%.
Average
Annual
|
|
|
|
|
|
|
Total
Returns
|
|
|
|
|
|
|
(for
periods
|
|
|
|
|
|
|
ended December
31,
|
|
|
|
|
|
|
2012)
|
|
1
year
|
|
5
years
|
|
10
years
|
Return Before
Taxes
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes on
|
|
|
|
|
|
|
Distributions
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes
on
|
|
|
|
|
|
|
Distributions and
Sale of
|
|
|
|
|
|
|
Fund Shares
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Citigroup World
|
|
|
|
|
|
|
Government Bond 1-5
|
|
|
|
|
|
|
Year Currency Hedged
|
|
|
|
|
|
|
U.S. Dollar Index
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
After-tax returns are calculated using
the historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investors tax situation and may differ from those shown. After-tax returns
shown are not relevant to investors who hold their Fund shares through
tax-advantaged arrangements, such as 401(k) plans or individual retirement
accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the Adviser.
Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio managers are
responsible for coordinating the day-to-day management of the Fund:
-
Joseph F. Kolerich, Senior Portfolio Manager
and
Vice President of the Sub-Adviser, has been
a
portfolio manager for the Sub-Adviser since
2001
and a portfolio manager of the Fund since
2012.
-
David A. Plecha, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
1989 and a
portfolio manager of the Fund since
its inception.
BUYING AND SELLING FUND SHARES,
TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER FINANCIAL
INTERMEDIARIES
For important information about buying
and selling Fund shares, tax information, and financial intermediary
compensation, please turn to Buying and Selling Fund Shares, Tax Information,
and Payments to Investment Providers and Other Financial Intermediaries on page
[ ] of this Prospectus.
Fund Summary
SA U.S. Core Market Fund
GOAL
The Funds goal is to achieve long-term
capital appreciation.
FEES AND EXPENSES
The tables below describe the fees and
expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly from
|
|
|
|
your
investment)
|
|
|
|
Sales charge (load)
imposed on purchases
|
|
None
|
|
Sales charge (load) imposed on
reinvested
|
|
|
|
dividends
|
|
None
|
|
Redemption
fee
|
|
None
|
|
Exchange fee
|
|
None
|
|
|
|
Annual Fund
Operating Expenses
|
|
|
|
(expenses that
you pay each year as a
|
|
|
|
percentage of the
value of your investment)
|
|
|
|
Management
fees
|
|
0.55%
1
|
|
Other expenses
|
|
|
|
Shareholder
servicing fee
|
|
0.25%
|
|
Other expenses
(administration, sub-
|
|
|
|
administration and
other ordinary
|
|
|
|
operating
expenses)
|
|
[ ]%
|
|
Total other
expenses
|
|
[ ]%
|
|
Acquired fund fees
and expenses
|
|
[ ]%
|
|
Total annual Fund
operating expenses
|
|
[ ]%
|
|
Fee waiver and/or
expense reimbursement
2
|
|
[ ]%
|
|
Total annual Fund
operating expenses after
|
|
|
|
fee waiver and/or
expense reimbursement
|
|
[ ]%
|
|
1
Management fees in the fee
table above have been restated to reflect current
fees.
2
The Adviser has
contractually agreed to waive its management fees and/or to reimburse expenses
so that the Funds total annual operating expenses (excluding interest, taxes,
brokerage commissions, acquired fund fees and expenses and extraordinary
expenses) are limited to 1.00% of average daily net assets. This expense
limitation will remain in effect until October 28, 2021 and may be amended or
terminated before such time only with the approval of the Board of Trustees of
the Fund. The Adviser may elect to recapture any amounts waived or reimbursed
subject to certain conditions, including that repayment does not cause annual
operating expenses to exceed 1.00% of average daily net assets and that any such
repayment must be made within three years after the year in which the
waiver/reimbursement was made.
This
expense example
is intended to help
you compare the cost of investing in the Fund with 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 redeem all of your shares at the end of those
periods. The example also assumes that your investment has a 5% return each year
and that the Funds operating expenses remain the same and the expense
limitation remains in place for the time period indicated. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
1
year
|
3
years
|
5
years
|
10
years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
PORTFOLIO
TURNOVER
The Fund pays transaction costs, such
as commissions, when it buys and sells securities (or turns over its
portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During the most recent fiscal
year, the Funds portfolio turnover rate was [ ]% of the average
value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its goal by generally
investing in a broad and diverse group of readily marketable securities of U.S.
companies traded on a principal U.S. exchange or on the over-the-counter market
in the United States. As of the date of this Prospectus, the Sub-Adviser has
narrowed the universe of eligible securities to those of companies whose market
capitalizations generally are either in the highest 96% of total market
capitalization or companies whose market capitalizations are larger than the
1,500th largest U.S. company, whichever results in the higher market
capitalization threshold. Under the Sub-Advisers guidelines described above, as
of [ ], 2013, eligible market capitalization was defined by the
market capitalization of the [96% of total market capitalization, which was
approximately $[ ] million or above]. This dollar amount will change
due to market conditions. The Fund has a non-fundamental investment policy that,
under normal circumstances, it will invest at least 80% of its net assets in
U.S. securities.
The Sub-Adviser uses a market
capitalization weighted approach to weight the securities in the Funds
portfolio. In general, this means that the higher the relative market
capitalization of the issuer, the greater its representation in the Fund. The
Sub-Adviser may modify market capitalization weights and even exclude companies
after considering such factors as free float (a companys share capital that is
freely available for trading), expected profitability, trading strategies,
liquidity management, tax management, momentum and other factors that it
determines to be appropriate given market conditions. In assessing expected
profitability, the Sub-Adviser may consider different ratios, such as earnings
or profits from operations relative to book value or assets.
The Fund may also invest up to 5% of
its total assets in the U.S. Micro Cap Portfolio, a portfolio of DFA Investment
Dimensions Group Inc., a separate registered investment company. The Sub-Adviser
is also the adviser of the U.S. Micro Cap Portfolio. The U.S. Micro Cap
Portfolio generally will purchase a broad and diverse group of securities of
micro cap companies traded on a principal U.S. exchange or the over-the-counter
market.
The Fund may lend its portfolio
securities to generate additional income.
PRINCIPAL INVESTMENT RISKS
The share price of the Fund may change
daily based on market conditions and other factors. Therefore, you may lose
money if you invest in the Fund.
The principal risks that apply to the
Fund are:
-
Market Risk:
The value of the securities
in which the Fund invests may go up or down in response to the prospects of
individual companies, general economic or market conditions, and/or investor
behavior that leads investors perceptions of value (as reflected in the stock
price) to diverge from fundamental value.
-
Large Company Stock Risk:
Larger, more established
companies may be unable to respond quickly to competitive challenges, such as
changes in technology and consumer tastes.
-
Medium-Size Company Stock Risk:
Stocks of medium-size
companies are usually more sensitive to adverse business developments and
economic, political, regulatory and market factors than stocks of larger
companies, and the prices of stocks of medium-size companies may be more
volatile.
-
Small Company Stock Risk:
The stocks of small
companies may have more risks than those of larger companies. Small companies
often have narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result, they may be
more sensitive to changing economic conditions, which could increase the
volatility of the Funds portfolio. In addition, small company stocks
typically are traded in lower volume, making them more difficult to purchase
or sell. Generally, the smaller the company size, the greater these
risks.
-
Securities Lending Risk:
Securities lending involves
possible delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. As a result, the value of the
Fund shares may fall. The value of the Fund shares could also fall if a loan
is called and the Fund is required to liquidate reinvested collateral at a
loss or if the Fund is unable to reinvest cash collateral at rates which
exceed the costs involved.
-
Sector Risk:
Companies with similar characteristics may be
grouped together in broad categories called sectors. The Fund may be
overweight in certain sectors at various times. To the extent the Fund invests
more heavily in a particular sector, its performance will be especially
sensitive to any economic, business, regulatory or other developments which
generally affect that sector. Individual sectors may underperform other
sectors or the market as a whole.
-
Recent Market Conditions:
The financial crisis in the
U.S. and many foreign economies over the past several years, including the
European sovereign debt and banking crises, has resulted, and may continue to
result, in an unusually high degree of volatility in the financial markets,
both domestic and foreign, and in the net asset values of many mutual funds,
including to some extent the Fund. Both domestic and international equity and
fixed income markets have been experiencing heightened volatility and turmoil.
Conditions in the U.S. and many foreign economies have resulted, and may
continue to result, in fixed income instruments experiencing unusual liquidity
issues, increased price volatility and, in some cases, credit downgrades and
increased likelihood of default. These events have reduced the willingness and
ability of some lenders to extend credit, and have made it more difficult for
borrowers to obtain financing on attractive terms, if at all. As a result, the
values of many types of securities have been reduced. In addition, global
economies and financial markets are becoming increasingly interconnected,
which increases the possibilities that conditions in one country or region
might adversely impact issuers in a different country or region. The severity
or duration of adverse economic conditions may also be affected by policy
changes made by governments or quasi-governmental organizations.
PERFORMANCE
The bar chart and table below provide
some indication of the risks of investing in the Fund. The bar chart shows how
the Funds performance has varied from year to year. The table shows how the
Funds average annual total returns for certain time periods compare to those of
a broad-based securities market index. The Funds past performance (before and
after taxes) is not necessarily an indication of how it will perform in the
future. Updated Fund performance information can be obtained by visiting
http://www.sa-funds.net
.
Annual Total Returns
(per calendar
year)
Highest/lowest quarterly return during
the periods shown:
|
Quarter Ended
|
|
Total Return
|
Best Quarter
|
[
]
|
|
[
]%
|
Worst
Quarter
|
[ ]
|
|
[
]%
|
The year-to-date return through the
calendar quarter ended September 30, 2013 was [ ]%.
Average Annual
|
|
|
|
|
|
|
Total
Returns
|
|
|
|
|
|
|
(for
periods
|
|
|
|
|
|
|
ended December
31,
|
|
|
|
|
|
|
2012)
|
|
1 year
|
|
5 years
|
|
10 years
|
Return Before
Taxes
|
|
[
]%
|
|
[
]%
|
|
[
]%
|
Return After Taxes on
|
|
|
|
|
|
|
Distributions
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes
on
|
|
|
|
|
|
|
Distributions and
Sale of
|
|
|
|
|
|
|
Fund Shares
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Russell 3000 Index
|
|
[ ]%
|
|
[ ]%
|
|
[
]%
|
After-tax returns are calculated using
the historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investors tax situation and may differ from those shown. After-tax returns
shown are not relevant to investors who hold their Fund shares through
tax-advantaged arrangements, such as 401(k) plans or individual retirement
accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the Adviser.
Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio managers are
responsible for coordinating the day-to-day management of the Fund:
-
Joseph H. Chi, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
2005 and a
portfolio manager of the Fund since
2012.
-
Jed S. Fogdall, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
2004 and a
portfolio manager of the Fund since
2012.
-
Henry F. Gray, Vice President of the
Sub-Adviser,
has been Head of Global Equity
Trading at the
Sub-Adviser since 2006.
BUYING AND SELLING FUND SHARES,
TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER FINANCIAL
INTERMEDIARIES
For important information about buying
and selling Fund shares, tax information, and financial intermediary
compensation, please turn to Buying and Selling Fund Shares, Tax Information,
and Payments to Investment Providers and Other Financial Intermediaries on page
[ ] of this Prospectus.
Fund Summary
SA U.S. Value Fund
GOAL
The Funds goal is to achieve long-term
capital appreciation.
FEES AND EXPENSES
The tables below describe the fees and
expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly
|
|
|
from your
investment)
|
|
|
Sales charge (load)
imposed on
|
|
|
purchases
|
None
|
|
Sales charge (load) imposed
on
|
|
|
reinvested dividends
|
None
|
|
Redemption
fee
|
None
|
|
Exchange fee
|
None
|
|
|
|
Annual Fund Operating Expenses
|
|
|
(expenses that
you pay each year as a
|
|
|
percentage of the
value of your
|
|
|
investment)
|
|
|
Management
fees
|
0.60
|
%
1
|
Other expenses
|
|
|
Shareholder servicing
fee
|
0.25
|
%
|
Other expenses
(administration, sub-
|
|
|
administration and
other ordinary
|
|
|
operating
expenses)
|
[ ]
|
%
|
Total other
expenses
|
[
]
|
%
|
Total annual Fund operating
expenses
|
[ ]
|
%
|
Fee waiver and/or
expense
|
|
|
reimbursement
2
|
[ ]
|
%
|
Total annual Fund operating
expenses
|
|
|
after fee waiver and/or
expense
|
|
|
reimbursement
|
[ ]
|
%
|
1
Management fees in the fee
table above have been restated to reflect current fees.
2
The Adviser has contractually agreed to
waive its management fees and/or to reimburse expenses so that the Funds total
annual operating expenses (excluding interest, taxes, brokerage commissions,
acquired fund fees and expenses and extraordinary expenses) are limited to 1.05%
of average daily net assets. This expense limitation will remain in effect until
October 28, 2021 and may be amended or terminated before such time only with the
approval of the Board of Trustees of the Fund. The Adviser may elect to
recapture any amounts waived or reimbursed subject to certain conditions,
including that repayment does not cause annual operating expenses to exceed
1.05% of average daily net assets and that any such repayment must be made
within three years after the year in which the waiver/reimbursement was made.
This
expense example
is intended to help
you compare the cost of investing in the Fund with 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 redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Funds operating expenses remain the same and the expense
limitation remains in place for the time period indicated. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
1
year
|
3
years
|
5
years
|
10
years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
PORTFOLIO
TURNOVER
The Fund pays transaction costs, such
as commissions, when it buys and sells securities (or turns over its
portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During the most recent fiscal
year, the Funds portfolio turnover rate was [ ]% of the average
value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its goal by generally
investing in a broad and diverse group of readily marketable securities of large
and mid cap U.S. companies traded on a principal U.S. exchange or on the
over-the-counter market in the United States that the Sub-Adviser believes are
value stocks at the time of investment.
The Sub-Adviser considers value stocks
primarily to be those of companies with high book values (values that are
derived from a companys balance sheet) in relation to their market values
(values that are derived by multiplying the market price per share of a
companys stock by the number of outstanding shares of that stock). In assessing
value, the Sub-Adviser may consider additional factors such as price-to-cash
flow or price-to-earnings ratios as well as economic conditions and developments
in the companys issuers industry. The criteria the Sub-Adviser uses for
assessing value are subject to change from time to time.
As of the date of this Prospectus, the
Sub-Adviser considers large and mid cap companies to be companies whose market
capitalizations generally are either in the highest 90% of total market
capitalization or companies whose market capitalizations are larger than the
1,000th largest U.S. company, whichever results in the higher market
capitalization threshold. Under the Sub-Advisers market capitalization
guidelines described above, as of [ ], 2013, the market capitalization of a large or mid cap company was defined by
the market capitalization of a company [in the highest 90% of total market
capitalization, which was approximately $[ ]
million or above]. This dollar amount will change due to market
conditions. The Fund has a non-fundamental investment policy that, under normal
circumstances, it will invest at least 80% of its net assets in U.S. securities.
The Sub-Adviser uses a market
capitalization weighted approach to weight the securities in the Funds
portfolio. In general, this means that the higher the relative market
capitalization of the issuer, the greater its representation in the Fund. The
Sub-Adviser may modify market capitalization weights and even exclude companies
after considering such factors as free float (a companys share capital that is
freely available for trading), expected profitability, trading strategies,
liquidity management, tax management, momentum and other factors that it
determines to be appropriate given market conditions. In assessing expected
profitability, the Sub-Adviser may consider different ratios, such as earnings
or profits from operations relative to book value or assets.
The Fund may lend its portfolio
securities to generate additional income.
PRINCIPAL INVESTMENT RISKS
The share price of the Fund may change
daily based on market conditions and other factors. Therefore, you may lose
money if you invest in the Fund.
The principal risks that apply to the
Fund are:
-
Market Risk:
The value of the securities in which the Fund invests may go up or down in response to the prospects of individual companies, general economic or market conditions, and/or investor behavior that leads investors perceptions of value (as reflected in the stock price) to diverge from fundamental value.
-
Value Stock Risk:
A value stock may not reach what the Sub-Adviser believes is its full market value, or its intrinsic value may go down. In addition, value stocks may underperform when the market favors growth stocks over value stocks.
-
Large Company Stock Risk:
Larger, more established companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes.
-
Medium-Size Company Stock Risk:
Stocks of medium-size companies are usually more sensitive to adverse business developments and economic, political, regulatory and market factors than stocks of larger companies, and the prices of stocks of medium-size companies may be more volatile. The Fund may experience difficulty in purchasing or selling securities of medium-size companies at the desired time and price.
-
Securities Lending Risk:
Securities lending involves possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. As a result, the value of the Fund shares may fall. The value of the Fund shares could also fall if a loan is called and the Fund is required to liquidate reinvested collateral at a loss or if the Fund is unable to reinvest cash collateral at rates which exceed the costs involved.
-
Sector Risk:
Companies with similar characteristics may be grouped together in broad categories called sectors. The Fund may be overweight in certain sectors at various times. To the extent the Fund invests more heavily in a particular sector, its performance will be especially sensitive to any economic, business, regulatory or other developments which generally affect that sector. Individual sectors may underperform other sectors or the market as a whole.
-
Recent Market Conditions:
The financial crisis in the U.S. and many foreign economies over the past several years, including the European sovereign debt and banking crises, has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and in the net asset values of many mutual funds, including to some extent the Fund. Both domestic and international equity and fixed income markets have been experiencing heightened volatility and turmoil. Conditions in the U.S. and many foreign economies have resulted, and may continue to result, in fixed income instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for borrowers to obtain financing on attractive terms, if at all. As a result, the values of many types of securities have been reduced. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations.
PERFORMANCE
The bar chart and table below provide
some indication of the risks of investing in the Fund. The bar chart shows how
the Funds performance has varied from year to year. The table shows how the
Funds average annual total returns for certain time periods compare to those of
a broad-based securities market index. The Funds past performance (before and
after taxes) is not necessarily an indication of how it will perform in the
future. Updated
Fund performance information can be
obtained by visiting
http://www.sa-funds.net
.
Annual Total Returns
(per
calendar year)
Highest/lowest quarterly return during
the periods shown:
|
Quarter
Ended
|
|
Total
Return
|
Best Quarter
|
[ ]
|
|
[ ]%
|
Worst
Quarter
|
[
]
|
|
[
]%
|
The year-to-date return through the
calendar quarter ended September 30, 2013 was [ ]%.
Average Annual
|
|
|
|
|
|
|
Total
Returns
|
|
|
|
|
|
|
(for
periods
|
|
|
|
|
|
|
ended
December 31,
|
|
|
|
|
|
|
2012)
|
|
1 year
|
|
5 years
|
|
10 years
|
Return Before Taxes
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After
Taxes on
|
|
|
|
|
|
|
Distributions
|
|
[ ]%
|
|
[ ]%
|
|
[
]%
|
Return After Taxes on
|
|
|
|
|
|
|
Distributions and Sale of
|
|
|
|
|
|
|
Fund Shares
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Russell 1000 Value Index
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
After-tax returns are calculated using
the historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. In certain situations, the Return
After Taxes on Distributions and Sale of Fund Shares may be higher than the
other return figures for the same period. A higher after-tax return can occur
when a capital loss occurs upon redemption and translates into an assumed tax
deduction that benefits the shareholder. Actual after-tax returns depend on an
investors tax situation and may differ from those shown. After-tax returns
shown are not relevant to investors who hold their Fund shares through
tax-advantaged arrangements, such as 401(k) plans or individual retirement
accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the Adviser.
Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio managers are
responsible for coordinating the day-to-day management of the Fund:
-
Joseph H. Chi, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
2005 and a
portfolio manager of the Fund since
2012.
-
Jed S. Fogdall, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
2004 and a
portfolio manager of the Fund since
2012.
-
Henry F. Gray, Vice President of the
Sub-Adviser,
has been Head of Global Equity
Trading at the
Sub-Adviser since 2006.
BUYING AND SELLING FUND SHARES,
TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER FINANCIAL
INTERMEDIARIES
For important information about buying
and selling Fund shares, tax information, and financial intermediary
compensation, please turn to Buying and Selling Fund Shares, Tax Information,
and Payments to Investment Providers and Other Financial Intermediaries on page
[ ] of this Prospectus.
Fund Summary
SA U.S. Small Company Fund
GOAL
The Funds goal is to achieve long-term
capital appreciation.
FEES AND EXPENSES
The tables below describe the fees and
expenses that you may pay if you buy and hold shares of the Fund.
Shareholder Fees
(fees paid directly
|
|
|
from your
investment)
|
|
|
Sales charge
(load) imposed on
|
|
|
purchases
|
None
|
|
Sales charge (load) imposed
on
|
|
|
reinvested dividends
|
None
|
|
Redemption
fee
|
None
|
|
Exchange fee
|
None
|
|
|
|
Annual Fund
Operating Expenses
|
|
|
(expenses that you pay each
year as a
|
|
|
percentage of the value of
your
|
|
|
investment)
|
|
|
Management
fees
|
0.85
|
%
1
|
Other expenses
|
|
|
Shareholder servicing
fee
|
0.25
|
%
|
Other expenses
(administration, sub-
|
|
|
administration and other
ordinary
|
|
|
operating
expenses)
|
[ ]
|
%
|
Total other expenses
|
[
]
|
%
|
Total annual Fund operating
expenses
|
[ ]
|
%
|
Fee waiver and/or
expense
|
|
|
reimbursement
2
|
[ ]
|
%
|
Total annual Fund operating
expenses
|
|
|
after fee waiver and/or
expense
|
|
|
reimbursement
|
[ ]
|
%
|
1
Management fees in the fee
table above have been restated to reflect current fees.
2
The Adviser has contractually agreed to
waive its management fees and/or to reimburse expenses so that the Funds total
annual operating expenses (excluding interest, taxes, brokerage commissions,
acquired fund fees and expenses and extraordinary expenses) are limited to 1.20%
of average daily net assets. This expense limitation will remain in effect until
October 28, 2021 and may be amended or terminated before such time only with the
approval of the Board of Trustees of the Fund. The Adviser may elect to
recapture any amounts waived or reimbursed subject to certain conditions,
including that repayment does not cause annual operating expenses to exceed
1.20% of average daily net assets and that any such repayment must be made
within three years after the year in which the waiver/reimbursement was made.
This
expense example
is intended to help
you compare the cost of investing in the Fund with 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 redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Funds operating expenses remain the same and the expense
limitation remains in place for the time period indicated. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
1
year
|
3
years
|
5
years
|
10
years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
PORTFOLIO
TURNOVER
The Fund pays transaction costs, such
as commissions, when it buys and sells securities (or turns over its
portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During the most recent fiscal
year, the Funds portfolio turnover rate was [ ]% of the average
value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its goal by generally
investing in a broad and diverse group of readily marketable securities of small
cap companies traded on a principal U.S. exchange or on the over-the-counter
market in the United States. As of the date of this Prospectus, the Sub-Adviser
considers small cap companies to be companies whose market capitalizations
generally are either in the lowest 10% of total market capitalization or
companies whose market capitalizations are smaller than the 1,000th largest U.S.
company, whichever results in the higher market capitalization threshold. Under
the Sub-Advisers market capitalization guidelines described above, as of
[ ], 2013, the market capitalization of a small cap company was
defined by the market capitalization of [a company in the lowest 10% of total
market capitalization, which was approximately $[ ] million or
below]. This dollar amount will change due to market conditions. The Fund has a
non-fundamental investment policy that, under normal circumstances, it will
invest at least 80% of its net assets in securities of U.S. small cap
companies.
The Sub-Adviser uses a market
capitalization weighted approach to weight the securities in the Funds
portfolio. In general, this means that the higher the relative market
capitalization of the issuer, the greater its representation in the Fund. The
Sub-Adviser may modify market capitalization weights and even exclude companies
after considering such factors as free float (a companys share capital that is
freely available for trading), expected profitability, trading strategies,
liquidity management, tax management, momentum and other factors that it
determines to be appropriate given market conditions. In
assessing expected profitability, the Sub-Adviser may consider different
ratios, such as earnings or profits from operations relative to book value or
assets.
The Fund may lend its portfolio
securities to generate additional income.
PRINCIPAL INVESTMENT RISKS
The share price of the Fund may change
daily based on market conditions and other factors. Therefore, you may lose
money if you invest in the Fund.
The principal risks that apply to the
Fund are:
-
Market Risk:
The value of the securities in which the Fund invests may go up or down in response to the prospects of individual companies, general economic or market conditions, and/or investor behavior that leads investors perceptions of value (as reflected in the stock price) to diverge from fundamental value.
-
Small Company Stock Risk:
The stocks of small companies may have more risks than those of larger companies. Small companies often have narrower markets and more limited managerial and financial resources than larger, more established companies. As a result they may be more sensitive to changing economic conditions, which could increase the volatility of the Funds portfolio. In addition, small company stocks typically are traded in lower volume, making them more difficult to purchase or sell. Generally, the smaller the company size, the greater these risks.
-
Securities Lending Risk:
Securities lending involves possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. As a result, the value of the Fund shares may fall. The value of the Fund shares could also fall if a loan is called and the Fund is required to liquidate reinvested collateral at a loss or if the Fund is unable to reinvest cash collateral at rates which exceed the costs involved.
-
Sector Risk:
Companies with similar characteristics may be grouped together in broad categories called sectors. The Fund may be overweight in certain sectors at various times. To the extent the Fund invests more heavily in a particular sector, its performance will be especially sensitive to any economic, business, regulatory or other developments which generally affect that sector. Individual sectors may underperform other sectors or the market as a whole.
-
Recent Market Conditions:
The financial crisis in the U.S. and many foreign economies over the past several years, including the European sovereign debt and banking crises, has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and in the net asset values of many mutual funds, including to some extent the Fund. Both domestic and international equity and fixed income markets have been experiencing heightened volatility and turmoil. Conditions in the U.S. and many foreign economies have resulted, and may continue to result, in fixed income instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for borrowers to obtain financing on attractive terms, if at all. As a result, the values of many types of securities have been reduced. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations.
PERFORMANCE
The bar chart and table below provide
some indication of the risks of investing in the Fund. The bar chart shows how
the Funds performance has varied from year to year. The table shows how the
Funds average annual total returns for certain time periods compare to those of
a broad-based securities market index. The Funds past performance (before and
after taxes) is not necessarily an indication of how it will perform in the
future. Updated Fund performance information can be obtained by visiting
http://www.sa-funds.net
.
Annual Total Returns
(per
calendar year)
Highest/lowest quarterly return during
the periods shown:
|
Quarter
Ended
|
|
Total
Return
|
Best Quarter
|
[ ]
|
|
[ ]%
|
Worst
Quarter
|
[
]
|
|
[
]%
|
The year-to-date return through the
calendar quarter ended September 30, 2013 was [ ]%.
Average Annual
|
|
|
|
|
|
|
Total Returns
|
|
|
|
|
|
|
(for periods
|
|
|
|
|
|
|
ended December
31,
|
|
|
|
|
|
|
2012)
|
|
1 year
|
|
5 years
|
|
10 years
|
Return Before
Taxes
|
|
[
]%
|
|
[
]%
|
|
[
]%
|
Return After Taxes on
|
|
|
|
|
|
|
Distributions
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After
Taxes on
|
|
|
|
|
|
|
Distributions and
Sale of
|
|
|
|
|
|
|
Fund
Shares
|
|
[ ]%
|
|
[ ]%
|
|
[
]%
|
Russell 2000 Index
|
|
[
]%
|
|
[
]%
|
|
[
]%
|
After-tax returns are calculated using
the historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. In certain situations, the Return
After Taxes on Distributions and Sale of Fund Shares may be higher than the
other return figures for the same period. A higher after-tax return can occur
when a capital loss occurs upon redemption and translates into an assumed tax
deduction that benefits the shareholder. Actual after-tax returns depend on an
investors tax situation and may differ from those shown. After-tax returns
shown are not relevant to investors who hold their Fund shares through
tax-advantaged arrangements, such as 401(k) plans or individual retirement
accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the Adviser.
Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio managers are
responsible for coordinating the day-to-day management of the Fund:
-
Joseph H. Chi, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
2005 and a
portfolio manager of the Fund since
2012.
-
Jed S. Fogdall, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
2004 and a
portfolio manager of the Fund since
2012.
-
Henry F. Gray, Vice President of the
Sub-Adviser,
has been Head of Global Equity
Trading at the
Sub-Adviser since 2006.
BUYING AND SELLING FUND SHARES,
TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER FINANCIAL
INTERMEDIARIES
For important information about buying
and selling Fund shares, tax information, and financial intermediary
compensation, please turn to Buying and Selling Fund Shares, Tax Information,
and Payments to Investment Providers and Other Financial Intermediaries on page
[ ] of this Prospectus.
Fund Summary
SA International Value Fund
GOAL
The Funds goal is to achieve long-term
capital appreciation.
FEES AND EXPENSES
The tables below describe the fees and
expenses that you may pay if you buy and hold shares of the Fund.
Shareholder
Fees
(fees paid
directly from
|
|
|
your
investment)
|
|
|
Sales charge (load) imposed on purchases
|
None
|
|
Sales charge
(load) imposed on reinvested
|
|
|
dividends
|
None
|
|
Redemption fee
|
None
|
|
Exchange
fee
|
None
|
|
|
|
Annual Fund Operating Expenses
|
|
|
(expenses
that you pay each year as a
|
|
|
percentage of
the value of your
|
|
|
investment)
|
|
|
Management fees
|
0.80
|
%
1
|
Other
expenses
|
|
|
Shareholder servicing
fee
|
0.25
|
%
|
Other expenses
(administration, sub-
|
|
|
administration and other
ordinary
|
|
|
operating
expenses)
|
[ ]
|
%
|
Total other expenses
|
[ ]
|
%
|
Total annual
Fund operating expenses
|
[
]
|
%
|
1
Management fees in the fee
table above have been restated to reflect current fees.
This
expense example
is intended to help
you compare the cost of investing in the Fund with 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 redeem all of your shares at the end of
those periods. The example also assumes that your investment has a 5% return
each year and that the Funds operating expenses remain the same. Although your
actual costs may be higher or lower, based on these assumptions your costs would
be:
1
year
|
3
years
|
5
years
|
10
years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[ ]
|
PORTFOLIO
TURNOVER
The Fund pays transaction costs, such
as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher
transaction costs and may result in higher taxes when Fund shares are held in a
taxable account. These costs, which are not reflected in annual fund operating
expenses or in the example, affect the Funds performance. During the most
recent fiscal year, the Funds portfolio turnover rate was [ ]% of
the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
The Fund pursues its goal by generally
investing in a broad and diverse group of readily marketable securities of large
and mid cap non-U.S. companies that the Sub-Adviser believes are value stocks
at the time of investment.
The Sub-Adviser considers value stocks
primarily to be those of companies with high book values (values that are
derived from a companys balance sheet) in relation to their market values
(values that are derived by multiplying the market price per share of a
companys stock by the number of outstanding shares of that stock). In assessing
value, the Sub-Adviser may consider additional factors such as price-to-cash
flow or price-to-earnings ratios as well as economic conditions and developments
in the companys issuers industry. The criteria the Sub-Adviser uses for
assessing value are subject to change from time to time.
The Fund invests in companies in
countries with developed markets designated by the Investment Committee of the
Sub-Adviser as approved markets from time to time. As of the date of this
Prospectus, the Fund is authorized to invest in the stocks of large and mid cap
companies in Australia, Austria, Belgium, Canada, Denmark, Finland, France,
Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New
Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United
Kingdom. This list of authorized countries is subject to change. Under normal
market conditions, the Sub-Adviser intends to invest in companies organized or
having a majority of their operating income from sources in at least three
non-U.S. countries.
The Sub-Adviser determines company size
on a country- or region-specific basis and based primarily on market
capitalization. In the countries or regions authorized for investment, the
Sub-Adviser first ranks eligible companies listed on selected exchanges based on
the companies market capitalizations. The Sub-Adviser then determines the
universe of eligible securities by defining the minimum market capitalization of
large and mid cap companies that may be purchased by the Fund with respect to
each country or region. As of [ ], 2013, the lowest minimum market
capitalization of a large or mid cap company in any country or region in which
the Fund invests was $[ ] million. This threshold will vary by
country and region and will change with market conditions.
The Fund intends to purchase securities
within each authorized country or region using a market capitalization weighted
approach. In general, this means that the higher the relative market
capitalization of the issuer, the greater its representation in the Fund. The
Sub-Adviser, using this approach and its judgment, will seek to set country or
region weights based on the relative market capitalization of eligible large and
mid cap non-U.S. companies within each country or region. The Sub-Adviser may
modify market capitalization weights and even exclude companies after
considering such factors as free float (a companys share capital that is freely
available for trading), expected profitability, trading strategies, liquidity
management, tax management, momentum and other factors that it determines to be
appropriate given market conditions. In assessing expected profitability, the
Sub-Adviser may consider different ratios, such as earnings or profits from
operations relative to book value or assets.
The Fund may lend its portfolio
securities
to
generate additional income.
PRINCIPAL INVESTMENT RISKS
The share price of the Fund may change
daily based on market conditions and other factors. Therefore, you may lose
money if you invest in the Fund.
The principal risks that apply to the
Fund are:
-
Market Risk:
The value of the securities in which the Fund invests may go up or down in response to the prospects of individual companies, general economic or market conditions, and/or investor behavior that leads investors perceptions of value (as reflected in the stock price) to diverge from fundamental value.
-
Foreign Securities and Currency Risk:
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Investments in foreign securities are subject to fluctuations in currency exchange rates, which may negatively affect the value of the Funds portfolio. Additional risks may include exposure to less developed or less efficient trading markets; social, political or economic instability; nationalization of assets, currency controls or redenomination; changes in tax policy; high transaction costs; settlement, custodial or other operational risks; and less stringent accounting, auditing, financial reporting, and legal standards and practices. As a result, foreign securities can fluctuate more widely in price, and may also be less liquid, than comparable U.S. securities.
-
European Economic Risk
:
Recently, the European financial markets have been negatively impacted by rising government debt levels; possible default on or restructuring of sovereign debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European countrys default or debt restructuring would adversely affect the holders of the countrys debt and sellers of credit default swaps linked to the countrys creditworthiness and could negatively impact equity markets in Europe as well as global markets more generally. Recent events in Europe have adversely affected the euros exchange rate and value and may continue to impact the economies of every European country.
-
Large Company Stock Risk:
Larger, more established companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes.
-
Medium-Size Company Stock Risk:
Stocks of medium-size companies are usually more sensitive to adverse business developments and economic, political, regulatory and market factors than stocks of larger companies, and the prices of stocks of medium-size companies may be more volatile.
The Fund may experience difficulty in purchasing or selling securities of medium-size companies at the desired time and price.
-
Value Stock Risk:
A value stock may not reach what the Sub-Adviser believes is its full market value, or its intrinsic value may go down. In addition, value stocks may underperform when the market favors growth stocks over value stocks.
-
Securities Lending Risk:
Securities lending involves possible delay in recovery of the securities or possible loss of rights in the collateral should the borrower fail financially. As a result, the value of the Fund shares may fall. The value of the Fund shares could also fall if a loan is called and the Fund is required to liquidate reinvested collateral at a loss or if the Fund is unable to reinvest cash collateral at rates which exceed the costs involved.
-
Sector Risk:
Companies with similar characteristics may be grouped together in broad categories called sectors. The Fund may be overweight in certain sectors at various times. To the extent the Fund invests more heavily in a particular sector, its performance will be especially sensitive to any economic, business, regulatory or other developments which generally affect that sector. Individual sectors may underperform other sectors or the market as a whole.
-
Recent Market Conditions:
The financial crisis in the U.S. and many foreign economies over the past several years, including the European sovereign debt and banking crises, has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and in the net asset values of many mutual funds, including to some extent the Fund. Both domestic and international equity and fixed income markets have been experiencing heightened volatility and turmoil. Conditions in the U.S. and many foreign economies have resulted, and may continue to result, in fixed income instruments experiencing unusual liquidity issues, increased price volatility and, in some cases, credit downgrades and increased likelihood of default. These events have reduced the willingness and ability of some lenders to extend credit, and have made it more difficult for borrowers to obtain financing on attractive terms, if at all. As a result, the values of many types of securities have been reduced. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country or region might adversely impact issuers in a different country or region. The severity or duration of adverse economic conditions may also be affected by policy changes made by governments or quasi-governmental organizations.
PERFORMANCE
The bar chart and table below provide
some indication of the risks of investing in the Fund. The bar chart shows how
the Funds performance has varied from year to year. The table shows how the
Funds average annual total returns for certain time periods compare to those of
a broad-based securities market index. The Funds past performance (before and
after taxes) is not necessarily an indication of how it will perform in the
future. Updated Fund performance information can be obtained by visiting
http://www.sa-funds.net
.
Annual Total Returns
(per calendar
year)
Highest/lowest quarterly return during
the periods shown:
|
Quarter
Ended
|
|
Total
Return
|
Best Quarter
|
[ ]
|
|
[ ]%
|
Worst
Quarter
|
[
]
|
|
[
]%
|
The year-to-date return through the
calendar quarter ended September 30, 2013 was [ ]%.
Average Annual
|
|
|
|
|
|
|
Total
Returns
|
|
|
|
|
|
|
(for
periods
|
|
|
|
|
|
|
ended
December 31,
|
|
|
|
|
|
|
2012)
|
|
1 year
|
|
5 years
|
|
10 years
|
Return Before Taxes
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After
Taxes on
|
|
|
|
|
|
|
Distributions
|
|
[ ]%
|
|
[ ]%
|
|
[
]%
|
Return After Taxes on
|
|
|
|
|
|
|
Distributions and Sale of
|
|
|
|
|
|
|
Fund Shares
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
MSCI World Ex. U.S.
Value Index
(net.div.)
|
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
After-tax returns are calculated using
the historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. In certain situations, the Return
After Taxes on Distributions and Sale of Fund Shares may be higher than the
other return figures for the same period. A higher after-tax return can occur
when a capital loss occurs upon redemption and translates into an assumed tax
deduction that benefits the shareholder. Actual after-tax returns depend on an
investors tax situation and may differ from those shown. After-tax returns
shown are not relevant to investors who hold their Fund shares through
tax-advantaged arrangements, such as 401(k) plans or individual retirement
accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the Adviser.
Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio managers are
responsible for coordinating the day-to-day management of the Fund:
-
Joseph H. Chi, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
2005 and a
portfolio manager of the Fund since
2012.
-
Jed S. Fogdall, Senior Portfolio Manager and
Vice
President of the Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since
2004 and a
portfolio manager of the Fund since
2012.
-
Karen E. Umland, Senior Portfolio Manager
and
Vice President of the Sub-Adviser, has been
a
portfolio manager for the Sub-Adviser since
1998
and a portfolio manager of the Fund since
its
inception.
-
Henry F. Gray, Vice President of the
Sub-Adviser,
has been Head of Global Equity
Trading at the
Sub-Adviser since 2006.
BUYING AND SELLING FUND SHARES,
TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER FINANCIAL
INTERMEDIARIES
For important information about buying
and selling Fund shares, tax information, and financial intermediary
compensation, please turn to Buying and Selling Fund Shares, Tax Information,
and Payments to Investment Providers and Other Financial Intermediaries on page
[ ] of this Prospectus.
Fund Summary
SA International Small
Company Fund
GOAL
The Funds goal is to
achieve long-term capital appreciation. The Fund pursues its goal by investing
substantially all of its assets in the International Small Company Portfolio of
DFA Investment Dimensions Group Inc. (the DFA Portfolio), a separate
registered investment company with the same investment objective and investment
policies as the Fund.
FEES AND EXPENSES
The tables below describe
the fees and expenses that you may pay if you buy and hold shares of the
Fund.
Shareholder Fees
(fees paid directly
|
|
|
from your investment)
|
|
|
Sales charge (load) imposed on
|
|
|
purchases
|
None
|
|
Sales charge (load) imposed on
|
|
|
reinvested dividends
|
None
|
|
Redemption fee
|
None
|
|
Exchange fee
|
None
|
|
|
Annual Fund Operating Expenses
|
|
|
(expenses that you pay each year as a
|
|
|
percentage of the value of your
|
|
|
investment)
|
|
|
Management fees
|
0.60
|
%
1
|
Other expenses
|
|
|
Shareholder servicing fee
|
0.25
|
%
|
Other expenses
(administration, sub-
|
|
|
administration and other
ordinary
|
|
|
operating
expenses)
|
[ ]
|
%
|
Total
other expenses
|
[ ]
|
%
|
Acquired fund fees and expenses
|
[ ]
|
%
|
Total annual Fund operating
expenses
|
[ ]
|
%
|
Fee waiver and/or expense
|
|
|
reimbursement
2
|
[ ]
|
%
|
Total annual Fund operating
expenses
|
|
|
after fee waiver and/or expense
|
|
|
reimbursement
|
[ ]
|
%
|
1
Management
fees in the fee table above have been restated to reflect current
fees.
2
The Adviser has
contractually agreed to waive its management fees and/or to reimburse expenses
so that the Funds total annual operating expenses (excluding interest, taxes,
brokerage commissions, acquired fund fees and expenses and extraordinary
expenses) are limited to 1.10% of average daily net assets. This expense
limitation will remain in effect until October 28, 2021 and may be amended or
terminated before such time only with the approval of the Board of Trustees of
the
Fund. The Adviser may elect to
recapture any amounts waived or reimbursed subject to certain conditions,
including that repayment does not cause annual operating expenses to exceed
1.10% of average daily net assets and that any such repayment must be made
within three years after the year in which the waiver/reimbursement was made.
This
expense example
is intended to help you compare the cost of
investing in the Fund with 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 redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Funds operating expenses remain the same and the expense limitation remains in
place for the time period indicated. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
1
year
|
3
years
|
5
years
|
10
years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[
]
|
PORTFOLIO
TURNOVER
A mutual fund generally
pays transaction costs, such as commissions, when it buys and sells securities
(or turns over its portfolio). A higher portfolio turnover rate may indicate
higher transaction costs and may result in higher taxes when mutual fund shares
are held in a taxable account. The Fund does not pay transaction costs when
buying and selling shares of the DFA Portfolio and the DFA Portfolio does not
pay transaction costs when buying and selling shares of the Underlying Funds (as
defined below); however, each of the Underlying Funds pay transaction costs when
buying and selling securities for its portfolio. The transaction costs incurred
by the Underlying Funds, which are not reflected in Annual Fund Operating
Expenses or in the expense example, affect the Funds performance. During the
most recent fiscal year, the Funds portfolio turnover rate was [ ]%
of the average value of its portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
Instead of buying
securities directly, the Fund invests substantially all of its assets in the DFA
Portfolio, which has the same investment objective and investment policies as
the Fund. The DFA Portfolio seeks to provide investors with access to securities
portfolios consisting of a broad range of equity securities of primarily small
Japanese, United Kingdom, European (including the Mediterranean), Asia Pacific
and Canadian companies. The DFA Portfolio invests substantially all of its
assets in: The Japanese Small Company Series (the Japanese Series), The United
Kingdom Small Company Series (the United Kingdom Series), The Continental
Small Company Series (the Continental Series), The Asia Pacific Small Company
Series (the Asia Pacific Series) and The Canadian Small Company Series (the
Canadian Series) (each an Underlying Fund and together, the Underlying
Funds),
each of which is a series of The DFA Investment
Trust Company. Each Underlying Fund
invests in small companies using a market capitalization weighted
approach in each country or region designated by the Sub-Adviser as an approved
market for investment.
In general, this means that the higher the relative
market capitalization of the issuer, the greater its representation in the
Underlying Fund. The Sub-Adviser may modify market capitalization weights and
even exclude companies after considering such factors as free float (a companys
share capital that is freely available for trading), expected profitability,
trading strategies, liquidity management, tax management, momentum and other
factors that the Sub-Adviser determines to be appropriate, given market
conditions. In assessing expected profitability, the Sub-Adviser may consider
different ratios, such as earnings or profits from operations relative to book
value or assets. The DFA Portfolio also may have some exposure to small cap
equity securities associated with other countries or regions. As a
non-fundamental policy, under normal circumstances, the Fund, through its
investments in the DFA Portfolio and, indirectly, the Underlying Funds, will
invest at least 80% of its net assets in securities of small
companies.
As of [August 31], 2013,
the DFA Portfolio invested its assets in the Underlying Funds within the
following ranges (expressed as a percentage of the DFA Portfolios
assets):
Underlying Fund
|
Investment Range
|
|
Japanese Series
|
10% - 35%
|
|
United Kingdom Series
|
10% - 30%
|
|
Continental Series
|
25% - 50%
|
|
Asia Pacific Series
|
0% - 25%
|
|
Canadian Series
|
0% - 20%
|
|
The allocation of the
assets of the DFA Portfolio to be invested in the Underlying Funds will be
determined by the Sub-Adviser on at least a semi-annual basis. The Underlying
Funds invest in countries that the Sub-Adviser views as developed market
countries and will not invest in emerging market countries. Each Underlying Fund
may lend its portfolio securities to generate additional income.
The DFA Portfolio and the
Underlying Funds are advised by the Sub-Adviser. For as long as the Fund invests
substantially all of its assets in the DFA Portfolio, the Sub-Adviser will not
receive any sub-advisory fee from the Fund for its sub-advisory services. The
Sub-Adviser receives an administration fee from the DFA Portfolio and also
receives administration and advisory fees for providing administration and
advisory services to the funds in which the DFA Portfolio invests. The
Sub-Adviser has agreed to this fee arrangement in order to prevent duplication
of advisory fees to the Sub-Adviser.
The Fund may withdraw its
investment in the DFA Portfolio at any time if the Funds Board of Trustees
determines that it is in the best interest of the Fund and its shareholders to
do so. If this happens, the Funds
assets either will be invested in another mutual fund or will be invested
directly according to the investment policies and restrictions described in this
Prospectus.
PRINCIPAL INVESTMENT
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:
-
Fund of Funds Risk:
The investment
performance of the Fund is affected by the investment performance of the DFA
Portfolio and, indirectly,the investment performance of the Underlying Funds.
The ability of the Fund to achieve its investment objective depends on the
ability of the DFA Portfolio and the Underlying Funds to meet their investment
objectives and on the Sub- Advisers decisions regarding the allocation of
the DFA Portfolios assets among the Underlying Funds. There can be no assurance
that the investment objective of the Fund, the DFA Portfolio or any Underlying
Fund will be achieved. Through its investment in the DFA Portfolio and,
indirectly,the Underlying Funds, the Fund is subject to the risks of the
Underlying Funds investments. The risks of the Underlying Funds investments
are described below. Duplication of expenses is a risk when a fund invests in
other investment companies. When the DFA Portfolio invests in Underlying Funds,
investors are subject to their proportionate share of the expenses of
these Underlying Funds in addition to the expenses of the DFA Portfolio and the
Fund.
-
Market Risk:
The value of the securities
in which the Underlying Funds invest may go up or down in response to the
prospects of individual companies,general economic or market conditions,
and/or investor behavior that leads investors perceptions of value (as
reflected in the stock price) to diverge from fundamental
value.
-
Small Company Stock Risk:
The stocks of
small companies may have more risks than those of larger companies. Small
companies often have narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result they may be
more sensitive to changing economic conditions, which could increase the
volatility of the Underlying Funds portfolios. In addition, small
company stocks typically are traded in lower volume, making them more difficult
to purchase or sell. Generally,the smaller the company size, the greater
these risks.
-
Foreign Securities and Currency
Risk:
Foreign securities
involve risks in addition to those associated with comparable U.S.
securities. Investments in foreign
securities are subject to fluctuations in currency exchange rates, which may
negatively affect the value of the Funds portfolio. Additional risks may
include exposure to less developed or less efficient trading markets; social,
political or economic instability; nationalization of assets, currency controls
or redenomination; changes in tax policy; high transaction costs; settlement,
custodial or other operational risks; and less stringent accounting, auditing,
financial reporting, and legal standards and practices. As a result, foreign
securities can fluctuate more widely in price, and may also be less liquid, than
comparable U.S. securities.
-
European Economic
Risk
:
Recently, the European financial markets have
been negatively impacted by rising government debt levels; possible default on
or restructuring of sovereign debt in several European countries, including
Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European
countrys default or debt restructuring would adversely affect the holders of
the countrys debt and sellers of credit default swaps linked to the countrys
creditworthiness and could negatively impact equity markets in Europe as well
as global markets more generally. Recent events in Europe have adversely
affected the euros exchange rate and value and may continue to impact the
economies of every European country.
-
Securities Lending
Risk:
Securities lending
involves possible delay in recovery of the securities or possible loss of
rights in the collateral should the borrower fail financially. As a result,
the value of the Underlying Fund shares (and, indirectly, the Fund shares) may
fall. The value of the Underlying Fund shares (and, indirectly, the Fund
shares) could also fall if a loan is called and the Underlying Fund is
required to liquidate reinvested collateral at a loss or if the Underlying
Fund is unable to reinvest cash collateral at rates which exceed the costs
involved.
-
Sector Risk:
Companies with similar characteristics may be
grouped together in broad categories called sectors. The Fund may be
overweight in certain sectors at various times. To the extent the Fund invests
more heavily in a particular sector, its performance will be especially
sensitive to any economic, business, regulatory or other developments which
generally affect that sector. Individual sectors may underperform other
sectors or the market as a whole.
-
Recent Market Conditions:
The financial crisis in the
U.S. and many foreign economies over the past several years, including the
European sovereign debt and banking crises, has resulted, and may continue to
result, in an unusually high degree of volatility in the financial markets,
both domestic and foreign, and in the net asset values of many mutual funds,
including to some extent the Fund. Both
domestic and international equity and fixed income markets have been
experiencing heightened volatility and turmoil. Conditions in the U.S. and
many foreign economies have resulted, and may continue to result, in fixed
income instruments experiencing unusual liquidity issues, increased price
volatility and, in some cases, credit downgrades and increased likelihood of
default. These events have reduced the willingness and ability of some lenders
to extend credit, and have made it more difficult for borrowers to obtain
financing on attractive terms, if at all. As a result, the values of many
types of securities have been reduced. In addition, global economies and
financial markets are becoming increasingly interconnected, which increases
the possibilities that conditions in one country or region might adversely
impact issuers in a different country or region. The severity or duration of
adverse economic conditions may also be affected by policy changes made by
governments or quasi-governmental organizations.
PERFORMANCE
The bar chart and table
below provide some indication of the risks of investing in the Fund. The bar
chart shows how the Funds performance has varied from year to year. The table
shows how the Funds average annual total returns for certain time periods
compare to those of a broad-based securities market index. The Funds past
performance (before and after taxes) is not necessarily an indication of how it
will perform in the future. Updated Fund performance information can be obtained
by visiting http://www.sa-funds.net.
Annual Total Returns
(per calendar year)
Highest/lowest quarterly
return during the periods shown:
|
Quarter Ended
|
|
Total Return
|
Best Quarter
|
[ ]
|
|
[ ]%
|
Worst Quarter
|
[ ]
|
|
[
]%
|
The year-to-date return
through the calendar quarter ended September 30, 2013 was [ ]%.
Average Annual
|
|
|
|
|
|
Total Returns
|
|
|
|
|
|
(for periods
|
|
|
|
|
|
ended December 31,
|
|
|
|
|
|
2012)
|
1 year
|
|
5 years
|
|
10
years
|
Return Before Taxes
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes on
|
|
|
|
|
|
Distributions
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes on
|
|
|
|
|
|
Distributions and Sale of
|
|
|
|
|
|
Fund Shares
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
MSCI
World Ex. U.S.
|
|
|
|
|
|
Small Cap Index (net
div.)
|
[ ]%
|
|
[ ]%
|
|
[
]%
|
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes. In certain
situations, the Return After Taxes on Distributions and Sale of Fund Shares
may be higher than the other return figures for the same period. A higher
after-tax return can occur when a capital loss occurs upon redemption and
translates into an assumed tax deduction that benefits the shareholder. Actual
after-tax returns depend on an investors tax situation and may differ from
those shown. After-tax returns shown are not relevant to investors who hold
their Fund shares through tax-advantaged arrangements, such as 401(k) plans or
individual retirement accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the
Adviser. Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio
managers are responsible for coordinating the day-to-day management of the Fund:
-
Joseph H. Chi, Senior Portfolio
Manager and Vice
President of the
Sub-Adviser, has been a portfolio
manager for the Sub-Adviser since 2005 and a
portfolio manager of the Fund since
2012.
-
Jed S. Fogdall, Senior Portfolio
Manager and Vice
President of the
Sub-Adviser, has been a portfolio
manager for the Sub-Adviser since 2004 and a
portfolio manager of the Fund since
2012.
-
Karen E. Umland, Senior Portfolio
Manager and
Vice President of the
Sub-Adviser, has been a
portfolio
manager for the Sub-Adviser since 1998
and a portfolio manager of the Fund since its
inception.
-
Henry F. Gray, Vice President of the
Sub-Adviser,
has been Head of
Global Equity Trading at the
Sub-Adviser since 2006.
BUYING AND SELLING
FUND SHARES, TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER
FINANCIAL INTERMEDIARIES
For important information
about buying and selling Fund shares, tax information, and financial
intermediary compensation, please turn to Buying and Selling Fund Shares, Tax
Information, and Payments to Investment Providers and Other Financial
Intermediaries on page [ ] of this Prospectus.
Fund Summary
SA Emerging Markets
Value Fund
GOAL
The Funds goal is to
achieve long-term capital appreciation.
FEES AND EXPENSES
The tables below describe
the fees and expenses that you may pay if you buy and hold shares of the
Fund.
Shareholder Fees
(fees paid directly
|
|
|
from your investment)
|
|
|
Sales charge (load) imposed on
|
|
|
purchases
|
None
|
|
Sales charge (load) imposed on
|
|
|
reinvested dividends
|
None
|
|
Redemption fee
|
None
|
|
Exchange fee
|
None
|
|
|
Annual Fund Operating Expenses
|
|
|
(expenses that you pay each year as a
|
|
|
percentage of the value of your
|
|
|
investment)
|
|
|
Management fees
|
1.10
|
%
1
|
Other expenses
|
|
|
Shareholder servicing fee
|
0.25
|
%
|
Other expenses
(administration, sub-
|
|
|
administration and other
ordinary
|
|
|
operating
expenses)
|
[ ]
|
%
|
Total
other expenses
|
[ ]
|
%
|
Total annual Fund operating
expenses
|
[ ]
|
%
|
Fee
waiver and/or expense
|
|
|
reimbursement
2
|
[ ]
|
%
|
Total annual Fund operating
expenses
|
|
|
after fee waiver and/or expense
|
|
|
reimbursement
|
[ ]
|
%
|
1
Management
fees in the fee table above have been restated to reflect current
fees.
2
The Adviser has contractually
agreed to waive its management fees and/or to reimburse expenses so that the
Funds total annual operating expenses (excluding interest, taxes, brokerage
commissions, acquired fund fees and expenses and extraordinary expenses) are
limited to 1.45% of average daily net assets. This expense limitation will
remain in effect until October 28, 2021 and may be amended or terminated before
such time only with the approval of the Board of Trustees of the Fund. The
Adviser may elect to recapture any amounts waived or reimbursed subject to
certain conditions, including that repayment does not cause annual operating
expenses to exceed 1.45% of average daily net assets and that any such repayment
must be made within three years after the year in which the waiver/reimbursement
was made.
This
expense example
is intended to help you compare the cost of
investing in the Fund with 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 redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Funds operating expenses remain the same and the expense limitation remains in
place for the time period indicated. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
1
year
|
3
years
|
5
years
|
10
years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[
]
|
PORTFOLIO
TURNOVER
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or turns over
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During the most recent fiscal
year, the Funds portfolio turnover rate was [ ]% of the average
value of its portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The Fund pursues its goal
by generally investing in a broad and diverse group of securities of companies
in emerging markets, which may include frontier markets (
i.e.
, emerging market countries in an earlier stage of development). The Fund
intends to purchase securities of companies with small, medium and large market
capitalizations in their respective markets that the Sub-Adviser considers to be
value stocks at the time of investment.
The Sub-Adviser considers
value stocks primarily to be those of companies with high book values (values
that are derived from a companys balance sheet) in relation to their market
values (values that are derived by multiplying the market price per share of a
companys stock by the number of outstanding shares of that stock). In assessing
value, the Sub-Adviser may consider additional factors such as price-to-cash
flow or price-to-earnings ratios as well as economic conditions and developments
in the companys issuers industry. The criteria the Sub-Adviser uses for
assessing value are subject to change from time to time.
The Fund seeks to achieve
its goal by investing in companies in countries designated by the Investment
Committee of the Sub-Adviser from time to time as approved markets. As of the
date of this Prospectus, the Fund is authorized to invest in the following
approved markets: Brazil, Chile, China, Colombia, the Czech Republic, Hungary,
India, Indonesia, Malaysia, Mexico, the Philippines, Poland, Russia, South
Africa, South Korea, Taiwan, Thailand, and Turkey. The Sub-Adviser may authorize
other countries for investment in the future in addition to the approved markets
listed above. In addition, the Fund may also continue to hold securities
associated with countries that are not listed above as approved markets but had
been authorized for investment in the past and may reinvest distributions
received in connection with such existing investments in such previously
approved countries. As a non-fundamental policy, under normal circumstances, the
Fund will invest at least 80% of its net assets in emerging markets investments
that are approved market securities.
The Fund's definition of
what constitutes a small, medium and large company varies across countries and
is based primarily on market capitalization. In each approved market, the
companies listed on selected exchanges are ranked based upon their market
capitalizations. The minimum market capitalization for a company in that country
is then defined. As of [August 31], 2013, [Mexico] had the highest minimum
market capitalization threshold for investment of approximately $[ ]
million; and [Hungary] had the lowest minimum market capitalization threshold
for investment of approximately $[ ] million. These dollar amounts
will change due to market conditions.
The Fund may lend its
portfolio securities to generate additional income.
PRINCIPAL INVESTMENT
RISKS
The share price of the Fund
may change daily based on market conditions and other factors. Therefore, you
may lose money if you invest in the Fund.
The principal risks that
apply to the Fund are:
-
Market Risk:
The value of the securities in which the Fund
invests may go up or down in response to the prospects of individual
companies, general economic or market conditions, and/or investor behavior
that leads investors perceptions of value (as reflected in the stock price)
to diverge from fundamental value.
-
Emerging Markets
Risk:
Investing in emerging
market countries involves risks in addition to those generally associated with
investing in developed foreign countries. Securities issued in these countries
may be more volatile and less liquid than securities issued in foreign
countries with more developed economies or markets. Numerous emerging market
countries have experienced serious, and frequently continuing, economic and
political problems. Foreigners are often limited in their ability to invest
in, and withdraw assets from, these markets.
-
Value Stock Risk:
A value stock may not reach
what the Sub-Adviser believes is its full market value, or its intrinsic value
may go down. In addition, value stocks may underperform when the market favors
growth stocks over value stocks.
-
Large Company Stock
Risk:
Larger, more
established companies may be unable to respond quickly to competitive
challenges, such as changes in technology and consumer tastes.
-
Medium-Size Company Stock
Risk:
Stocks of medium-size
companies are usually more sensitive to adverse business developments and
economic, political, regulatory and market factors than stocks of large
companies, and the prices of stocks of medium-size companies may be more
volatile.
-
Small Company Stock Risk:
The stocks of small
companies may have more risks than those of larger companies. Small companies
often have narrower markets and more limited managerial and financial
resources than larger, more established companies. As a result, they may be
more sensitive to changing economic conditions, which could increase the
volatility of the Funds portfolio. In addition, small company stocks
typically are traded in lower volume, making them more difficult to purchase
or sell. Generally, the smaller the company size, the greater these risks.
-
Foreign Securities and Currency
Risk:
Foreign securities
involve risks in addition to those associated with comparable U.S. securities.
Investments in foreign securities are subject to fluctuations in currency
exchange rates, which may negatively affect the value of the Funds portfolio.
Additional risks may include exposure to less developed or less efficient
trading markets; social, political or economic instability; nationalization of
assets, currency controls or redenomination; nationalization or expropriation
of assets; changes in tax policy; high transaction costs; settlement,
custodial or other operational risks; and less stringent accounting, auditing,
financial reporting, and legal standards and practices. In addition, key
information about the issuer, the markets or the local government or economy
may be unavailable, incomplete or inaccurate. As a result, foreign securities
can fluctuate more widely in price, and may also be less liquid, than
comparable U.S. securities.
-
Securities Lending
Risk:
Securities lending
involves possible delay in recovery of the securities or possible loss of
rights in the collateral should the borrower fail financially. As a result,
the value of the Fund shares may fall. The value of the Fund shares could also
fall if a loan is called and the Fund is required to liquidate reinvested
collateral at a loss or if the Fund is unable to reinvest cash collateral at
rates which exceed the costs involved.
-
Sector Risk:
Companies with similar characteristics may be
grouped together in broad categories called sectors. The Fund may be
overweight in certain sectors at various times. To the extent the Fund
invests more heavily in a particular sector, its performance will be
especially sensitive to any economic, business, regulatory or other
developments which generally affect that sector. Individual sectors may
underperform other sectors or the market as a whole.
-
Recent Market Conditions:
The financial crisis in the
U.S. and many foreign economies over the past several years, including the
European sovereign debt and banking crises, has resulted, and may continue to
result, in an unusually high degree of volatility in the financial markets,
both domestic and foreign, and in the net asset values of many mutual funds,
including to some extent the Fund. Both domestic and international equity and
fixed income markets have been experiencing heightened volatility and turmoil.
Conditions in the U.S. and many foreign economies have resulted, and may
continue to result, in fixed income instruments experiencing unusual liquidity
issues, increased price volatility and, in some cases, credit downgrades and
increased likelihood of default. These events have reduced the willingness and
ability of some lenders to extend credit, and have made it more difficult for
borrowers to obtain financing on attractive terms, if at all. As a result, the
values of many types of securities have been reduced. In addition, global
economies and financial markets are becoming increasingly interconnected,
which increases the possibilities that conditions in one country or region
might adversely impact issuers in a different country or region. The severity
or duration of adverse economic conditions may also be affected by policy
changes made by governments or quasi-governmental organizations.
PERFORMANCE
The bar chart and table
below provide some indication of the risks of investing in the Fund. The bar
chart shows how the Funds performance has varied from year to year. The table
shows how the Funds average annual total returns for certain time periods
compare to those of a broad-based securities market index. The Funds past
performance (before and after taxes) is not necessarily an indication of how it
will perform in the future. Updated Fund performance information can be obtained
by visiting http://www.sa-funds.net.
Annual Total Returns
(per calendar year)
Highest/lowest quarterly
return during the periods shown:
|
Quarter Ended
|
|
Total Return
|
Best Quarter
|
[ ]%
|
|
[ ]%
|
Worst Quarter
|
[ ]%
|
|
[
]%
|
The year-to-date return
through the calendar quarter ended September 30, 2013 was [ ]%.
Average
Annual
|
|
|
|
|
Since
|
Total Returns
(for
|
|
|
|
|
Fund
|
periods
ended
|
|
|
|
|
Inception
|
December 31, 2012)
|
1 Year
|
|
5 Years
|
|
(a)
|
Return Before Taxes
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes
on
|
|
|
|
|
|
Distributions
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes on
|
|
|
|
|
|
Distributions and Sale
|
|
|
|
|
|
of
Fund Shares
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
MSCI
Emerging
|
|
|
|
|
|
Markets Value
Index
|
|
|
|
|
|
(net. div.)
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
(a) April 2,
2007.
|
|
|
|
|
|
After-tax returns are
calculated using the historical highest individual federal marginal income tax
rates and do not reflect the impact of state and local taxes. In certain
situations, the Return After Taxes on Distributions and Sale of Fund Shares
may be higher than the other return figures for the same period. A higher
after-tax return can occur when a capital loss occurs upon redemption and
translates into an assumed tax deduction that benefits the shareholder. Actual
after-tax returns depend on an investors tax situation and may differ from
those shown. After-tax returns shown are not relevant to investors who hold
their Fund shares through tax-advantaged arrangements, such as 401(k) plans or
individual retirement accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the
Adviser. Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio
managers are responsible for coordinating the day-to-day management of the Fund:
-
Joseph H. Chi, Senior Portfolio
Manager and Vice President of the Sub-Adviser, has been a portfolio manager
for the Sub-Adviser since 2005 and a portfolio manager of the Fund since
2012.
-
Jed S. Fogdall, Senior Portfolio
Manager and Vice President of the Sub-Adviser, has been a portfolio manager
for the Sub-Adviser since 2004 and a portfolio manager of the Fund since
2012.
-
Karen E. Umland, Senior Portfolio
Manager and Vice President of the Sub-Adviser, has been a portfolio manager
for the Sub-Adviser since 1998 and a portfolio manager of the Fund since its
inception.
-
Henry F. Gray, Vice President of the
Sub-Adviser, has been Head of Global Equity Trading at the Sub-Adviser since
2006.
BUYING AND SELLING
FUND SHARES, TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER
FINANCIAL INTERMEDIARIES
For important information
about buying and selling Fund shares, tax information, and financial
intermediary compensation, please turn to Buying and Selling Fund Shares, Tax
Information, and Payments to Investment Providers and Other Financial
Intermediaries on page [ ] of this Prospectus.
Fund Summary
SA Real Estate
Securities Fund
GOAL
The Funds goal is to
achieve long-term capital appreciation.
FEES AND EXPENSES
The tables below describe
the fees and expenses that you may pay if you buy and hold shares of the
Fund.
Shareholder Fees
(fees paid directly
|
|
|
from your investment)
|
|
|
Sales charge (load) imposed on
|
|
|
purchases
|
None
|
|
Sales charge (load) imposed on
|
|
|
reinvested dividends
|
None
|
|
Redemption fee
|
None
|
|
Exchange fee
|
None
|
|
|
Annual Fund Operating Expenses
|
|
|
(expenses that you pay each year as
|
|
|
a percentage of the value of your
|
|
|
investment)
|
|
|
Management fees
|
0.65
|
%
1
|
Other expenses
|
|
|
Shareholder servicing fee
|
0.25
|
%
|
Other expenses
(administration,
|
|
|
sub-administration and other
|
|
|
ordinary operating
expenses)
|
[ ]
|
%
|
Total
other expenses
|
[ ]
|
%
|
Total annual Fund operating
expenses
|
[ ]
|
%
|
Fee waiver and/or
|
|
|
expense reimbursement
2
|
[ ]
|
%
|
Total annual Fund operating
|
|
|
expenses after fee waiver and/or
|
|
|
expense reimbursement
|
[ ]
|
%
|
1
Management fees in the fee
table above have been restated to reflect current
fees.
2
The Adviser has contractually
agreed to waive its management fees and/or to reimburse expenses so that the
Funds total annual operating expenses (excluding interest, taxes, brokerage
commissions, acquired fund fees and expenses and extraordinary expenses) are
limited to 1.00% of average daily net assets. This expense limitation will
remain in effect until October 28, 2021 and may be amended or terminated before
such time only with the approval of the Board of Trustees of the Fund. The
Adviser may elect to recapture any amounts waived or reimbursed subject to
certain conditions, including that repayment does not cause annual operating
expenses to exceed 1.00% of average daily net assets and that any such repayment
must be made within three years after the year in which the waiver/reimbursement
was made.
This
expense example
is intended to help you compare the cost of
investing in the Fund with 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 redeem all of your shares at the end of those periods. The
example also assumes that your investment has a 5% return each year and that the
Funds operating expenses remain the same and the expense limitation remains in
place for the time period indicated. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:
1
year
|
3
years
|
5
years
|
10
years
|
$[ ]
|
$[ ]
|
$[ ]
|
$[
]
|
PORTFOLIO
TURNOVER
The Fund pays transaction
costs, such as commissions, when it buys and sells securities (or turns over
its portfolio). A higher portfolio turnover rate may indicate higher transaction
costs and may result in higher taxes when Fund shares are held in a taxable
account. These costs, which are not reflected in annual fund operating expenses
or in the example, affect the Funds performance. During the most recent fiscal
year, the Funds portfolio turnover rate was [ ]% of the average
value of its portfolio.
PRINCIPAL INVESTMENT
STRATEGIES
The Fund pursues its goal
by generally investing in readily marketable equity securities of companies the
principal activities of which include ownership, management, development,
construction or sale of residential, commercial or industrial real estate.
Investments will include, principally, equity securities of companies in the
following sectors of the real estate industry: certain real estate investment
trusts (REITs), companies engaged in residential construction and firms,
excluding partnerships, the principal business of which is to develop commercial
property. The Fund generally considers a company to be principally engaged in
the real estate industry if the company (i) derives at least 50% of its revenue
or profits from the ownership, management, development, construction or sale of
residential, commercial, industrial or other real estate; (ii) has at least 50%
of the value of its assets invested in residential, commercial, industrial or
other real estate; or (iii) is organized as a REIT or REIT-like entity. REIT or
REIT-like entities are types of real estate companies that pool investors funds
for investment primarily in income producing real estate or real estate related
loans or interests.
The Fund will make equity
investments only in securities traded in the U.S. securities markets, primarily
on the NYSE, NYSE Alternext US LLC or such other U.S. national securities
exchanges and over-the-counter markets, as may be deemed appropriate by the
Sub-Adviser using a market capitalization weighted approach. In general, the
higher the relative market capitalization of the U.S. real estate company, the
greater its representation in the
Fund. The Sub-Adviser may modify market capitalization weights and even exclude
companies after considering such factors as free float (a companys share
capital that is freely available for trading), expected profitability, trading
strategies, liquidity management, tax management, momentum and other factors
that the Sub-Adviser determines to be appropriate, given market conditions. In
assessing expected profitability, the Sub-Adviser may consider different ratios,
such as earnings or profits from operations relative to book value or assets.
The Fund will purchase
shares of REITs. A REIT is not subject to federal income tax on net income and
gains it distributes to shareholders if it complies with several requirements
relating to its organization, ownership, assets and income and a requirement
that it distribute to its shareholders at least 90% of its taxable income (other
than net capital gain) for each taxable year. REITs can generally be classified
as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the
majority of their assets directly in real property and derive their income
primarily from rents. Equity REITs can also realize capital gains by selling
properties that have appreciated in value. Mortgage REITs invest the majority of
their assets in real estate mortgages and derive their income primarily from
interest payments. Hybrid REITs combine the characteristics of both equity REITs
and mortgage REITs. At the present time, the Fund intends to invest only in
equity REITs and hybrid REITs. As a non-fundamental policy, under normal
circumstances, at least 80% of the Funds net assets will be invested in
securities of companies in the real estate industry.
The Fund may lend its
portfolio securities to generate additional income.
PRINCIPAL INVESTMENT
RISKS
The share price of the Fund
may change daily based on market conditions and other factors. Therefore, you
may lose money if you invest in the Fund.
The principal risks that
apply to the Fund are:
-
Market Risk:
The value of the securities
in which the Fund invests may go up or down in response to the prospects of
individual companies, general economic or market conditions, and/or investor
behavior that leads investors perceptions of value (as reflected in the stock
price) to diverge from fundamental value. Price changes may be temporary or
last for extended periods.
-
Risk of Concentrating in the
Real Estate Industry:
The
Funds exclusive focus on the real estate industry will subject the Fund to
the general risks of direct real estate ownership. The Funds performance may
be materially different from the broad U.S. equity market.
-
Real Estate Investment
Risk:
The value of
securities in the real estate industry can be affected by changes in real
estate values and rental income, property taxes, interest rates, and tax and
regulatory requirements. Investing in REITs and REIT-like entities involves
certain unique risks in addition to those risks associated with investing in
the real estate industry in general. REITs and REIT-like entities are
dependent upon management skill, may not be diversified, and are subject to
heavy cash flow dependency, defaults by borrowers and self-liquidation. REITs
also are subject to the possibility of failing to qualify for federally
tax-free pass-through of income. Also, because REITs and REIT-like entities
typically are invested in a limited number of projects or in a particular
market segment, these entities are more susceptible to adverse developments
affecting a single project or market segment than more broadly diversified
investments.
-
Interest Rate Risk:
Changes in prevailing
interest rates affect not only the value of REIT shares but may also impact
the market value of the REITs investment real estate.
-
Cyclical Market
Risk:
The real estate industry tends to be cyclical
with periods of relative under-performance and out-performance in comparison
to the broad U.S. equity market. Such cycles may adversely affect the value of
the Funds portfolio.
-
Securities Lending
Risk:
Securities lending
involves possible delay in recovery of the securities or possible loss of
rights in the collateral should the borrower fail financially. As a result,
the value of the Fund shares may fall. The value of the Fund shares could also
fall if a loan is called and the Fund is required to liquidate reinvested
collateral at a loss or if the Fund is unable to reinvest cash collateral at
rates which exceed the costs involved.
-
Recent Market Conditions:
The financial crisis in the
U.S. and many foreign economies over the past several years, including the
European sovereign debt and banking crises, has resulted, and may continue to
result, in an unusually high degree of volatility in the financial markets,
both domestic and foreign, and in the net asset values of many mutual funds,
including to some extent the Fund. Both domestic and international equity and
fixed income markets have been experiencing heightened volatility and turmoil.
Conditions in the U.S. and many foreign economies have resulted, and may
continue to result, in fixed income instruments experiencing unusual liquidity
issues, increased price volatility and, in some cases, credit downgrades and
increased likelihood of default. These events have reduced the willingness and
ability of some lenders to extend credit, and have made it more difficult for
borrowers to obtain financing on attractive terms, if at all. As a result,
the values of many types of
securities have been reduced. In addition, global economies and financial
markets are becoming increasingly interconnected, which increases the
possibilities that conditions in one country or region might adversely impact
issuers in a different country or region. The severity or duration of adverse
economic conditions may also be affected by policy changes made by governments
or quasi-governmental organizations.
PERFORMANCE
The bar chart and table
below provide some indication of the risks of investing in the Fund. The bar
chart shows how the Funds performance has varied from year to year. The table
shows how the Funds average annual total returns for certain time periods
compare to those of a broad-based securities market index. The Funds past
performance (before and after taxes) is not necessarily an indication of how it
will perform in the future. Updated Fund performance information can be obtained
by visiting http://www.sa-funds.net.
Annual Total Returns
(per calendar year)
Highest/lowest quarterly
return during the periods shown:
|
Quarter Ended
|
|
Total Return
|
Best Quarter
|
[ ]
|
|
[ ]%
|
Worst Quarter
|
[ ]
|
|
[ ]%
|
The year-to-date return
through the calendar quarter ended September 30, 2013 was [ ]%.
Average Annual
Total
|
|
|
|
|
|
Returns (for
periods
|
|
|
|
|
|
ended December
31,
|
|
|
|
|
Since Fund
|
2012)
|
1 Year
|
|
5 Years
|
|
Inception (a)
|
Return Before Taxes
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes
on
|
|
|
|
|
|
Distributions
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Return After Taxes on
|
|
|
|
|
|
Distributions and Sale of
|
|
|
|
|
|
Fund
Shares
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
Dow Jones U.S.
Select
|
|
|
|
|
|
REIT Index
|
[ ]%
|
|
[ ]%
|
|
[ ]%
|
(a) April 2,
2007.
|
|
|
|
|
|
After-tax returns are calculated using
the historical highest individual federal marginal income tax rates and do not
reflect the impact of state and local taxes. Actual after-tax returns depend on
an investors tax situation and may differ from those shown. After-tax returns
shown are not relevant to investors who hold their Fund shares through
tax-advantaged arrangements, such as 401(k) plans or individual retirement
accounts.
INVESTMENT ADVISERS
LWI Financial Inc. is the
Adviser. Dimensional Fund Advisors LP is the Sub-Adviser.
PORTFOLIO
MANAGERS
The following portfolio
managers are responsible for coordinating the day-to-day management of the Fund:
-
Joseph H. Chi, Senior Portfolio
Manager and Vice President of the Sub-Adviser, has been a portfolio manager
for the Sub-Adviser since 2005 and a portfolio manager of the Fund since
2012.
-
Jed S. Fogdall, Senior Portfolio
Manager and Vice President of the Sub-Adviser, has been a portfolio manager
for the Sub-Adviser since 2004 and a portfolio manager of the Fund since
2012.
-
Henry F. Gray, Vice President of the
Sub-Adviser, has been Head of Global Equity Trading at the Sub-Adviser since
2006.
BUYING AND SELLING
FUND SHARES, TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER
FINANCIAL INTERMEDIARIES
For important information
about buying and selling Fund shares, tax information, and financial
intermediary compensation, please turn to Buying and Selling Fund Shares, Tax
Information, and Payments to Investment Providers and Other Financial
Intermediaries on page [ ] of this Prospectus.
BUYING AND SELLING FUND
SHARES, TAX INFORMATION, AND PAYMENTS TO INVESTMENT PROVIDERS AND OTHER
FINANCIAL INTERMEDIARIES
BUYING AND SELLING FUND SHARES
Shares of each Fund are
available through certain investment providers such as investment advisors,
brokerage firms and retirement programs. Although no individual Fund has an
initial or subsequent investment minimum, there may be a minimum investment
requirement across the SA Funds. You may buy or sell shares of the SA Funds on
any day that the NYSE is open. Please contact any authorized investment provider
to buy or sell shares of the SA Funds.
TAX INFORMATION
Except for tax-advantaged
retirement plans and accounts and other tax-exempt investors, you will be
subject to tax to the extent a Fund makes actual or deemed distributions of
ordinary income or net capital gains to you. Eventual withdrawals from certain
retirement plans and accounts generally are subject to tax.
PAYMENTS TO INVESTMENT
PROVIDERS AND OTHER FINANCIAL INTERMEDIARIES
When you purchase shares of
a Fund through investment providers, such as investment advisors, brokerage
firms and retirement programs, or other financial intermediaries, the Adviser or
its affiliates may pay the investment provider or other financial intermediary
to support the sale of Fund shares and for related services. These payments may
create a conflict of interest by influencing the investment provider or other
financial intermediary and its employees to recommend the Fund over another
investment. Ask your investment provider or visit your investment providers
website for more information.
Asset Allocation and Investment
Philosophy
SA Funds Investment Trust (the
Trust) is a mutual fund family that offers nine (9) separate investment funds
(each a Fund and together, the SA Funds). Each Fund has its own distinct
risk and reward characteristics and investment objective, policies and
strategies.
Fixed Income
Funds:
SA U.S. Fixed Income
Fund
SA Global Fixed Income Fund (each a
Fixed Income Fund and, together, the Fixed Income Funds)
Equity Funds:
SA U.S. Core Market Fund
SA U.S. Value Fund
SA U.S.
Small Company Fund
SA International Value Fund
SA International Small
Company Fund
SA Emerging Markets Value Fund
SA Real Estate Securities Fund
(each an Equity Fund and, together, the Equity Funds)
The SA Funds are available for
investment through the Advisers relationship with registered investment
advisors across the United States and their investment advisor representatives
(who may be affiliated with the Adviser), brokerage firms and retirement
programs.
The Adviser provides investment
management and practice management services to many of the investment advisors
who offer and sell SA Funds shares to their clients. The Adviser offers
portfolio and investment strategy tools to these advisors and their clients that
are designed to allocate investments according to clients reported investment
objectives, risk tolerance levels and investment horizons. For example, the
Adviser provides these advisors with exclusive asset allocation and portfolio
management programs (the Structured Investing programs). The Structured
Investing programs are proprietary systems that may invest a part or all of an
investment advisors clients assets into a portfolio of the SA Funds (an
Investor Portfolio). The Structured Investing programs allocation across
multiple asset classes is a central theme of the Advisers investment
philosophy. The degree to which an Investor Portfolio may be invested in the
particular market segments and/or asset classes represented by the SA Funds
varies, as does the investment risk/reward potential represented by each Fund.
Some Funds may have more volatile returns than others. Because of the
historically lower correlation among certain asset classes, an Investor
Portfolio that represents a range of asset classes as part of a diversified
asset allocation strategy is intended to reduce the portfolios overall level of
volatility risk. The Adviser will periodically rebalance an Investor Portfolio
within the designated asset allocations target range. An investment advisors
client does not pay a fee to the Adviser in connection with these services as
they pertain to assets that are invested in the SA Funds. The Adviser is
compensated by advisory and other fees paid by the SA Funds. Clients may be
charged a fee for investments in securities and/or funds of unaffiliated
issuers.
The Adviser also uses the same
investment philosophy in creating and maintaining proprietary investment models
for use by other investment providers for whom the Adviser does not provide
investment management or practice management services.
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The Funds in Greater
Detail
A statement of the investment objective
and principal investment policies, strategies and risks of each Fund is set
forth in the preceding Fund Summaries. To help you better understand the SA
Funds, this section provides a detailed discussion of each Funds investment
policies, strategies and associated risks. However, this Prospectus does not
describe all of a Funds investment practices. Each Fund may also use strategies
and invest in securities described in the Statement of Additional Information.
Each Funds investment objective (goal) may be changed by the Trusts Board of
Trustees (the Board of Trustees) without shareholder approval.
Fixed Income Funds
SA U.S.
Fixed Income Fund
Goal and Principal Investment
Strategies
The Funds goal is to achieve a
generally stable return consistent with preservation of capital. The Fund
pursues its goal by investing primarily in:
-
obligations issued or guaranteed by the U.S.
government or its agencies or instrumentalities;
-
dollar-denominated obligations of foreign issuers
issued in the United States;
-
bank obligations, including those of U.S. banks
and savings and loan associations and dollar-denominated obligations of U.S.
subsidiaries and branches of foreign banks, such as certificates of deposit
(including marketable variable rate certificates of deposit) and bankers
acceptances;
-
corporate debt obligations;
-
commercial paper;
-
obligations of supranational organizations, such
as the World Bank and the European Investment Bank; and
-
repurchase agreements.
Generally, the Fund acquires
obligations that mature within two years from the date of settlement. The Fund
has a non-fundamental investment policy that, under normal circumstances, it
will invest at least 80% of its net assets in fixed income securities issued in
the U.S. If at any time the Board of Trustees votes to reduce or eliminate the
percentage requirement of this non-fundamental investment policy, shareholders
will be notified at least sixty days prior to the change.
The Fund normally invests in fixed
income securities that are rated investment grade. The Fund considers fixed
income securities to be investment grade if, at the time of investment, they are
rated at least BBB- by S&P, Baa3 by Moodys, or BBB- by Fitch or, if
unrated, have been determined by the Sub-Adviser to be of comparable
quality.
With respect to corporate debt
securities (
e.g.
, bonds and debentures), the Fund generally invests in nonconvertible
investment grade securities that are issued by U.S. issuers and
dollar-denominated obligations of foreign issuers issued in the U.S.
The Fund may invest in U.S. Treasury
bonds, bills and notes and obligations of federal agencies or instrumentalities.
Some U.S. government obligations that the Fund may invest in, such as Treasury
bills, notes and bonds and securities guaranteed by the Government National
Mortgage Association, are supported by the full faith and credit of the United
States, while others such as those of or guaranteed by the Federal Home Loan
Banks, Federal Home Loan Mortgage Corporation and Federal National Mortgage
Association are not. Those U.S. government agency obligations that are not
supported by the full faith and credit of the United States may be supported by
the issuers ability to borrow from the U.S. Treasury, subject to the Treasurys
discretion in certain cases, or in other cases only by the credit of the issuer.
There is no guarantee that the U.S. government will support securities not
backed by its full faith and credit.
The Fund will invest more than 25% of
its total assets in dollar-denominated obligations of U.S. banks and U.S.
subsidiaries and branches of foreign banks and bank holding companies when the
yield to maturity on these investments exceeds the yield to maturity on all
other eligible portfolio investments of similar quality for a period of five
consecutive days during which the NYSE is open for trading. To determine that
yields on dollar-denominated bank obligations are more attractive than yields on
all other eligible portfolio investments of similar quality, the Sub-Adviser
will examine the yield to maturity information for available fixed income
securities of other industry sectors as compared to bank obligations after
eliminating individual securities in each industry sector that would not be
eligible for investment by the Fund. If the yield to maturity for eligible bank
obligations is higher than that of eligible portfolio investments of similar
quality of all other industry sectors, investments in bank obligations will be
considered to have a yield that generally exceeds the yield on other eligible
investments as a group. This policy can only be changed by a vote of
shareholders. When investments in such bank obligations exceed 25% of the Funds
total assets, the Fund will be considered to be concentrating its investments in
the banking industry. Once the Fund concentrates its investments in the banking
industry, it may remain concentrated in the banking industry until its new
investments, pursuant to the normal course of executing its investment strategy,
cause it to have less than 25% of its assets in obligations of U.S. banks and
U.S. subsidiaries and branches of foreign banks and bank holding
companies.
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The types of bank and bank holding
company obligations in which the Fund may invest include: dollar-denominated
certificates of deposit, bankers acceptances, commercial paper, repurchase
agreements and other debt obligations that mature within two years of the date
of settlement, provided that such obligations meet the Funds established credit
rating or other criteria as stated in The Funds in Greater DetailFixed Income
FundsAdditional Information About the Fixed Income Funds.
The Fund may invest in other permitted
securities and engage in short-term trading and enter into futures and options
contracts. These investments and techniques are not principal investment
strategies and are described under The Funds in Greater DetailFixed Income
FundsAdditional Information About the Fixed Income Funds.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
SA
Global Fixed Income Fund
Goal and Principal Investment
Strategies
The Funds goal is to maximize total
return available from a universe of higher-quality fixed income investments
maturing in five years or less from the date of settlement while targeting the
duration of the Citigroup World Government Bond 1-5 Year Currency Hedged U.S.
Dollar Index, the Funds benchmark index. The Fund pursues its goal by investing
primarily in:
-
obligations issued or guaranteed by the U.S. and
foreign governments of developed countries or their
agencies or instrumentalities;
-
obligations of supranational organizations, such
as the World Bank and the European Investment Bank;
-
obligations of other U.S. and foreign issuers
including:
-
corporate debt obligations;
-
commercial paper;
-
bank obligations; and
-
repurchase agreements.
The Fund primarily invests in fixed
income securities that mature within five years from the date of settlement. The
Fund has a non-fundamental investment policy that, under normal circumstances,
it will invest at least 80% of its net assets in fixed income securities. If at
any time the Board of Trustees votes to reduce or eliminate the percentage
requirement of this non-fundamental investment policy, shareholders will be
notified at least sixty days prior to the change.
The Fund normally invests in fixed
income securities that are rated investment grade. The Fund considers fixed
income securities to be investment grade if, at the time of investment, they are
rated at least BBB- by S&P, Baa3 by Moodys, or BBB- by Fitch or, if
unrated, have been determined by the Sub-Adviser to be of comparable quality.
The Fund may invest in U.S. Treasury
bonds, bills and notes and obligations of federal agencies or instrumentalities.
Some U.S. government obligations in which the Fund may invest, such as Treasury
bills, notes and bonds and securities guaranteed by the Government National
Mortgage Association, are supported by the full faith and credit of the United
States, while others such as those of or guaranteed by the Federal Home Loan
Banks, Federal Home Loan Mortgage Corporation and Federal National Mortgage
Association are not. Those U.S. government agency obligations that are not
supported by the full faith and credit of the United States may be supported by
the issuers ability to borrow from the U.S. Treasury, subject to the Treasurys
discretion in certain cases, or in other cases only by the credit of the
issuer.
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The Fund may also invest in fixed
income securities, such as bills, notes, bonds and other debt securities, issued
or guaranteed by foreign governments or their agencies or instrumentalities and
may invest in debt securities of supranational organizations, provided such
obligations meet the Funds established credit rating or other criteria as
stated under The Funds in Greater DetailFixed Income FundsAdditional
Information About the Fixed Income FundsDescription of Investments.
With respect to corporate debt
securities (
e.g.
, bonds and debentures), the Fund generally invests in nonconvertible
investment grade securities that are issued by U.S. and foreign
issuers.
The types of bank and bank holding
company obligations in which the Fund may invest include, without limitation:
certificates of deposit (including marketable variable rate certificates of
deposit), bankers acceptances, commercial paper, repurchase agreements and
other debt obligations that mature within five years of the date of settlement,
provided such obligations meet the Funds established credit rating or other
criteria as stated under The Funds in Greater DetailFixed Income
FundsAdditional Information About the Fixed Income FundsDescription of
Investments.
These securities may be denominated in
U.S. dollars as well as other currencies, including the Euro. The Fund invests
in foreign issuers in countries with developed markets designated by the
Investment Committee of the Sub-Adviser from time to time. As of the date of
this Prospectus, the Fund is authorized to invest in foreign issuers in
Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Japan,
Luxembourg, the Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland
and the United Kingdom. The Investment Committee of the Sub-Adviser may
authorize other countries for investment in the future in addition to the
countries listed above. The Sub-Adviser will determine when and whether to
invest in countries that have been authorized depending on a number of factors,
such as asset availability in the Fund and characteristics of each countrys
market. In addition, the Fund may continue to hold securities of developed
market countries that are not listed above as authorized countries but had been
authorized for investment in the past. Under normal market conditions, the Fund
will invest (1) at least 40% (and up to 100%) of its total assets in the
securities of foreign issuers and (2) in issuers organized or having a majority
of their assets in, or deriving a majority of their operating income from, at
least three different countries, one of which may be the United States. The
actual number of countries represented in the Funds portfolio will vary over
time.
The Fund attempts to maximize its total
return by allocating assets among countries depending on prevailing interest
rates while targeting the duration of the Funds benchmark index. For example,
the Sub-Adviser may sell a security denominated in one currency and buy a
security denominated in a different currency depending on market conditions. The
Fund will invest no more than 50% of its total assets in securities denominated
in U.S. dollars at the time of purchase.
The Fund may also enter into forward
foreign currency contracts to attempt to protect against uncertainty in the
level of future foreign currency rates, to hedge against fluctuations in
currency exchange rates or to transfer balances from one currency to
another.
The Fund may lend its portfolio
securities to generate additional income.
The Fund may invest in other permitted
securities and engage in short-term trading and enter into futures and options
contracts. These investments and techniques are not principal investment
strategies and are described under The Funds in Greater DetailFixed Income
FundsAdditional Information About the Fixed Income Funds.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
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Additional Information About the Fixed
Income Funds
Description of Investments
The following investment terms are used
to describe some of the securities in which the Fixed Income Funds may invest.
All ratings described below apply at the time of investment.
-
U.S. Government Obligations
Debt securities issued by the U.S. Treasury that are
direct obligations of the U.S. government, including bills, notes and
bonds.
-
U.S. Government Agency
Obligations
Debt securities issued or
guaranteed by U.S. government-sponsored instrumentalities or federal agencies,
which have different levels of credit support. The
U.S. government agency obligations include, but are not limited to,
securities issued by agencies or instrumentalities of the U.S. government that
are supported by the full faith and credit of the United States, such as the
Federal Housing Administration and Government National Mortgage Association
(Ginnie Mae), including Ginnie Mae pass-through certificates. Other securities
issued by agencies and instrumentalities sponsored by the U.S. government may
be supported only by the issuers right to borrow from the U.S. Treasury,
subject to certain limits, such as securities issued by Federal Home Loan
Banks, or are supported only by the credit of such agencies, such as the
Federal Home Loan Mortgage Corporation (Freddie Mac) and Federal National
Mortgage Association (Fannie Mae).
-
Corporate Debt Obligations
Nonconvertible investment grade corporate debt securities
(
e.g.
,
bonds and debentures).
-
Commercial Paper
An unsecured promissory note with a fixed maturity generally from 1
to 364 days. Commercial paper must be rated at least A-3 by S&P, P-3 by
Moodys, F3 by Fitch or, if unrated, issued by a corporation having an
outstanding unsecured debt issue rated at least BBB- by S&P or Fitch or
Baa3 by Moodys.
-
Bank Obligations
Obligations of U.S. banks and savings and loan associations and
dollar-denominated obligations of U.S. subsidiaries and branches of foreign
banks, such as certificates of deposit (including marketable variable rate
certificates of deposit) and bankers acceptances.
Bank certificates of deposit must be rated at least A-3 by S&P, P-3
by Moodys, F3 by Fitch or, if unrated, issued by a corporation having an
outstanding unsecured debt issue rated at least BBB- by S&P or Fitch or
Baa3 by Moodys. Bank certificates of deposit will only be acquired from banks
having assets in excess of $1 billion.
-
Supranational Organization
Obligations
Debt securities of
supranational organizations such as the European Community and the World Bank,
which are chartered to promote economic development. Typically, the
governmental members, or stockholders, make initial capital contributions to
the supranational organization and may be committed to make additional
contributions if the supranational organization is unable to repay its
borrowings. There is no guarantee that one or more stockholders of a
supranational organization will continue to make any necessary additional
capital contributions or otherwise provide continued financial backing to the
supranational organization.
-
Repurchase Agreements
Instruments through which a Fund purchases securities
(the underlying securities) from a bank, or a registered U.S. government
securities dealer, with an agreement by the seller to repurchase the security
at an agreed price, plus interest at a specified rate. The underlying
securities will be limited to U.S. government or agency obligations described
above. A Fund will not enter into a repurchase agreement with a duration of
more than seven days if, as a result, more than 15% of the value of a Funds
net assets would be so invested. In addition, a repurchase agreement with a
duration of more than seven days may be subject to a Funds illiquid
securities policy. A Fund will not enter into repurchase agreements with a
bank unless the bank has at least $1 billion in assets and is approved by the
Investment Committee of the Sub-Adviser. The Sub-Adviser will monitor the
market value of the securities plus any accrued interest thereon so that they
will at least equal the repurchase price.
-
Foreign Government or Agency
Obligations
Bills, notes, bonds and other
debt securities issued or guaranteed by foreign governments or their agencies
or instrumentalities. Some foreign government securities are supported by the
full faith and credit of a foreign national government or political
subdivision, and some are not. Government securities of some countries may
involve varying degrees of credit risk as a result of financial or political
instability in those countries and the possible inability of a Fund to enforce
its rights against the foreign government issuer. As with other fixed income
securities, sovereign issuers may be unable or unwilling to make timely
principal or interest payments.
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Money Market Funds
Money market funds that may be registered,
unregistered, affiliated or unaffiliated. Each Fixed Income Fund may invest in
money market funds pending investment or for liquidity purposes. Investments
in money market funds may involve a duplication of certain fees and
expenses.
The following investment terms are
applicable only to SA Global Fixed Income Fund:
-
Eurodollar Obligations
Debt securities of domestic or foreign issuers
denominated in U.S. dollars but not trading in the United
States.
-
Forward Foreign Currency Exchange Contracts
Contracts that involve an
obligation to purchase or sell a specific currency at a future date at a price
set in the contract.
The Fixed Income Funds investments may
include both fixed and floating rate securities. Floating rate securities bear
interest at rates that vary with prevailing market rates. Interest rate
adjustments are made periodically (
e.g.
, every six months), usually based
on a money market index such as the London Interbank Offered Rate (LIBOR) or the
U.S. Treasury bill rate.
All ratings described in this
Prospectus apply at the time of investment.
Additional Investment Strategies
and Risks of the Fixed Income Funds
-
Short-Term Trading
. Each Fixed Income Fund may engage in short-term
trading, which could produce higher trading costs and larger taxable
distributions. Frequent trading also increases transaction costs, which could
detract from a Funds performance.
-
Securities Lending
. The SA Global Fixed Income Fund may seek additional
income by lending portfolio securities to institutions. By reinvesting any
cash collateral the Fund receives in these transactions, it could realize
additional income. If the borrower fails to return the securities or the
invested collateral declines in value, the Fund could lose
money.
-
Credit Risk and Maturity Risk Premiums
. The Sub-Adviser will manage each Fixed
Income Fund with a view toward capturing credit risk and maturity risk
premiums. The term credit risk premium means the anticipated incremental
return on investment for holding obligations considered to have greater credit
risk than direct obligations of the U.S. Treasury, and the term maturity risk
premium means the anticipated incremental return on investment for holding
securities with maturities of longer than one month compared to securities
with a maturity of one month. In implementing this strategy, although the SA
Global Fixed Income Fund may primarily invest in foreign obligations, the Fund
may invest in U.S. obligations when the Sub-Adviser believes that foreign
securities do not offer maturity risk premiums that compare favorably with
those offered by U.S. securities.
-
Derivatives
. The SA Global Fixed Income Fund may invest in forward
foreign currency exchange contracts, which are forms of derivatives. Each
Fixed Income Fund may invest in futures and options, which are also forms of
derivatives. A derivative is a financial contract the value of which is based
on a security, a currency exchange rate or a market index. Derivatives can be
used for hedging (
i.e.
, attempting to reduce risk by offsetting one investment
position with another) or speculation (
i.e.
, taking a position in the hope of
increasing return). The Fixed Income Funds will not use derivatives for
speculative purposes. The main risk with derivatives is that some types of
derivatives can amplify a gain or loss, potentially earning or losing
substantially more money than the actual cost of the derivative. With some
derivatives, there is also the risk that the counterparty may fail to honor
its contract terms, causing a loss for the Fixed Income
Funds.
The SA Global Fixed Income Fund may, but is not required
to, use forward foreign currency exchange contracts. The Fund may enter into
forward foreign currency contracts to attempt to protect against uncertainty
in the level of future foreign currency rates, to hedge against fluctuations
in currency exchange rates or to transfer balances from one currency to
another. A forward foreign currency exchange contract is an obligation to
exchange one currency for another on a future date at a specified exchange
rate. These contracts are privately negotiated transactions and can have
substantial price volatility. When used for hedging purposes, they tend to
limit any potential gain that may be realized if the value of the Funds
foreign holdings increases because of currency fluctuations.
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Each Fixed
Income Fund may, but is not required to, use futures contracts and options on
futures contracts, but only for the purposes of remaining fully invested and
maintaining liquidity to pay redemptions. A futures contract obligates the
holder to buy or sell an asset in the future at an agreed-upon price. When a
Fund purchases an option on a futures contract, it has the right to assume a
position as a purchaser or seller of a futures contract at a specified price
during the option period. When a Fund sells an option on a futures contract, it
becomes obligated to purchase or sell a futures contract if the option is
exercised. Futures contracts and options present the following risks: imperfect
correlation between the change in market value of a Funds portfolio securities
and the price of futures contracts and options; the possible inability to close
a futures contract when desired; losses due to unanticipated market movements,
which are potentially unlimited; and the possible inability of the investment
management team to correctly predict the direction of securities prices,
interest rates, currency exchange rates or other economic factors.
Equity Funds
Equity Investment
Approach
Each Equity Fund utilizes different
investment strategies to achieve its investment goal. In addition to the
Fund-specific strategies described more fully below, the Sub-Adviser applies
certain overarching principles to its investment strategies for all of the
Equity Funds. The Sub-Adviser believes that equity investing should involve a
long-term view and a systematic focus on sources of expected returns, not on
stock picking or market timing. In constructing an investment portfolio, the
Sub-Adviser identifies a broadly diversified universe of eligible securities
with precisely-defined risk and return characteristics. It then places priority
on efficiently managing portfolio turnover and keeping trading costs low. In
general, the Sub-Adviser does not intend to purchase or sell securities for the
investment portfolio based on prospects for the economy, the securities markets
or the individual issuers whose shares are eligible for purchase.
About Tax-Efficient Management
Techniques
The Sub-Adviser may use some or all of
the following tax-efficient portfolio management techniques, with respect to SA
U.S. Value Fund, SA U.S. Small Company Fund and SA International Value Fund, in
an attempt to minimize taxable distributions by those Funds, particularly
distributions of net short-term capital gains (
i.e
., the excess of realized gains
over losses on securities held for up to one year) and current income other than
qualified dividend income (see Distributions and Taxes Taxes on
Distributions), which are taxed at a higher rate than distributions of net
long-term capital gains (
i.e.
, the excess of realized gains over losses on securities held
for more than one year):
-
Minimizing sales of securities that result in short-term capital
gains.
-
Maximizing the extent to which any realized net capital gains are
long-term.
-
Minimizing dividend income that is not qualified dividend
income.
-
Realizing losses to offset realized gains, when prudent to do
so.
-
Limiting portfolio turnover, when prudent to do so.
Investment Terms
The following investment terms are used
to describe some or all of the Equity Funds investment strategies:
-
Market Capitalization
--
Market capitalization (or
market cap) is the product of the number of shares of a companys stock
outstanding, as determined by the Sub-Adviser, multiplied by the price per
share.
-
Market Capitalization Weighting
--
A portfolio or index is
market capitalization weighted when the amount of a stock in the portfolio or index is proportionate to that stocks
market capitalization compared to the market capitalization of all of the stocks in the portfolio or index. The higher
a stocks relative market cap, the greater its representation in the portfolio or index will be.
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Market Capitalization Weighted Approach
--
This approach involves market capitalization weighting
in determining individual target security weights and, where applicable,
target country or region weights. Market capitalization weighting means each
security is generally purchased based on the issuers relative market
capitalization. In general, this means that the higher the relative market
capitalization of the issuer, the greater its representation in the Fund. For
the purposes of this Prospectus, when investing on a market capitalization
weighted basis, the Sub-Adviser may adjust a stocks market capitalization
weighting for a variety of reasons. The Sub-Adviser may consider such factors
as free float, expected profitability, trading strategies, liquidity
management, tax management, momentum and other factors that the Sub-Adviser
determines appropriate, given market conditions. In assessing expected
profitability, the Sub-Adviser may consider different ratios, such as earnings
or profits from operations relative to book value or assets. An Equity Fund
may deviate from market capitalization weighting for a variety of reasons,
including to limit or fix the exposure to a particular country or issuer to a
maximum proportion of its assets. See The Funds in Greater DetailEquity
FundsAdditional Information About the Equity FundsDescription of Certain
Investment PracticesDeviation from Market Capitalization Weighting for
further details.
-
Total Market Capitalization
--
For the purposes of this
Prospectus, total market capitalization of U.S. stocks is based on the market
capitalization of U.S. operating companies listed on the NYSE, NYSE Alternext
US LLC, Nasdaq Global Market
®
or such other securities exchanges deemed
appropriate by the Sub-Adviser.
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SA U.S. Core Market
Fund
Goal and Principal Investment
Strategies
The Funds goal is to achieve long-term
capital appreciation. The Fund pursues its goal by generally investing in a
broad and diverse group of readily marketable securities of U.S. companies
traded on a principal U.S. exchange or on the over-the-counter market in the
United States. As of the date of this Prospectus, the Sub-Adviser has narrowed
the universe of eligible securities to those of companies whose market
capitalizations generally are either in the highest 96% of total market
capitalization
or companies whose market capitalizations are larger than the
1,500
th
largest U.S. company, whichever results in the higher market
capitalization threshold. Under the Sub-Adviser's market capitalization
guidelines described above, as of [____________], 2013, eligible market
capitalization was defined by the market capitalization of the [96% of total
market capitalization, which was approximately $[ ] million or above]. This
dollar amount will change due to market conditions.
The Fund has a non-fundamental
investment policy that, under normal circumstances, it will invest at least 80%
of its net assets in U.S. securities. If at any time the Board of Trustees votes
to reduce or eliminate the percentage requirement of this non-fundamental
investment policy, shareholders will be notified at least sixty days prior to
the change. Generally, the Sub-Adviser constructs a market capitalization
weighted portfolio of U.S. operating companies listed on the NYSE, NYSE
Alternext US LLC or Nasdaq Global Market
®
or such other securities
exchanges deemed appropriate by the Sub-Adviser to be eligible U.S.
securities.
The Fund may also invest up to 5% of
its total assets in the U.S. Micro Cap Portfolio, a portfolio of DFA Investment
Dimensions Group Inc., a separate registered investment company. The Sub-Adviser
is also the adviser of the U.S. Micro Cap Portfolio. The U.S. Micro Cap
Portfolio generally will purchase a broad and diverse group of securities of
micro cap companies traded on a principal U.S. exchange or the over-the-counter
market. As of the date of this Prospectus, for purposes of the U.S. Micro Cap
Portfolio, the Sub-Adviser considers micro cap companies to be companies whose
market capitalizations are generally in the lowest 5% of total market
capitalization or companies whose market capitalizations are smaller than the
1,500
th
largest U.S. company, whichever results in the higher market
capitalization threshold.
The Sub-Adviser does not receive any
sub-advisory fee from the Fund for its sub-advisory services with respect to
Fund assets invested in the U.S. Micro Cap Portfolio. As the adviser of the U.S.
Micro Cap Portfolio, the Sub-Adviser receives an advisory fee from the U.S.
Micro Cap Portfolio. The Sub-Adviser has agreed to this fee arrangement in order
to prevent duplication of advisory fees to the Sub-Adviser. The Fund will bear
its proportionate share of the other expenses of the U.S. Micro Cap
Portfolio.
The Fund may lend its portfolio
securities to generate additional income.
The Fund may invest in short-term,
high-quality, fixed-income obligations for cash management purposes. The Fund
may also invest in exchange-traded funds (ETFs) and similarly structured
pooled investments for the purpose of gaining exposure to the U.S. stock market
while maintaining liquidity. The Fund may also engage in short-term trading and
enter into futures and options contracts. These investments and techniques are
not principal investment strategies and are described under The Funds in
Greater DetailEquity FundsAdditional Information About the Equity
FundsDescription of Certain Investment Practices and Description of Certain
Security Types.
Portfolio Construction
The Fund uses a market capitalization
weighted approach. See Additional Information about the Equity
FundsDescription of Certain Investment PracticesMarket Capitalization
Weighting and Deviations from Market Capitalization Weighting for more
information on this approach. A companys stock also may not be purchased if:
(1) in the Sub-Advisers judgment, the issuer is in extreme financial
difficulty; (2) the issuer is involved in a merger or consolidation or is the
subject of an acquisition; (3) a significant portion of the issuers securities
are closely held; or (4) the Sub-Adviser determines, in its judgment, that the
purchase of such stock is inappropriate given other conditions. Further, as of
the date of this Prospectus, the Fund does not intend to acquire securities
offered in initial public offerings.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
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SA U.S. Value Fund
Goal and Principal Investment
Strategies
The Funds goal is to achieve long-term
capital appreciation. The Fund pursues its goal by generally investing in a
broad and diverse group of readily marketable securities of large and mid cap
U.S. companies traded on a principal U.S. exchange or on the over-the-counter
market in the United States that the Sub-Adviser believes are value stocks at
the time of investment. The Sub-Adviser considers value stocks primarily to be
those of companies with high book values (values that are derived from a
companys balance sheet) in relation to their market values (values that are
derived by multiplying the market price per share of a companys stock by the
number of outstanding shares of that stock). In assessing value, the Sub-Adviser
may consider additional factors such as price-to-cash flow or price-to-earnings
ratios as well as economic conditions and developments in the issuers industry.
The criteria the Sub-Adviser uses for assessing value are subject to change from
time to time.
As of the date of this Prospectus, the
Sub-Adviser considers large and mid cap companies to be companies whose market
capitalizations generally are either in the highest 90% of total market
capitalization or companies whose market capitalizations are larger than the
1,000
th
largest U.S. company, whichever results in the higher market
capitalization threshold. Under the Sub-Adviser's market capitalization
guidelines described above, as of [________________], 2013, the market
capitalization of a large or mid cap company was defined by the market
capitalization of a company [in the highest 90% of total market capitalization,
which was approximately $[ ] million or
above]. This dollar amount will change due to market conditions.
The Fund has a non-fundamental
investment policy that, under normal circumstances, it will invest at least 80%
of its net assets in U.S. securities. If at any time the Board of Trustees votes
to reduce or eliminate the percentage requirement of this non-fundamental
investment policy, shareholders will be notified at least sixty days prior to
the change. Generally, the Sub-Adviser constructs a free float adjusted market
capitalization weighted portfolio of U.S. operating companies listed on the
NYSE, NYSE Alternext US LLC or Nasdaq Global Market
®
or such other
securities exchanges deemed appropriate by the Sub-Adviser to be eligible U.S.
securities.
The Fund may lend its portfolio
securities to generate additional income.
The Fund may invest in short-term,
high-quality, fixed-income obligations for cash management purposes. The Fund
may also invest in ETFs and similarly structured pooled investments for the
purpose of gaining exposure to the U.S. stock market while maintaining
liquidity. The Fund may also engage in short-term trading and enter into futures
and options contracts. These investments and techniques are not principal
investment strategies and are described under The Funds in Greater
DetailEquity FundsAdditional Information About the Equity FundsDescription of
Certain Investment Practices and Description of Certain Security Types.
The Sub-Adviser may use a variety of
tax-efficient portfolio management techniques, when consistent with the Funds
strategies and operational needs, in an attempt to minimize adverse tax
consequences to shareholders of the Fund. See The Funds in Greater
DetailEquity FundsAbout Tax-Efficient Management Techniques.
Portfolio Construction
The Fund uses a market capitalization
weighted approach. See Additional Information about the Equity
FundsDescription of Certain Investment PracticesMarket Capitalization
Weighting and Deviations from Market Capitalization Weighting for more
information on this approach. On not less than a semi-annual basis, the
Sub-Adviser will calculate the book-to-market ratio necessary to determine those
companies whose stock may be eligible for investment by the Fund. A companys
stock also may not be purchased if: (1) in the Sub-Advisers judgment, the
issuer is in extreme financial difficulty; (2) the issuer is involved in a
merger or consolidation or is the subject of an acquisition; (3) a significant
portion of the issuers securities are closely held; or (4) the Sub-Adviser
determines, in its judgment, that the purchase of such stock is inappropriate
given other conditions. Further, as of the date of this Prospectus, the Fund
does not intend to acquire securities offered in initial public
offerings.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
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Prospectus 44
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SA U.S. Small Company
Fund
Goal and Principal Investment
Strategies
The Funds goal is to achieve long-term
capital appreciation. The Fund pursues its goal by generally investing in a
broad and diverse group of readily marketable securities of small cap companies
traded on a principal U.S. exchange or on the over-the-counter market in the
United States. As of the date of this Prospectus, the Sub-Adviser considers
small cap companies to be companies whose market capitalizations generally are
either in the lowest 10% of total market capitalization or companies whose
market capitalizations are smaller than the 1,000
th
largest U.S.
company, whichever results in the higher market capitalization threshold. Under
the Sub-Adviser's market capitalization guidelines described above, as of
[_______________], 2013, the market capitalization of a small cap company was
defined by the market capitalization [of a company in the lowest 10% of total
market capitalization, which was approximately $[ ] million or below]. This
dollar amount will change due to market conditions.
The Fund has a non-fundamental
investment policy that, under normal circumstances, it will invest at least 80%
of its net assets in securities of U.S. small cap companies. If at any time the
Board of Trustees votes to reduce or eliminate the percentage requirement of
this non-fundamental investment policy, shareholders will be notified at least
sixty days prior to the change. Generally, the Sub-Adviser constructs a free
float adjusted market capitalization weighted portfolio of U.S. operating
companies listed on the NYSE, NYSE Alternext US LLC or Nasdaq Global
Market
®
or such other securities exchanges deemed appropriate by the
Sub-Adviser as eligible U.S. securities.
The Fund may lend its portfolio
securities
to
generate additional income.
The Fund may invest in short-term,
high-quality, fixed-income obligations for cash management purposes. The Fund
may also invest in ETFs and similarly structured pooled investments for the
purpose of gaining exposure to the U.S. stock market while maintaining
liquidity. The Fund may also engage in short-term trading and enter into futures
and options contracts. These investments and techniques are not principal
investment strategies and are described under The Funds in Greater
DetailEquity FundsAdditional Information About the Equity FundsDescription of
Certain Investment Practices and Description of Certain Security Types.
The Sub-Adviser may use a variety of
tax-efficient portfolio management techniques, when
consistent with the Funds strategies
and operational needs, in an attempt to minimize adverse tax consequences to
shareholders of the Fund. See The Funds in Greater DetailEquity FundsAbout
Tax-Efficient Management Techniques.
Portfolio Construction
The Fund uses a market capitalization
weighted approach. See Additional Information about the Equity
FundsDescription of Certain Investment PracticesMarket Capitalization
Weighting and Deviations from Market Capitalization Weighting for more
information on this approach. A companys stock also may not be purchased if:
(1) in the Sub-Advisers judgment, the issuer is in extreme financial
difficulty; (2) the issuer is involved in a merger or consolidation or is the
subject of an acquisition; (3) a significant portion of the issuers securities
are closely held; or (4) the Sub-Adviser determines, in its judgment, that the
purchase of such stock is inappropriate given other conditions. Further, as of
the date of this Prospectus, the Fund does not intend to acquire securities
offered in initial public offerings.
If the Fund must sell securities in
order to obtain funds to make redemption payments, it may repurchase such
securities as additional cash becomes available. In most instances, however, the
Sub-Adviser would anticipate selling securities that had appreciated
sufficiently to be eligible for sale and, therefore, would not need to
repurchase such securities.
On a periodic basis, the Sub-Adviser
reviews the holdings of the Fund and determines which companies, at the time of
such review, are no longer considered small companies. The present policy of the
Sub-Adviser is to consider portfolio securities for sale when they have
appreciated sufficiently to no longer be in the desired market capitalization
range for the Fund as determined periodically by the Sub-Adviser; however, the
Sub-Adviser is not required to dispose of a security if the securitys issuer is
no longer in the desired market capitalization range. The Sub-Adviser may, from
time to time, revise that policy if, in its opinion, such revision is necessary
to maintain appropriate market capitalization weighting.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
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SA International Value Fund
Goal and Principal Investment
Strategies
The Funds goal is to achieve long-term
capital appreciation. The Fund pursues its goal by generally investing in a
broad and diverse group of readily marketable securities of large and mid cap
non-U.S. companies that the Sub-Adviser believes are value stocks at the time
of purchase. The Sub-Adviser considers value stocks primarily to be those of
companies with high book values (values that are derived from a companys
balance sheet) in relation to their market values (values that are derived by
multiplying the market price per share of a companys stock by the number of
outstanding shares of that stock). In assessing value, the Sub-Adviser may
consider additional factors such as price-to-cash flow or price-to-earnings
ratios as well as economic conditions and developments in the issuers industry.
The criteria the Sub-Adviser uses for assessing value are subject to change from
time to time.
The Fund invests in Approved Market
Securities of companies in countries with developed markets designated by the
Investment Committee of the Sub-Adviser as approved markets from time to time
(see The Funds in Greater DetailEquity FundsAdditional Information About the
Equity FundsDescription of Certain Security TypesApproved Market Securities
for a definition of Approved Market Securities). As of the date of this
Prospectus, the Fund is authorized to invest in Approved Market Securities of
large and mid cap companies in Australia, Austria, Belgium, Canada, Denmark,
Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the
Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden,
Switzerland and the United Kingdom. The Investment Committee of the Sub-Adviser
may authorize other countries for investment in the future, in addition to the
countries listed above. The Sub-Adviser will determine when and whether to
invest in countries that have been authorized, depending on a number of factors,
such as asset growth in the Fund and characteristics of each countrys market.
In addition, the Fund may continue to hold securities of countries that are not
listed above as authorized countries but had been authorized for investment in
the past, and may reinvest distributions received in connection with such
existing investments in such previously approved countries. Under normal market
conditions, the Sub-Adviser intends to invest in companies organized or having a
majority of their operating income from sources in at least three non-U.S.
countries.
The Sub-Adviser determines company size
on a country- or region-specific basis and based primarily on market
capitalization. In the countries or regions authorized for investment, the
Sub-Adviser first ranks eligible companies listed on selected exchanges based on
the companies market capitalizations. The Sub-Adviser then determines the
universe of eligible securities by defining the minimum market capitalization of
large and mid cap companies that may be purchased by the Fund with respect to
each country or region. As of [_______________], 2013, the lowest minimum market
capitalization of a large or mid cap company in any country or region in which
the Fund invests was $[ ] million. This threshold will vary by country and
region and will change with market conditions.
The Fund may lend its portfolio
securities
to
generate additional income.
The Fund may invest in short-term,
high-quality, fixed-income obligations for cash management purposes. The Fund
may invest in ETFs and similarly structured pooled investments for the purpose
of gaining exposure to the equity markets while maintaining liquidity. The Fund
may also engage in short-term trading and enter into futures and options
contracts. These investments and techniques are not principal investment
strategies and are described under The Funds in Greater DetailEquity
FundsAdditional Information About the Equity FundsDescription of Certain
Investment Practices and Description of Certain Security Types.
The Sub-Adviser may use a variety of
tax-efficient portfolio management techniques, when consistent with the Funds
strategies and operational needs, in an attempt to minimize adverse tax
consequences to shareholders of the Fund. See The Funds in Greater
DetailEquity FundsAbout Tax-Efficient Management Techniques.
Portfolio Construction
The Fund intends to purchase securities
within each authorized country or region using a market capitalization weighted
approach. See Additional Information about the Equity FundsDescription of
Certain Investment PracticesMarket Capitalization Weighting and Deviations from
Market Capitalization Weighting for more information on this approach. The
Sub-Adviser, using this approach and its judgment, will seek to set country or
region weights based on the relative market capitalization of eligible large and
mid cap non-U.S. companies within each country or region. The Sub-Adviser may
reset the market capitalization floor from time to time to reflect changing
market conditions. The weighting of certain countries or regions in the Fund may
vary from their weighting in international indices such as those published by
The Financial Times, Morgan Stanley Capital International or S&P/Citigroup.
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On not less than a semi-annual basis,
the Sub-Adviser will calculate the book-to-market ratio necessary to determine
those companies whose stock may be eligible for investment by the Fund. A
companys stock also may not be purchased if: (1) in the Sub-Advisers judgment,
the issuer is in extreme financial difficulty; (2) the issuer is involved in a
merger or consolidation or is the subject of an acquisition; (3) a significant
portion of the issuers securities are closely held; or (4) the Sub-Adviser
determines, in its judgment, that the purchase of such stock is inappropriate
given other conditions. Further, as of the date of this Prospectus, the Fund
does not intend to acquire securities offered in initial public offerings.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
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SA International Small Company
Fund
Goal and Principal Investment
Strategies
The Funds goal is to achieve long-term
capital appreciation. Instead of buying securities directly, the Fund invests
substantially all of its assets in the DFA Portfolio, which has the same
investment objective and investment policies as the Fund. The DFA Portfolio
seeks to provide investors with access to securities portfolios consisting of a
broad range of equity securities of primarily small Japanese, United Kingdom,
European (including the Mediterranean), Asia Pacific and Canadian companies. The
DFA Portfolio invests substantially all of its assets in the following
Underlying Funds: the Japanese Series, the United Kingdom Series, the
Continental Series, the Asia Pacific Series and the Canadian Series, each of
which is a series of The DFA Investment Trust Company. Each Underlying Fund
invests in small companies using a market capitalization weighted approach in
each country or region designated by the Sub-Adviser as an approved market for
investment. The DFA Portfolio also may have some exposure to small cap equity
securities associated with other countries or regions. As a non-fundamental
policy, under normal circumstances, the Fund, through its investments in the DFA
Portfolio and, indirectly, the Underlying Funds, will invest at least 80% of its
net assets in securities of small companies. If at any time the Board of
Trustees votes to reduce or eliminate the percentage requirement of this
non-fundamental investment policy, shareholders will be notified at least sixty
days prior to the change.
As of [______________], 2013, the DFA
Portfolio invested its assets in the Underlying Funds within the following
ranges (expressed as a percentage of the DFA Portfolios assets):
Underlying Fund
|
|
Investment Range
|
|
Japanese
Series
|
|
10% - 35%
|
|
United Kingdom
Series
|
|
10% - 30%
|
|
Continental
Series
|
|
25% - 50%
|
|
Asia Pacific
Series
|
|
0% - 25%
|
|
Canadian
Series
|
|
0% - 20%
|
|
The allocation of the assets of the DFA
Portfolio to be invested in the Underlying Funds will be determined by the
Sub-Adviser on at least a semi-annual basis. In setting the target allocation,
the Sub-Adviser will first consider the market capitalizations of all eligible
companies in each of the Underlying Funds. The Sub-Adviser expects to change the
relative weights ascribed to each Underlying Fund, based on the Sub-Advisers
updated market capitalization calculations, when the Sub-Adviser determines that
material changes in the relative values ascribed by market forces to each
relevant geographic area have occurred. Adjustments may be made by applying
future purchases by the DFA Portfolio in proportions necessary to rebalance the
investment portfolio of the DFA Portfolio.
Each Underlying Fund invests in
Approved Market Securities (see The Funds in Greater DetailEquity
FundsAdditional Information About the Equity FundsDescription of Certain
Security TypesApproved Market Securities for the definition of Approved
Market Securities). The Underlying Funds invest in countries that the
Sub-Adviser views as developed market countries and will not invest in emerging
market countries.
Each Underlying Fund may lend its
portfolio securities
to generate additional income.
Each Underlying Fund may invest in
short-term, high-quality, fixed-income obligations for cash management purposes.
Each Underlying Fund may invest in ETFs and similarly structured pooled
investments for the purpose of gaining exposure to the equity markets while
maintaining liquidity. Each Underlying Fund may also engage in short-term
trading and enter into futures and options contracts. These investments and
techniques are not principal investment strategies and are described under The
Funds in Greater DetailEquity FundsAdditional Information About the Equity
FundsDescription of Certain Investment Practices and Description of Certain
Security Types.
The DFA Portfolio and the Underlying
Funds are advised by the Sub-Adviser. For as long as the Fund invests
substantially all of its assets in the DFA Portfolio, the Sub-Adviser will not
receive any sub-advisory fee from the Fund for its sub-advisory services. The
Sub-Adviser receives an administration fee and an investment advisory fee from
its management of the DFA Portfolio and the Underlying Funds. The Sub-Adviser
has agreed to this fee arrangement in order to prevent duplication of advisory
fees to the Sub-Adviser.
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The Fund may withdraw its investment in
the DFA Portfolio at any time if the Board of Trustees determines that it is in
the best interest of the Fund and its shareholders to do so. If this happens,
the Funds assets either will be invested in another mutual fund or will be
invested directly according to the investment policies and restrictions
described in this Prospectus.
In reviewing the investment objective
and policies of the Fund in this Prospectus, you should assume that the
investment objectives and policies of the DFA Portfolio are the same in all
material respects as those of the Fund and that, during periods when the Fund
has invested its assets in the DFA Portfolio, the descriptions of the Funds
investment strategies and risks should be read as also applicable to the DFA
Portfolio.
Underlying Fund-Specific
Policies
The following are the investment
policies of each Underlying Fund in which the DFA Portfolio invests.
Japanese Series
The Japanese Series generally will
purchase a broad and diverse group of readily marketable securities of Japanese
small companies. The Japanese Series invests in Approved Market Securities of
companies associated with Japan. As a non-fundamental policy, under normal
circumstances, the Japanese Series will invest at least 80% of its net assets in
securities of Japanese small companies.
The Sub-Adviser measures company size
based primarily on market capitalization. The Sub-Adviser first ranks eligible
companies in Japan by market capitalization. The Sub-Adviser then determines the
universe of eligible securities by defining the maximum market capitalization of
a small company in Japan. As of [_____________], 2013, the Sub-Adviser considers
Japanese small companies to be those companies with a market capitalization
below $[ ] million. This dollar amount will change due to market conditions. The
Sub-Adviser will also establish a minimum market capitalization that a company
must meet in order to be considered for purchase, which minimum will change due
to market conditions.
The Japanese Series intends to invest
in the stock of eligible companies using a market capitalization weighted
approach. The Japanese Series may invest in ETFs and similarly structured pooled
investments that provide exposure to the Japanese equity market or other equity
markets, including the United States, for the purpose of gaining exposure to the
equity markets while maintaining liquidity. In addition to money market
instruments and other short-term investments, the Japanese Series may invest in
affiliated and unaffiliated registered and unregistered money market funds to
manage its cash pending investment in other securities or to maintain liquidity
for the payment of redemptions or other purposes. Investments in money market
funds may involve a duplication of certain fees and expenses.
United Kingdom Series
The United Kingdom Series generally
will purchase a broad and diverse group of readily marketable securities of
United Kingdom small companies. The United Kingdom Series invests in Approved
Market Securities of companies associated with the United Kingdom. As a
non-fundamental policy, under normal circumstances, the United Kingdom Series
will invest at least 80% of its net assets in securities of United Kingdom small
companies.
The Sub-Adviser measures company size
based primarily on market capitalization. The Sub-Adviser first ranks eligible
companies in the United Kingdom by market capitalization. The Sub-Adviser then
determines the universe of eligible securities by defining the maximum market
capitalization of a small company in the United Kingdom. As of [______________],
2013, the Sub-Adviser considers United Kingdom small companies to be those
companies with a market capitalization below $[ ] million. This dollar amount
will change due to market conditions. The Sub-Adviser will also establish a
minimum market capitalization that a company must meet in order to be considered
for purchase, which minimum will change due to market conditions.
The United Kingdom Series intends to
invest in the stock of eligible companies using a market capitalization weighted
approach. The United Kingdom Series may invest in ETFs and similarly structured
pooled investments that provide exposure to the United Kingdom equity market or
other equity markets, including the United States, for the purpose of gaining
exposure to the equity markets while maintaining liquidity. In addition to money
market instruments and other short-term investments, the United Kingdom Series
may invest in affiliated and unaffiliated registered and unregistered money
market funds to manage its cash pending investment in other securities or to
maintain liquidity for the payment of redemptions or other purposes. Investments
in money market funds may involve a duplication of certain fees and expenses.
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Continental Series
The Continental Series generally will
purchase a broad and diverse group of readily marketable securities of small
European companies. As of the date of this Prospectus, the Continental Series is
authorized to invest in Approved Market Securities associated with Austria,
Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Israel, Italy, the
Netherlands, Norway, Portugal, Spain, Sweden and Switzerland. The Continental
Series may also invest up to 20% of its net assets in small companies associated
with non-European countries that are designated as approved markets by the
Investment Committee of the Sub-Adviser. As a non-fundamental policy, under
normal circumstances, the Continental Series will invest at least 80% of its net
assets in securities of small companies located in continental
Europe.
The Sub-Adviser measures company size
on a country- or region-specific basis and based primarily on market
capitalization. In the countries or regions authorized for investment, the
Sub-Adviser first ranks eligible companies listed on selected exchanges based on
the companies market capitalizations. The Sub-Adviser then determines the
universe of eligible securities by defining the maximum market capitalization of
a small company that may be purchased by the Continental Series with respect to
each country or region. As of [_____________], 2013, the highest maximum market
capitalization in any country or region in which the Continental Series invests
was $[ ] million. This threshold will vary by country or region. For example, as
of [______________], 2013, the Sub-Adviser considers a small company in the
European Monetary Union to have a market capitalization below $[ ] million, a
small company in [Denmark] to have a market capitalization below $[ ] million
and a small company in [Sweden] to have a market capitalization below $[ ]
million. These dollar amounts will change due to market conditions.
The Sub-Adviser will establish
a minimum market capitalization that a company must meet in order to be
considered for purchase, which minimum will change due to market conditions.
The Continental Series intends to
invest in the stock of eligible companies using a market
capitalization
weighted approach. The Sub-Adviser may in its discretion either limit
further investments in a particular country or divest the Continental Series of
holdings in a particular country. The Continental Series may invest in ETFs and
similarly structured pooled investments that provide exposure to the continental
European equity markets or other equity markets, including the United States,
for the purpose of gaining exposure to the equity markets while maintaining
liquidity. In addition to money market instruments and other short-term
investments, the Continental Series may invest in affiliated and unaffiliated
registered and unregistered money market funds to manage its cash pending
investment in other securities or to maintain liquidity for the payment of
redemptions or other purposes. Investments in money market funds may involve a
duplication of certain fees and expenses.
Asia Pacific Series
The Asia Pacific Series generally will
purchase a broad and diverse group of securities of small companies located in
Australia, New Zealand and Pacific Rim Asian countries. As of the date of this
Prospectus, the Asia Pacific Series is authorized to invest in Approved Market
Securities associated with Australia, Hong Kong, New Zealand and Singapore. As a
non-fundamental policy, under normal circumstances, the Asia Pacific Series will
invest at least 80% of its net assets in securities of small companies located
in Australia, New Zealand and Pacific Rim Asian countries.
The Sub-Adviser measures company size
on a country-specific basis and based primarily on market capitalization. In the
countries authorized for investment, the Sub-Adviser first ranks eligible
companies based on the companies market capitalizations. The Sub-Adviser then
determines the universe of eligible securities by defining the maximum market
capitalization of a small company that may be purchased by the Asia Pacific
Series with respect to each country authorized for investment. This threshold
will vary by country. As of [____________], 2013, the Sub-Adviser considers Asia
Pacific small companies to be those companies with a market capitalization below
$[ ] million in Australia, $[ ] million in Hong Kong, $[ ] million in New
Zealand and $[ ] million in Singapore. These
dollar amounts will change due to market conditions. The Sub-Adviser will also
establish a minimum market capitalization that a company must meet in order to
be considered for purchase, which minimum will change due to market conditions.
The Asia Pacific Series intends to
invest in the stock of eligible companies using a market capitalization weighted
approach. The Sub-Adviser may in its discretion either limit further investments
in a particular country or divest the Asia Pacific Series of holdings in a
particular country. The Asia Pacific Series may invest in ETFs and similarly
structured pooled investments that provide exposure to Asia Pacific equity
markets or other equity markets, including the United States, for the purpose of
gaining exposure to the equity markets while maintaining liquidity. In addition
to money market instruments and other short-term investments, the Asia Pacific
Series may invest in affiliated and unaffiliated registered and unregistered
money market funds to manage its cash pending investment in other securities or
to maintain liquidity for the payment of redemptions or other purposes.
Investments in money market funds may involve a duplication of certain fees and
expenses.
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Canadian Series
The Canadian Series generally will
purchase a broad and diverse group of readily marketable securities of Canadian
small companies. The Canadian Series invests in Approved Market Securities of
companies associated with Canada. As a non-fundamental policy, under normal
circumstances, the Canadian Series will invest at least 80% of its net assets in
securities of Canadian small companies.
The Sub-Adviser measures company size
based primarily on market capitalization. The Sub-Adviser first ranks eligible
companies by market capitalization. The Sub-Adviser then determines the universe
of eligible securities by defining the maximum market capitalization of a small
company in Canada. As of [______________], 2013, the Sub-Adviser considered
Canadian small companies to be those companies with a market capitalization of
$[ ] million or below. This dollar amount will change due to market conditions.
The Sub-Adviser will also establish a minimum market capitalization that a
company must meet in order to be considered for purchase, which minimum will
change due to market conditions.
The Canadian Series intends to invest
in the stock of eligible companies using a market capitalization weighted
approach. The Canadian Series may invest in ETFs and similarly structured pooled
investments that provide exposure to the Canadian equity market or other equity
markets, including the United States, for the purpose of gaining exposure to the
equity markets while maintaining liquidity. In addition to money market
instruments and other short-term investments, the Canadian Series may invest in
affiliated and unaffiliated registered and unregistered money market funds to
manage its cash pending investment in other securities or to maintain liquidity
for the payment of redemptions or other purposes. Investments in money market
funds may involve a duplication of certain fees and expenses.
Portfolio Construction
The Underlying Funds in which the DFA
Portfolio invests use a market capitalization weighted approach. See Additional
Information about the Equity FundsDescription of Certain Investment
PracticesMarket Capitalization Weighting and Deviations from Market
Capitalization Weighting for more information on this approach.
The decision to include or exclude the
shares of an issuer is made on the basis of such issuers relative market
capitalization determined by reference to other companies located in the same
country or region. Company size is measured in terms of local currencies in
order to eliminate the effect of variations in currency exchange rates. Even
though a companys stock may meet the applicable market capitalization criterion
of a particular Underlying Fund, it also may not be purchased if: (1) in the
Sub-Advisers judgment, the issuer is in extreme financial difficulty; (2) the
issuer is involved in a merger or consolidation or is the subject of an
acquisition; (3) a significant portion of the issuers securities are closely
held; or (4) the Sub-Adviser determines, in its judgment, that the purchase of
such stock is inappropriate given other conditions. Further, as of the date of
this Prospectus, none of the Underlying Funds intends to acquire securities
offered in initial public offerings.
If any Underlying Fund must sell
securities in order to obtain funds to make redemption payments, that Underlying
Fund may repurchase such securities as additional cash becomes available. In
most instances, however, the Sub-Adviser would anticipate selling securities
that had appreciated sufficiently to be eligible for sale and, therefore, would
not need to repurchase such securities.
On a periodic basis, the Sub-Adviser
reviews the holdings of each Underlying Fund and determines which companies, at
the time of such review, are no longer considered small companies. The present
policy of the Sub-Adviser with respect to each Underlying Fund is to consider
portfolio securities for sale when they have appreciated sufficiently to no
longer be in the desired market capitalization range for the Underlying Fund as
determined periodically by the Sub-Adviser; however, the Sub-Adviser is not
required to dispose of a security if the securitys issuer is no longer in the
desired market capitalization range. The Sub-Adviser may, from time to time,
revise that policy if, in its opinion, such revision is necessary to maintain
appropriate market capitalization weighting.
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Fund Structure
Through the daily calculation of the
DFA Portfolios NAV, the value of each shareholders, including the Funds,
investment in the DFA Portfolio, will be adjusted to reflect each such
shareholders proportionate share of the expenses of the DFA Portfolio, which
expenses will include the DFA Portfolios share of the indirect operating
expenses of the Underlying Funds.
The shares of the DFA Portfolio are
offered to institutional and non-institutional investors, and the shares of the
Underlying Funds are generally offered to institutional investors. Offerings to
institutional investors by the DFA Portfolio and the Underlying Funds
(collectively, the Other Funds) serve the purposes of increasing the assets
available for investment, reducing expenses as a percentage of total assets and
achieving other economies that might be available at higher asset levels.
Investment in the Other Funds by other institutional investors offers potential
benefits to the Other Funds, and to the Fund through its investment in the DFA
Portfolio. However, such economies and expense reductions might not be achieved,
and additional investment opportunities, such as increased diversification,
might not be available if other institutions do not invest in the Other Funds.
Also, if an institutional investor were to redeem its interest in the Other
Funds, the remaining investors therein could experience higher
pro rata
operating
expenses, thereby producing lower returns, and the Other Funds security
holdings may become less diverse, resulting in increased risk.
Institutional investors that have a
greater
pro rata
ownership interest in the DFA Portfolio than the Fund does could have
effective voting control over the operation of the DFA Portfolio.
Other institutional investors,
including other mutual funds, may invest in the Other Funds, and the expenses of
such Other Funds and, correspondingly, their returns may differ from those of
the Fund. For information about the availability of investing in any Other Fund,
other than through the Fund, please contact DFA Investment Dimensions Group Inc.
and The DFA Investment Trust Company at 6300 Bee Cave Road, Building One,
Austin, Texas 78746, (512) 306-7400.
A redemption by the Fund of all or part
of its investment in the DFA Portfolio could result in a distribution in kind of
portfolio securities (as opposed to a cash distribution) to the Fund. Should
such a distribution occur, the Fund could incur brokerage fees or other
transaction costs in converting such securities to cash when necessary. In
addition, a distribution in kind to the Fund could result in its having a less
diversified portfolio of investments and could adversely affect its liquidity.
Moreover, a distribution in kind, or in cash, by the DFA Portfolio pursuant to a
redemption will constitute a taxable exchange for federal income tax purposes,
resulting in gain or loss to the Fund to the extent that the redemption
distribution is more or less than the Funds basis in the redeemed shares. Any
net capital gains so realized will be distributed to the Funds shareholders as
described in the section entitled Distributions and TaxesDistributions.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
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SA Emerging Markets Value Fund
Goal and Principal Investment
Strategies
The Funds goal is to achieve long-term
capital appreciation. The Fund pursues its goal by generally investing in a
broad and diverse group of securities of companies in emerging markets, which
may include frontier markets (
i.e.
, emerging market countries in an
earlier stage of development). The Fund intends to purchase securities of
companies with small, medium and large market capitalizations in their
respective markets that the Sub-Adviser considers to be value stocks at the
time of investment. The Sub-Adviser considers value stocks primarily to be those
of companies with high book values (values that are derived from a companys
balance sheet) in relation to their market values (values that are derived by
multiplying the market price per share of a companys stock by the number of
outstanding shares of that stock). In assessing value, the Sub-Adviser may
consider additional factors such as price-to-cash flow or price-to-earnings
ratios as well as economic conditions and developments in the companys issuers
industry. The criteria the Sub-Adviser uses for assessing value are subject to
change from time to time.
The Fund seeks to achieve its goal by
investing in companies in countries designated by the Investment Committee of
the Sub-Adviser from time to time as approved markets. As of the date of this
Prospectus, the Fund is authorized to invest in the following approved markets:
Brazil, Chile, China, Colombia, the Czech Republic, Hungary, India, Indonesia,
Malaysia, Mexico, the Philippines, Poland, Russia, South Africa, South Korea,
Taiwan, Thailand, and Turkey. The Investment Committee of the Sub-Adviser may
authorize other countries for investment in the future in addition to the
approved markets listed above. The Sub-Adviser will determine when and whether
to invest in approved markets depending on a number of factors, such as asset
growth in the Fund and characteristics of each countrys market. In addition,
the Fund may continue to hold securities associated with countries that are not
listed above as approved markets but had been authorized for investment in the
past, and may reinvest distributions received in connection with such existing
investments in such previously approved countries.
The Fund's definition of what
constitutes a small, medium and large company varies across countries and is
based primarily on market capitalization. In each approved market, the companies
listed on selected exchanges are ranked based upon their market capitalizations.
The minimum market capitalization for a company in that country is then defined.
As of [August 31], 2013, [Mexico] had the highest
minimum market capitalization threshold for investment of approximately $[ ]
million; and [Hungary] had the lowest minimum market capitalization threshold
for investment of approximately $[ ] million. These dollar amounts will change
due to market conditions.
As a non-fundamental policy, under
normal circumstances, the Fund will invest at least 80% of its net assets in
emerging markets investments that are Approved Market Securities (see The Funds
in Greater DetailEquity FundsAdditional Information About the Equity
Funds
Description
of Certain Security TypesApproved Market Securities for a definition of
Approved Market Securities). If at any time the Board of Trustees votes to
reduce or eliminate the percentage requirement of this non-fundamental
investment policy, shareholders will be notified at least sixty days prior to
the change.
The Fund may invest in ETFs and
similarly structured pooled investments that provide exposure to approved
markets or other equity markets, including the United States, for the purposes
of gaining exposure to the equity markets while maintaining liquidity. The Fund
also may invest up to 10% of its total assets in shares of other investment
companies that invest in one or more approved markets, although it intends to do
so only where access to those markets is otherwise significantly
limited.
The Fund may lend its portfolio
securities to generate additional income.
The Fund may invest in short-term,
high-quality, fixed-income obligations for cash management purposes. The Fund
may also engage in short-term trading and enter into futures and options
contracts. These investments and techniques are not principal investment
strategies and are described under The Funds in Greater DetailEquity
FundsAdditional Information About the Equity Funds
Description of Certain Investment
Practices and Description of Certain Security Types.
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Portfolio Construction
Even though a companys stock may meet
the applicable market capitalization and value criterion for investment by the
Fund, it may not be included for a number of reasons. For example, the
Sub-Adviser, in its judgment, may consider that: (1) the issuer is in extreme
financial difficulty; (2) the issuer is involved in a merger or consolidation or
is the subject of an acquisition; (3) a material portion of the issuers
securities is closely held and not likely available to support market liquidity;
or (4) the Sub-Adviser has determined, in its judgment, that the purchase of
such stock is inappropriate given other conditions. The Fund also may not invest
in certain companies or approved markets for reasons that include constraints
imposed within approved markets (
i.e.
, restrictions on purchases by foreigners),
and the Funds policy not to invest more than 25% of its assets in any one
industry. The Sub-Adviser may exercise discretion in purchasing securities in an
approved market and in determining the allocation of investments among approved
markets. Further, as of the date of this Prospectus, the Fund does not intend to
acquire securities offered in initial public offerings.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
Call toll-free
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SA Real Estate Securities Fund
Goal and Principal Investment
Strategies
The Funds goal is to achieve long-term
capital appreciation. The Fund pursues its goal by generally investing in
readily marketable equity securities of companies the principal activities of
which include ownership, management, development, construction or sale of
residential, commercial or industrial real estate. Investments will include,
principally, equity securities of companies in the following sectors of the real
estate industry: certain real estate investment trusts (REITs), companies
engaged in residential construction and firms, excluding partnerships, the
principal business of which is to develop commercial property. The Fund
generally considers a company to be principally engaged in the real estate
industry if the company (i) derives at least 50% of its revenue or profits from
the ownership, management, development, construction, sale of residential,
commercial, industrial or other real estate; (ii) has at least 50% of the value
of its assets invested in residential, commercial, industrial or other real
estate; or (iii) is organized as a REIT or REIT-like entity. REIT or REIT-like
entities are types of real estate companies that pool investors funds for
investment primarily in income producing real estate or real estate related
loans or interests.
The Fund will make equity investments
only in securities traded in the U.S. securities markets, primarily on the NYSE,
NYSE Alternext US LLC or Nasdaq Global Market
®
or such other
securities exchanges deemed appropriate by the Sub-Adviser, using a market
capitalization weighted approach.
The Fund will purchase shares of REITs.
A REIT is not taxed on net income and gains it distributes to shareholders if it
complies with several requirements relating to its organization, ownership,
assets and income and a requirement that it distribute to its shareholders at
least 90% of its taxable income (other than net capital gain (as defined under
Distributions and TaxesTaxes on Distributions)) for each taxable year. REITs
can generally be classified as equity REITs, mortgage REITs or hybrid REITs.
Equity REITs invest the majority of their assets directly in real property and
derive their income primarily from rents. Equity REITs can also realize capital
gains by selling properties that have appreciated in value. Mortgage REITs
invest the majority of their assets in real estate mortgages and derive their
income primarily from interest payments. Hybrid REITs combine the
characteristics of both equity REITs and mortgage REITs. At the present time,
the Fund intends to invest only in equity REITs and hybrid REITs.
As a non-fundamental policy, under
normal circumstances, at least 80% of the Funds net assets will be invested in
securities of companies in the real estate industry. If at any time the Board of
Trustees votes to reduce or eliminate the percentage requirement of this
non-fundamental investment policy, shareholders will be notified at least sixty
days prior to the change.
The Fund may lend its portfolio
securities to generate additional income.
The Fund may invest in short-term,
high-quality, fixed-income obligations for cash management purposes. The Fund
may also invest in ETFs and similarly structured pooled investments for the
purpose of gaining exposure to the U.S. stock market while maintaining
liquidity. The Fund may also engage in short-term trading and enter into futures
and options contracts. These investments and techniques are not principal
investment strategies and are described under The Funds in Greater
DetailEquity FundsAdditional Information About the Equity FundsDescription of
Certain Investment Practices and Description of Certain Security Types.
Portfolio Construction
It is the intention of the Fund to
invest in the securities of eligible companies using a market capitalization
weighted approach. See Additional Information about the Equity
FundsDescription of Certain Investment PracticesMarket Capitalization
Weighting and Deviations from Market Capitalization Weighting for more
information on this approach. The Sub-Adviser has prepared and will maintain a
schedule of eligible investments consisting of equity securities of all
companies in the sectors of the real estate industry described above as being
presently eligible for investment. Periodically, the Sub-Adviser may expand the
Funds schedule of eligible investments to include equity securities of
companies in sectors of the real estate industry in addition to those described
above as eligible for investment as of the date of this Prospectus.
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While a companys stock may meet the
applicable criteria described above, the stock also may not be purchased by the
Fund if, at the time of purchase, in the judgment of the Sub-Adviser: (1) the
issuer is in extreme financial difficulty; (2) the issuer is involved in a
merger or consolidation or is the subject of an acquisition that could result in
the company no longer being considered principally engaged in the real estate
business; or (3) the purchase of such stock is inappropriate given other
conditions. Further, as of the date of this Prospectus, the Fund does not intend
to acquire securities offered in initial public offerings.
Principal Risks
For more information on the Funds
principal risks see Additional Information About Principal Risks.
Call toll-free
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Additional Information about the Equity
Funds
Description of Certain Investment
Practices
Portfolio Transactions
Portfolio investments of the Equity
Funds, including the Underlying Funds of the DFA Portfolio (in which SA
International Small Company Fund invests substantially all of its assets), will
generally be made in eligible securities using a market capitalization weighted
approach. The Sub-Adviser may modify market capitalization weighting as
described under Market Capitalization Weighting and Deviation from Market
Capitalization Weighting. However, securities in each Equity Funds portfolio
will generally not be purchased or sold based on the prospects for the economy,
the securities markets or the individual issuers whose shares are eligible for
purchase. Securities in each Equity Funds portfolio that have depreciated in
value since their acquisition will not be sold solely because prospects for the
issuer are not considered attractive or due to an expected or realized decline
in securities prices in general. Securities in each Equity Funds portfolio will
not be sold solely to realize short-term profits, but when circumstances
warrant, they may be sold without regard to the length of time held. Securities
in each Equity Funds portfolio, including those eligible for purchase, may be
disposed of at any time when, in the Sub-Advisers judgment, circumstances,
including but not limited to tender offers, mergers and similar transactions, or
bids made for block purchases at opportune prices, warrant their sale.
Generally, securities in each Equity Funds portfolio will be purchased with the
expectation that they will be held for longer than one year and will be held
until such time as they are no longer considered an appropriate holding in light
of the investment policy of the relevant Equity Fund.
If securities must be sold in order to
obtain funds to make redemption payments, such securities may be repurchased by
each Equity Fund as additional cash becomes available to it. Each Equity Fund is
also authorized to make a redemption payment, in whole or in part, by a
distribution of portfolio securities in lieu of cash (
i.e.
, a redemption in-kind), when in
the best interests of the Equity Fund. Such distributions will be made in
accordance with the U.S. federal securities laws and regulations governing
mutual funds. Investors may incur brokerage charges and other transaction costs
selling securities that were received in payment of redemptions. Further,
because the securities of certain companies whose shares are eligible for
purchase are thinly traded, the Equity Fund might not be able to purchase the
number of shares that adherence to market capitalization weighting might
require.
Investments will not be based upon an
issuers dividend payment policy or record. However, many of the companies whose
securities will be included in each Equity Funds portfolio do pay dividends. It
is anticipated, therefore, that each Equity Fund will receive dividend
income.
Market Capitalization Weightings and
Deviation from Market Capitalization Weighting
The investment portfolios of the Equity
Funds, including the Underlying Funds of the DFA Portfolio (in which SA
International Small Company Fund invests substantially all of its assets), use a
market capitalization weighted approach. This approach involves market
capitalization weighting in determining individual security weights and, where
applicable, country or region weights. Market capitalization weighting means
each security is generally purchased based on the issuers relative market
capitalization. Market capitalization weighting may be adjusted by the
Sub-Adviser for a variety of reasons. An Equity Fund or Underlying Fund may
deviate from its market capitalization weighting to limit or fix the exposure to
a particular country or issuer to a maximum proportion of the assets of such
Equity Fund or Underlying Fund. Additionally, the Sub-Adviser may consider such
factors as free float, expected profitability, trading strategies, liquidity
management, tax management, momentum as well as other factors determined to be
appropriate by the Sub-Adviser given market conditions. In assessing expected
profitability, the Sub-Adviser may consider different ratios, such as earnings
or profits from operations relative to book value or assets. The Sub-Adviser may
exclude the stock of a company that meets applicable market capitalization
criterion if the Sub-Adviser determines, in its judgment, that the purchase of
such stock is inappropriate in light of other conditions. These adjustments will
result in a deviation from traditional market capitalization
weighting.
Adjustment for free float adjusts
market capitalization weighting to exclude the share capital of a company that
is not freely available for trading in the public equity markets. For example,
the following types of shares may be excluded: (1) those held by strategic
investors (such as governments, controlling shareholders and management), (2)
treasury shares or (3) shares subject to ownership restrictions. Free float
adjustments may also be made based on a companys market capitalization.
Deviation also will occur because the Sub-Adviser generally intends to purchase
in round lots. Furthermore, the Sub-Adviser may reduce the relative amount of
any security held in order to retain sufficient portfolio liquidity. A portion,
but generally not in excess of 20%, of each Equity Funds and Underlying Funds
assets may be invested in short-term, high-quality, highly-liquid, fixed income
obligations, thereby causing further deviation from market capitalization
weighting. Finally, tax management strategies undertaken by SA U.S. Value Fund,
SA U.S. Small Company Fund and SA International Value Fund may also cause
further deviation from market capitalization weighting.
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Block purchases of eligible securities
may be made at opportune prices even though such purchases exceed the number of
shares that, at the time of purchase, adherence to the policy of market
capitalization weighting would otherwise require. In addition, securities
eligible for purchase by each Equity Fund and Underlying Fund or otherwise
represented in the portfolio of such Equity Fund or Underlying Fund may be
acquired in exchange for the issuance of shares. While such transactions might
cause a temporary deviation from market capitalization weighting, they would
ordinarily be made in anticipation of further growth of assets.
Changes in the composition and relative
ranking (in terms of market capitalization) of the stocks that are eligible for
purchase take place with every trade when the securities markets are open for
trading due, primarily, to price fluctuations of such securities. On at least a
semi-annual basis, the Sub-Adviser will determine those companies eligible for
investment by an Equity Fund (other than SA U.S. Core Market Fund) or Underlying
Fund. Additional investments generally will not be made in securities that have
changed in value sufficiently to be excluded from the Sub-Advisers then-current
requirements for eligible portfolio securities. This may result in further
deviation from market capitalization weighting. Such deviation could be
substantial if a significant amount of holdings of investment portfolios of SA
U.S. Core Market Fund, SA U.S. Value Fund, SA U.S. Small Company Fund, SA
International Value Fund and the Underlying Funds change in value sufficiently
to be excluded from the requirement for eligible securities, but not by a
sufficient amount to warrant their sale.
Country or region weights may be based
on the total market capitalization of companies within each country or region.
The calculation of country or region market capitalization may take into
consideration the free float of companies within a country or region or whether
these companies are eligible to be purchased for the particular strategy. In
addition, to maintain a satisfactory level of diversification, the Investment
Committee of the Sub-Adviser may limit or fix the exposure to a particular
country or region to a maximum proportion of the assets of an Equity Fund or
Underlying Fund. Country or region weights may also deviate from target weights
due to general day-to-day trading patterns and price movements. As a result, the
weighting of countries or regions may vary from their weighting in published
international indices.
Securities Lending
Each Equity Fund and Underlying Fund
may seek to earn additional income by lending portfolio securities to qualified
brokers, dealers, banks and other financial institutions. By reinvesting any
cash collateral an Equity Fund or Underlying Fund receives in these
transactions, such Fund could realize additional income. If the borrower fails
to return the securities or the invested collateral declines in value, the
Equity Fund or Underlying Fund could lose money.
Cash Management
Each Equity Fund and Underlying Fund
may invest up to 20% of its assets in short-term, high-quality, highly-liquid,
fixed income obligations such as money market instruments, money market funds
and short-term repurchase agreements pending investment or for liquidity
purposes. Investments in money market funds may involve a duplication of certain
fees and expenses.
Temporary Defensive Positions
Notwithstanding each Equity Funds
applicable investment objective, in unusual market conditions, for temporary
defensive purposes, all or part of each Equity Fund's assets may be invested in
cash and/or short-term, high-quality, highly-liquid, fixed income obligations.
In addition, SA Emerging Markets Value Fund may, for temporary defensive
purposes during periods in which market or economic or political conditions
warrant, purchase highly liquid debt instruments or hold freely convertible
currencies. To the extent that an Equity Fund adopts a temporary defensive
position, the Equity Fund may not achieve its investment objective.
Master-Feeder Structure
Each Equity Fund reserves the right to
convert to a master-feeder structure at a future date. Under such a structure,
generally one or more feeder funds invest all or substantially all of their
assets in a master fund, which, in turn, invests directly in a portfolio of
securities. An Equity Fund will notify shareholders prior to any such
conversion.
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Short-Term Trading
Each Equity Fund and Underlying Fund
may engage in short-term trading, which could produce higher trading costs and
larger taxable distributions. Frequent trading also increases transaction costs,
which could detract from an Equity Funds performance.
Description of Certain Security
Types
Approved Market
Securities
The SA International Value Fund, the
Underlying Funds of the SA International Small Company Fund, and the SA Emerging
Markets Value Fund invest in Approved Market Securities. Approved Market
Securities are securities of companies in countries designated by the
Investment Committee of the Sub-Adviser from time to time (approved markets)
listed on bona fide securities exchanges or traded on the over-the-counter
markets. These exchanges or over-the-counter markets may be either within or
outside the issuers domicile country. For example, the securities may be listed
or traded in the form of European Depository Receipts, Global Depository
Receipts, American Depository Receipts or other types of depository receipts
(including non-voting depositary receipts) or may be listed on bona fide
securities exchanges in more than one country. The SA International Value Fund,
the Underlying Funds of the SA International Small Company Fund, and the SA
Emerging Markets Value Fund will consider for purchase securities that are
associated with an approved market, and may include, among others: (a)
securities of companies that are organized under the laws of, or maintain their
principal place of business in, an approved market; (b) securities for which the
principal trading market is in an approved market; (c) securities issued or
guaranteed by the government of an approved market country, its agencies or
instrumentalities, or the central bank of such country; (d) securities
denominated in an approved market currency issued by companies to finance
operations in approved markets; (e) securities of companies that derive at least
50% of their revenues or profits from goods produced or sold, investments made,
or services performed in approved markets or have at least 50% of their assets
in approved markets; (f) equity securities of companies in approved markets in
the form of depositary shares; (g) securities of pooled investment vehicles that
invest primarily in approved market securities or derivative instruments that
derive their value from approved market securities; or (h) securities included
in a Funds respective benchmark index. Approved Market Securities may include
securities of companies that have characteristics and business relationships
common to companies in other countries. As a result, the value of the Approved
Market Securities may reflect economic and market forces in such other countries
as well as in the approved markets. The Sub-Adviser, however, will select only
those companies which, in its view, have sufficiently strong exposure to
economic and market forces in approved markets. For example, the Sub-Adviser may
invest in companies organized and located in the United States or other
countries outside of approved markets, including companies having their entire
production facilities outside of approved markets, when such companies meet the
definition of Approved Market Securities.
In determining what countries are
approved markets, the Sub-Adviser may consider various factors, including
without limitation, the data, analysis, and classification of countries
published or disseminated by the International Bank for Reconstruction and
Development (commonly known as the World Bank), the International Finance
Corporation, FTSE International, Morgan Stanley Capital International and
Citigroup. Approved markets may not include all such emerging markets. In
determining whether to approve markets for investment, the Sub-Adviser will take
into account, among other things, market liquidity, relative availability of
investor information, government regulation, including fiscal and foreign
exchange repatriation rules, and the availability of other access to these
markets.
Derivatives
Each Equity Fund and Underlying Fund is
authorized to use derivatives, such as futures contracts and options on futures
contracts for equity securities and indices, to gain market exposure on its
uninvested cash pending investment in securities or to maintain liquidity to pay
redemptions. A derivative is a financial contract the value of which is based on
a security, a currency exchange rate or a market index. Derivatives can be used
for hedging (
i.e.
, attempting to reduce risk by offsetting one investment position with
another) or speculation (
i.e.
, taking a position in the hope of increasing return). The
Equity Funds and Underlying Funds will not use derivatives for speculative
purposes. The main risk with derivatives is that some types of derivatives can
amplify a gain or loss, potentially earning or losing substantially more money
than the actual cost of the derivative. With some derivatives, there is also the
risk that the counterparty may fail to honor its contract terms, causing a loss
for an Equity Fund or Underlying Fund.
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The SA International Value Fund, the
Underlying Funds of the SA International Small Company Fund, the SA Emerging
Markets Value Fund and the SA Real Estate Securities Fund may each, but is not
required to, use futures contracts and options on futures contracts, but only
for the purposes of remaining fully invested and maintaining liquidity to pay
redemptions or pending direct investments in securities. A futures contract
obligates the holder to buy or sell an asset in the future at an agreed-upon
price. When an Equity Fund purchases an option on a futures contract, it has the
right to assume a position as a purchaser or seller of a futures contract at a
specified price during the option period. When an Equity Fund sells an option on
a futures contract, it becomes obligated to purchase or sell a futures contract
if the option is exercised. Futures contracts and options present the following
risks: imperfect correlation between the change in market value of an Equity
Funds portfolio securities and the price of futures contracts and options; the
possible inability to close a futures contract when desired; and losses due to
unanticipated market movements, which are potentially unlimited.
Exchange-Traded
Funds
Each Equity Fund and Underlying Fund is
authorized to invest in exchange traded funds (ETFs) and similarly structured
pooled investments for the purpose of gaining exposure to the equity markets
while maintaining liquidity. An ETF is an investment company or other pooled
investment vehicle that generally has a principal investment strategy to track
or replicate a desired index, such as a sector, market or global segment. ETFs
are primarily passively managed and traded similar to a publicly traded company.
The goal of an ETF is to correspond generally to the price and yield
performance, before fees and expenses, of its reference index and may not
necessarily represent the strategy of an Equity Fund or Underlying Fund. The
risk of not correlating to the index is an additional risk to the investors of
ETFs. When an Equity Fund or
Underlying Fund invests in an ETF, shareholders of the Equity
Fund indirectly bear their proportionate share of the ETFs fees and
expenses.
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Additional Information About
Principal Risks
The greatest risk of investing in a
mutual fund is that its returns will fluctuate and you could lose money.
Turbulence in financial markets and reduced liquidity in equity, credit and
fixed-income markets may negatively affect many issuers worldwide, which could
have an adverse effect on the SA Funds.
Like all
mutual funds, an investment in the SA Funds is not a bank deposit or obligation
and is not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
The following table
identifies the primary risk factors of each Fund in light of their respective
principal investment strategies. These risk factors are explained following the
table.
Risk
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Banking
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X
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Concentration
Risk
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Credit Risk
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X
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X
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Cyclical Market Risk
|
|
|
|
|
|
|
|
|
X
|
Emerging
Markets
|
|
|
|
|
|
|
|
X
|
|
Risk
|
|
|
|
|
|
|
|
|
|
European Economic
|
X
|
X
|
|
|
|
X
|
X
|
|
|
Risk
|
|
|
|
|
|
|
|
|
|
Foreign
Government
|
X
|
X
|
|
|
|
|
|
|
|
and
Supranational
|
|
|
|
|
|
|
|
|
|
Organizations
Risk
|
|
|
|
|
|
|
|
|
|
Foreign Securities
|
|
X
|
|
|
|
X
|
X
|
X
|
|
and Currency Risk
|
|
|
|
|
|
|
|
|
|
Fund of Funds
Risk
|
|
|
|
|
|
|
X
|
|
|
Hedging Risk
|
|
X
|
|
|
|
|
|
|
|
Income Risk
|
X
|
X
|
|
|
|
|
|
|
|
Interest Rate and
|
X
|
X
|
|
|
|
|
|
|
|
Related Risks
|
|
|
|
|
|
|
|
|
|
Interest Rate
Risk
|
|
|
|
|
|
|
|
|
X
|
(REITs)
|
|
|
|
|
|
|
|
|
|
Large Company Stock
|
|
|
X
|
X
|
|
X
|
|
X
|
|
Risk
|
|
|
|
|
|
|
|
|
|
Market Risk
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Medium-Size
|
|
|
X
|
X
|
|
X
|
|
X
|
|
Company Stock Risk
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
|
|
|
|
|
|
X
|
Investment
Risk
|
|
|
|
|
|
|
|
|
|
Recent Market
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Conditions
|
|
|
|
|
|
|
|
|
|
Risk of
Concentrating
|
|
|
|
|
|
|
|
|
X
|
in the Real
Estate
|
|
|
|
|
|
|
|
|
|
Industry
|
|
|
|
|
|
|
|
|
|
Securities Lending
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Risk
|
|
|
|
|
|
|
|
|
|
Sector Risk
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Small Company Stock
|
|
|
X
|
|
X
|
|
X
|
X
|
|
Risk
|
|
|
|
|
|
|
|
|
|
U.S.
Government
|
X
|
X
|
|
|
|
|
|
|
|
Securities
Risk
|
|
|
|
|
|
|
|
|
|
Value Stock Risk
|
|
|
|
X
|
|
X
|
|
X
|
|
|
|
|
61
|
http://SA-Funds.net
|
-
Banking Concentration Risk:
To the extent SA U.S. Fixed Income Fund
invests more than 25% of its
total assets in
bank and bank holding company obligations, such banking industry investments
would link
the performance of the Fund to
changes in the performance of the banking industry generally. Banks are
subject to extensive government regulation that may
affect the scope of their activities, their profitability,
the prices that they can charge and the amount of capital
that they must maintain. In addition, unstable
interest rates can have a disproportionate effect on the banking
industry; banks whose securities the
Fund may
purchase may themselves have concentrated portfolios of loans or investments
that make
them vulnerable to economic
conditions that affect that industry. Increased competition also may
affect
adversely the profitability or viability
of banks. In addition, the banking industry is undergoing numerous
changes, including continuing consolidations,
development of new products and structures and changes
to its regulatory framework. The recent deterioration of the credit
markets has caused an adverse impact
on a broad
range of financial markets, thereby causing certain banking institutions to
incur large losses. Certain banking
institutions have experienced declines in the valuation of their assets and
even ceased
operations.
-
Credit Risk:
It is possible that some issuers or guarantors may default on debt
securities held by a
Fund, or there could be
defaults on repurchase agreements held by a Fund. Also, an issuer may
suffer
adverse changes in financial condition
that could result in a downgrade in credit rating leading to greater
volatility in the price of the security and,
consequently, in the price of shares of a Fund. A change in the
credit rating of a bond can also affect the bonds liquidity
and make it more difficult for a Fund to sell. If
any of these events were to occur, a Fund might suffer a loss. Credit
ratings are only the opinions of the
rating
agencies issuing them, do not purport to reflect the risk of fluctuations in
market value and are not
guarantees as to the
payment of interest and repayment of principal.
-
Cyclical Market Risk:
The real estate industry tends to be cyclical with periods
of relative under-
performance and
out-performance in comparison to the broad U.S. equity market. Such cycles
may
adversely affect the value of SA Real
Estate Securities Funds portfolio.
-
Emerging Markets Risk:
Investing in emerging market countries involves risks in
addition to those
generally associated with
investing in developed foreign countries. Securities issued in these
countries
may be more volatile and less liquid
than securities issued in foreign countries with more developed
economies or markets. Numerous emerging market countries
have experienced serious, and frequently
continuing, economic and political problems. Stock markets in many
emerging market countries are
relatively small,
expensive to trade and risky. Foreigners are often limited in their ability to
invest in, and
withdraw assets from, these
markets. Additional restrictions may be imposed under emergency
conditions.
-
European Economic Risk:
The European Unions (EU) Economic and Monetary Union
requires
member countries to comply with
restrictions on interest rates, deficits, debt levels, inflation rates
and
other factors, each of which may
significantly impact every European country. The economies of EU
member countries and their trading partners may be adversely
affected by changes in the euros
exchange
rate, changes in EU or governmental regulations on trade, and the threat of
default or default
by an EU member country on
its sovereign debt, which could negatively impact the Funds
investments
and cause it to lose money.
Recently, the European financial markets have been negatively impacted
by
rising government debt levels; possible
default on or restructuring of sovereign debt in several European
countries, including Greece, Ireland, Italy, Portugal and
Spain; and economic downturns. A European
countrys default or debt restructuring would adversely affect the
holders of the countrys debt and sellers
of
credit default swaps linked to the countrys creditworthiness and could
negatively impact equity markets
in Europe as
well as global markets more generally. Recent events in Europe have adversely
affected
the euros exchange rate and value and
may continue to impact the economies of every European
country.
-
Foreign Government and Supranational
Organization Obligations Risk
: By
investing in foreign
government obligations, SA
Global Fixed Income Fund will be exposed to the direct or indirect
consequences of political, social, and economic
changes in various countries. The SA Global Fixed
Income Fund may have limited legal recourse in the event of a default
with respect to foreign government
obligations
it holds and the SA U.S. Fixed Income Fund and the SA Global Fixed Income Fund
may have
limited legal recourse in the event of
a default with respect to supranational organization obligations they
hold. No established secondary markets may exist for
some foreign government and supranational
organization obligations. Supranational organizations are often
chartered to promote economic development. Typically, the governmental members, or stockholders,
make initial capital contributions to
the
supranational organization and may be committed to make additional
contributions if the supra
national
organization is unable to repay its borrowings. There is no guarantee that one
or more
stockholders of a supranational
organization will continue to make any necessary additional capital
contributions or otherwise provide continued financial
backing to the supranational organization.
Call toll-free
1.800.366.7266
|
Prospectus
|
62
|
-
Foreign Securities and Currency Risk:
Foreign securities involve risks in
addition to those associated
with comparable
U.S. securities. Investments in foreign securities are subject to fluctuations
in currency
exchange rates, which may
negatively affect the value of the Funds portfolio. Additional risks
may
include exposure to less developed or less
efficient trading markets; social, political or economic
instability; currency controls or redenomination;
nationalization or expropriation of assets; changes in tax
policy; high transaction costs; settlement, custodial or
other operational risks; and less stringent
accounting, auditing, financial reporting, and legal standards and
practices. In addition, key information
about
the issuer, the markets or the local government or economy may be unavailable,
incomplete or
inaccurate. As a result, foreign
securities can fluctuate more widely in price, and may also be less
liquid,
than comparable U.S. securities.
Although foreign securities offer added diversification potential,
world
markets, or those in a particular region,
may all react in a similar fashion to important economic or political
developments.
In addition, foreign markets may perform differently than the U.S.
market. Over a given period of time,
foreign
securities may underperform U.S. securitiessometimes for years. A Fund could
also
underperform if the Sub-Adviser invests in
countries or regions whose economic performance falls short.
To the extent that a Fund invests a portion of its assets in
one country, state, region or currency, an
adverse economic, business or political development may affect the
value of the Funds investments
more than if
its investments were not so invested. Some national economies continue to show
profound
instability, which may in turn affect
their international trading partners or other members of their currency
bloc.
Investing in foreign securities may also involve a greater risk for
excessive trading due to time-zone
arbitrage.
If an event occurring after the close of a foreign market, but before the time
the Fund computes
its current net asset value,
causes a change in the price of the foreign securities and such price is
not
reflected in a Funds current net asset
value, investors may attempt to take advantage of anticipated price
movements in securities held by the Fund based on such
pricing discrepancies.
-
Fund of Funds Risk:
The investment performance of the SA International Small
Company Fund is
affected by the investment
performance of the DFA Portfolio and, indirectly, the investment
performance
of the Underlying Funds. The
ability of the SA International Small Company Fund to achieve its
investment objective depends on the ability of the DFA
Portfolio and the Underlying Funds to meet their
investment objectives and on the Sub-Advisers decisions regarding the
allocation of the DFA Portfolios
assets among
the Underlying Funds. There can be no assurance that the investment objective
of the SA International Small Company Fund,
the DFA Portfolio or any Underlying Fund will be achieved. Through
its investment in the DFA Portfolio and, indirectly,
the Underlying Funds, the SA International Small
Company Fund is subject to the risks of the Underlying Funds
investments. Duplication of expenses is a
risk
when a fund invests in other investment companies. When the DFA Portfolio
invests in Underlying
Funds, investors are
subject to their proportionate share of the expenses of these Underlying Funds
in
addition to the expenses of the DFA
Portfolio and the Fund.
-
Hedging Risk:
Forward foreign currency exchange contracts may be used to
hedge foreign currency risk.
Hedging tends to
limit any potential gain that may be realized if the value of SA Global Fixed
Income
Funds portfolio holdings increases
because of currency fluctuations. In addition, hedging may increase
the Funds expenses. There is also a risk that a
forward foreign currency exchange contract intended as
a hedge may not perform as intended, in which case the Fund may not be
able to minimize the effects of
foreign
currency fluctuations and may suffer a loss.
-
Income Risk:
Because a Fund can only distribute what it earns, a Funds
distributions to shareholders
may decline when
prevailing interest rates fall or if a Fund experiences defaults on debt
securities it holds. A Funds income
generally declines during periods of falling interest rates because it must
reinvest the
proceeds it receives from existing
investments (upon their maturity, prepayment, amortization, call, or
buy-back) at a lower rate of interest or
return.
|
|
|
63
|
http://SA-Funds.net
|
-
Interest Rate and Related Risks:
Generally, when market interest rates
rise, the value of debt
securities declines,
and vice versa. Investing in such securities means that a Funds net asset
value will
tend to decline if market interest
rates rise. Interest rate risk is generally greater for fixed-income
securities with longer maturities or durations. During
periods of rising interest rates, the average life of
certain types of securities in which a Fund will invest may be extended
because of slower than expected
principal
payments. This may lock in a below-market interest rate, increase the
securitys duration (
i.e.
,
the estimated period until
the principal and interest are paid in full) and reduce the value of the
security.
This is known as extension risk.
During periods of declining interest rates, issuers of certain
securities
may exercise their option to prepay
principal earlier than scheduled, forcing a Fund to reinvest in lower
yielding securities. This is known as call or
prepayment risk.
-
Interest Rate Risk (REITs):
Changes in prevailing interest rates
affect not only the value of REIT
shares but
may also impact the market value of the REITs investment real estate.
-
Large Company Stock Risk:
Larger, more established companies may
be unable to respond quickly to
competitive
challenges, such as changes in technology and consumer tastes.
-
Market Risk (Equity Funds):
The value of the securities in which an
Equity Fund invests may go up or
down in
response to the prospects of individual companies, general economic or market
conditions,
and/or investor behavior that leads
investors perceptions of value (as reflected in the stock price) to
diverge from fundamental value. The Sub-Advisers
market capitalization weighted approach attempts to
manage market risk by limiting the amount an Equity Fund invests in any
single companys equity
securities. However,
diversification will not protect an Equity Fund against widespread or
prolonged
declines in the stock market.
-
Market Risk (Fixed Income Funds):
The value of the securities in which a
Fixed Income Fund invests
may go up or down in
response to the prospects of individual issuers, general economic or
market
conditions, and/or investor behavior
that leads investors perceptions of value (as reflected in the price
of
the security) to diverge from fundamental
value.
-
Market Risk (SA International Small Company
Fund):
The SA International Small
Company Funds
performance is dependent on the
performance of the Underlying Funds in which the DFA Portfolio
invests. The value of the securities in which the Underlying
Funds invest may go up or down in response
to
the prospects of individual companies, general economic or market conditions,
and/or investor
behavior that leads investors
perceptions of value (as reflected in the stock price) to diverge from
fundamental value. The Sub-Advisers market
capitalization weighted approach attempts to manage
market risk by limiting the amount any Underlying Fund invests in any
single companys equity securities.
However,
diversification will not protect any Underlying Fund against widespread or
prolonged declines
in the market in which it
invests.
-
Medium-Size Company Stock Risk:
Stocks of medium-size companies are
usually more sensitive to
adverse business
developments and economic, political, regulatory and market factors than
stocks of
larger companies, and the prices of
stocks of medium-size companies may be more volatile. A Fund
may experience difficulty in purchasing or selling
securities of medium-size companies at the desired
time and price.
-
Real Estate Investment Risk:
The value of securities in the real
estate industry can be affected by
changes in
real estate values and rental income, property taxes, interest rates, and tax
and regulatory
requirements. Investing in REITs
and REIT-like entities involves certain unique risks in addition to
those
risks associated with investing in the
real estate industry in general. REITs and REIT-like entities are
dependent upon management skill, may not be diversified, and
are subject to heavy cash flow
dependency,
defaults by borrowers and self-liquidation. REITs also are subject to the
possibility of
failing to qualify for federally
tax-free pass-through of income. Also, because REITs and REIT-like
entities typically are invested in a limited number of
projects or in a particular market segment, these
entities are more susceptible to adverse developments affecting a
single project or market segment than
more
broadly diversified investments.
-
Recent Market Conditions:
The financial crisis in the U.S. and
many foreign economies over the past
several
years, including the European sovereign debt and banking crises, has resulted,
and may
continue to result, in an unusually
high degree of volatility in the financial markets, both domestic and
foreign, and in the net asset values of many mutual
funds, including to some extent the Fund. Both
domestic and international equity and fixed income markets have been
experiencing heightened volatility and turmoil. Conditions in the U.S. and many
foreign economies have resulted, and may continue to
result, in fixed income instruments experiencing
unusual liquidity issues, increased price volatility and, in
some cases, credit downgrades and increased likelihood
of default. These events have reduced the
willingness and ability of some lenders to extend credit, and have made
it more difficult for borrowers to
obtain
financing on attractive terms, if at all. As a result, the values of many
types of securities have been
reduced. In
addition, global economies and financial markets are becoming increasingly
interconnected,
which increases the
possibilities that conditions in one country or region might adversely impact
issuers
in a different country or region.
The severity or duration of adverse economic conditions may also be
affected by policy changes made by governments or
quasi-governmental organizations.
Call toll-free
1.800.366.7266
|
Prospectus
|
64
|
-
Risk of Concentrating in the Real Estate
Industry:
The SA Real Estate Securities
Funds exclusive
focus on the real estate
industry will subject the Fund to the general risks of direct real estate
ownership.
Property values may fall due to
increasing vacancies or declining rents resulting from unanticipated
economic, legal, regulatory, cultural or technological
developments. Real estate company prices also
may drop because of the failure of borrowers to pay their loans and
poor management. The Funds
performance may be
materially different from the broad U.S. equity market.
-
Securities Lending Risk:
Securities lending involves possible
delay in recovery of the securities or
possible
loss of rights in the collateral should the borrower fail financially. As a
result, the value of
shares of a Fund may fall.
The value of shares of a Fund could also fall if a loan is called and the
Fund
is required to liquidate reinvested
collateral at a loss or if the Fund is unable to reinvest cash collateral
at
rates which exceed the costs
involved.
-
Sector Risk:
Companies with similar characteristics may be grouped together in broad
categories called
sectors. The Fund may be
overweight in certain sectors at various times. To the extent the Fund
invests
more heavily in a particular sector, or
industry that constitutes part of a sector, it thereby presents a more
concentrated risk and its performance will be
especially sensitive to any economic, business, regulatory
or other developments which generally affect that sector or
industry. In addition, the value of the Funds
shares may change at different rates compared to the value of shares of
a fund with investments in a
more diversified
mix of sectors and industries. Individual sectors and industries may
underperform other
sectors or industries or the
market as a whole. Alternatively, the lack of exposure to one or more
sectors
or industries may adversely affect the
Funds performance.
-
Small Company Stock Risk:
The stocks of small companies may have
more risks than those of larger
companies.
Small companies often have narrower markets and more limited managerial and
financial
resources than larger, more
established companies. As a result, they may be more sensitive to
changing economic conditions, which could increase the
volatility of a Funds portfolio. In addition, small
company stocks typically trade in lower volume, making them more
difficult to purchase or sell. Generally,
the smaller the company size, the greater these risks.
-
U.S. Government Securities
Risk
:
Although a Fund may invest in securities that carry U.S.
government
guarantees, these guarantees do not
extend to shares of the Fund itself and do not guarantee the
market price of the securities. Furthermore, not all
securities issued by the U.S. government and its
agencies and instrumentalities are backed by the full faith and credit
of the U.S. Treasury. There is no
guarantee
that the U.S. government will support securities not backed by its full faith
and credit.
-
Value Stock Risk:
A value stock may not reach what the Sub-Adviser believes is
its full market value, or
its intrinsic value
may go down. In addition, value stocks may underperform when the market
favors
growth stocks over value stocks.
Disciplined adherence to a value investment mandate during such
periods can result in significant underperformance relative
to overall market indices and other managed
investment vehicles that pursue growth style investments and/or
flexible style mandates.
|
|
|
65
|
http://SA-Funds.net
|
Management
Adviser
LWI Financial Inc., 3055 Olin Avenue,
Suite 2000, San Jose, California 95128, is the SA Funds investment adviser (the
Adviser). Since its organization in July 1998, the Adviser has provided
investment advisory and administrative services to individuals, pension and
profit-sharing plans, trusts, estates, charitable organizations and other
business entities. As of July 31, 2013, the Adviser had approximately $9.1
billion in assets under management.
The Adviser, in its capacity as
investment adviser, handles the business affairs of the SA Funds, reviews and
determines with the Sub-Adviser the investment objectives, policies and
restrictions of each Fund, and oversees the Sub-Adviser. The Adviser has
received exemptive relief from the U.S. Securities and Exchange Commission (the
SEC) that permits the Adviser to enter into investment sub-advisory agreements
with sub-advisers without obtaining shareholder approval. The Adviser, subject
to the review and approval of the Board of Trustees, is also permitted to
appoint sub-advisers for the SA Funds and supervise and monitor the performance
of each sub-adviser. The exemptive relief also permits the Adviser, subject to
approval by the Board of Trustees, to terminate and replace sub-advisers or
amend sub-advisory agreements without shareholder approval when the Adviser and
the Board of Trustees believe such action will benefit a Fund and its
shareholders. As of the date of this Prospectus, only SA U.S. Fixed Income Fund,
SA Emerging Markets Value Fund and SA Real Estate Securities Fund may rely on
this exemptive relief. The other Funds may not rely on this exemptive relief and
must obtain shareholder approval to take such actions.
In its capacity as administrator, the
Adviser provides administrative services to the SA Funds.
Sub-Adviser
Dimensional Fund Advisors LP, 6300 Bee
Cave Road, Building One, Austin, Texas 78746, serves as the investment
sub-adviser to the SA Funds (the Sub-Adviser). Since its organization in May
1981, the Sub-Adviser has provided investment management services to
institutional investors and to other mutual funds. The Sub-Adviser presently
serves as the investment adviser to four other investment companies The DFA
Investment Trust Company, DFA Investment Dimensions Group Inc., Dimensional
Investment Group Inc. and Dimensional Emerging Markets Value Fund Inc. as well
as the investment sub-adviser to certain unaffiliated investment companies. As
of [ ], 2013, the Sub-Adviser and its advisory affiliates managed over $[ ]
billion in assets firm-wide across the Sub-Adviser and its subsidiaries.
The Sub-Adviser also serves as
investment adviser to the DFA Portfolio (in which SA International Small Company
Fund invests substantially all of its assets), the Underlying Funds (in which
the DFA Portfolio invests substantially all of its assets) and the U.S. Micro
Cap Portfolio (in which SA U.S. Core Market Fund invests less than five percent
(5%) of its assets).
Subject to the supervision of the
Adviser, the Sub-Adviser furnishes an investment program and makes investment
decisions for each of the Funds. Investment strategies for the SA Funds are
reviewed by the Investment Committee of the Sub-Adviser, which meets on a
regular basis and also as needed to consider investment issues. The Investment
Committee is composed primarily of certain officers and directors of the
Sub-Adviser who are appointed annually. The Investment Committee reviews all
investment-related policies and procedures for the Funds and also approves any
changes in regards to approved countries, security types and brokers.
The Sub-Adviser also provides each Fund
with a trading department and selects brokers and dealers to effect securities
transactions. Securities transactions are placed with a view to obtaining the
best execution of such transactions. The Sub-Adviser is authorized to pay a
higher commission to a broker, dealer or exchange member than another such
organization might charge if it determines, in good faith, that the commission
paid is reasonable in relation to the research or brokerage services provided by
such organization.
Portfolio Managers
In accordance with the team approach
used to manage the SA Funds, the portfolio managers and portfolio traders
implement the policies and procedures established by the Investment Committee of
the Sub-Adviser.
Call toll-free
1.800.366.7266
|
Prospectus
66
|
The portfolio managers and portfolio
traders also make daily investment decisions regarding the SA Funds, including
running buy and sell programs based on the parameters established by the
Investment Committee. The portfolio managers named below coordinate the efforts
of all other portfolio managers with respect to the day-to-day management of
each category of the SA Funds indicated.
Domestic Equity Funds (includes SA U.S.
Core Market
|
|
Joseph H. Chi, Jed S.
Fogdall
|
Fund, SA U.S. Value Fund, SA U.S. Small
Company
|
|
and Henry F. Gray
|
Fund and SA Real Estate Securities
Fund)
|
|
|
|
International Equity Funds (includes SA
International Value
|
|
Joseph H. Chi, Jed S.
Fogdall,
|
Fund, SA International Small Company
Fund and SA
|
|
Karen E. Umland and Henry
F.
|
Emerging Markets Value Fund)
|
|
Gray
|
|
Fixed Income Funds (includes SA U.S.
Fixed Income Fund
|
|
Joseph F. Kolerich and
David
|
and SA Global Fixed Income
Fund)
|
|
A.
Plecha
|
Mr. Chi is co-head of the portfolio
management group, a Senior Portfolio Manager and Vice President of the
Sub-Adviser and chairman of the Investment Committee. Mr. Chi has an MBA and BS
from the University of California at Los Angeles and also a JD from the
University of Southern California. Mr. Chi joined the Sub-Adviser as a Portfolio
Manager in 2005 and has been responsible for the Domestic Equity Funds since
2012 and the International Equity Funds since 2010. Mr. Chi is a CFA
charterholder.
Mr. Fogdall is co-head of the portfolio
management group, a Senior Portfolio Manager and Vice President of the
Sub-Adviser and a member of the Investment Committee. Mr. Fogdall has an MBA
from the University of California at Los Angeles and a BS from Purdue
University. Mr. Fogdall joined the Sub-Adviser as a Portfolio Manager in 2004
and has been responsible for the Domestic Equity Funds since 2012 and the
International Equity Funds since 2010.
Mr. Kolerich is a Senior Portfolio
Manager and Vice President of the Sub-Adviser and a member of the Investment
Committee. Mr. Kolerich has an MBA from the University of Chicago and a BS from
Northern Illinois University. Mr. Kolerich joined the Sub-Adviser as a portfolio
manager in 2001 and has been responsible for the Fixed Income Funds since 2012.
Mr. Plecha is a Senior Portfolio
Manager and Vice President of the Sub-Adviser and a member of the Investment
Committee. Mr. Plecha received his BS from the University of Michigan at Ann
Arbor in 1983 and his MBA from the University of California at Los Angeles in
1987. Mr. Plecha has been responsible for the Fixed Income Funds since the end
of 1991. Mr. Plecha is a CFA charterholder.
Ms. Umland is a Senior Portfolio
Manager and Vice President of the Sub-Adviser and a member of the Investment
Committee. She received her BA from Yale University in 1988 and her MBA from the
University of California at Los Angeles in 1993. Ms. Umland joined the
Sub-Adviser in 1993 and has been responsible for the International Equity Funds
since 1998. Ms. Umland is a CFA charterholder.
Mr. Gray is Head of Global Equity
Trading and a Vice President of the Sub-Adviser and a member of the Investment
Committee. Mr. Gray received his MBA from the University of Chicago in 1995 and
his AB from Princeton University in 1989. Mr. Gray joined the Sub-Adviser in
1995, was a portfolio manager for certain Sub-Adviser funds from 1995 to 2005,
and has been Head of Global Equity Trading since 2006.
The SA Funds Statement of Additional
Information provides additional information about each portfolio managers
compensation, other accounts managed by each portfolio manager and each
portfolio managers ownership of SA Fund shares.
Management Fees
The following chart shows the aggregate
annual investment management fees (including sub-advisory fees) that each Fund
paid to the Adviser and the Sub-Adviser during the fiscal year ended June 30,
2013 pursuant to the Investment Advisory and Administrative Services Agreement
between the Trust, on behalf of each Fund, and the Adviser (the Investment
Advisory Agreement), which was last effected on July 1, 2013, and the Investment
Sub-Advisory Agreement among the Trust, on behalf of each Fund, the Adviser and
the Sub-Adviser (the Sub-Advisory Agreement), which was last amended on
December 31, 2009. Please refer to the Fund Summary for each Fund for more
information about the fees payable to the Adviser and fee waivers and
reimbursements.
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July 1,
2012
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Investment
Management Fee Paid
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Through
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Effective
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(expressed as
percentage of average daily net assets)
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June 30,
2013
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July 1,
2013
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SA U.S. Fixed Income
Fund
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0.35%
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0.30%
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SA Global Fixed Income Fund
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0.35%
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0.35%
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SA U.S. Core Market
Fund
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0.60%
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0.55%
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SA U.S. Value Fund
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0.65%
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0.60%
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SA U.S. Small Company
Fund
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0.90%
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0.85%
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SA International Value Fund
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0.85%
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0.80%
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SA International
Small Company Fund
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0.65%
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0.60%
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SA Emerging Markets Value
Fund
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1.15%
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1.10%
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SA Real Estate
Securities Fund
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0.70%
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0.65%
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A discussion regarding the basis for
the Board of Trustees approval of the Investment Advisory Agreement and the
Sub-Advisory Agreement is available in the SA Funds annual report for the
period ended June 30, 2013.
Expense Limitation
Pursuant to a Fee Waiver and Expense
Reimbursement Letter Agreement (the Fee Waiver Agreement), which was last
amended on October 28, 2011, the Adviser has contractually agreed to waive the
fees payable to it under the Investment Advisory Agreement, and/or to reimburse
the operating expenses allocated to a Fund to the extent the Funds operating
expenses (excluding interest, taxes, brokerage commissions, acquired fund fees
and expenses and extraordinary expenses) exceed, in the aggregate, the rate per
annum, as set forth below. The Fee Waiver Agreement with respect to the Funds
will remain in effect until October 28, 2021, at which time it may be continued,
modified or eliminated and net expenses will be adjusted as necessary.
Fund
Expense Limitation
|
(expressed as percentage of average daily net
assets)
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SA U.S. Fixed Income
Fund
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0.65%
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SA Global Fixed Income Fund
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0.80%
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SA U.S. Core Market
Fund
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1.00%
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SA U.S. Value Fund
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1.05%
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SA U.S. Small Company
Fund
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1.20%
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SA International Value Fund
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1.35%
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SA International
Small Company Fund
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1.10%
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SA Emerging Markets Value
Fund
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1.45%
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SA Real Estate
Securities Fund
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1.00%
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Under the Investment Advisory
Agreement, the Adviser may elect to recapture any amounts waived or reimbursed
subject to the following conditions: (1) any recapture must be made within three
years from the end of the year in which the waiver/reimbursement is made, (2)
the Board of Trustees must approve the recapture, (3) recapture will be
permitted if, and to the extent that, the Fund does not exceed its operating
expense limitation after giving effect to the recapture and (4) the Adviser may
not request or receive any recapture for the reductions and waivers before
payment of the relevant Funds operating expenses for the current year.
Distribution and Marketing Expenses
Incurred by the Adviser
The Adviser and/or its affiliates, in
their discretion, may make payments to registered investment advisors, brokerage
firms, retirement savings programs and other financial intermediaries or their
affiliates (collectively, financial intermediaries), for sale, , marketing,
custody, clearing, supervision, acquisition financing, retention and/or
administrative or other shareholder servicing activities. These cash payments
may be substantial. Payments may also be made by the Adviser and/or its
affiliates to these financial intermediaries to compensate or reimburse them for
administrative or other shareholder services provided. Payments may also be made
to some financial intermediaries to offset or reduce fees that would otherwise
be paid directly to them by their clients. Payments may be made on the basis of
the sales of SA Funds shares attributable to that financial intermediary, the average net
assets of SA Funds attributable to the accounts at that financial intermediary,
or other methods for calculation.
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The Adviser may host, sponsor, or
co-sponsor conferences, seminars and other educational and informational
activities for financial intermediaries for the purpose of discussing the value
and utility of the SA Funds and other investment products offered by the Adviser
or its affiliates. The Adviser may pay for lodging, meals, travel and other
similar expenses in connection with such activities. The Adviser also may pay
expenses associated with joint marketing activities with financial
intermediaries, including, without limitation, seminars, conferences, client
appreciation dinners, direct market mailings and other marketing activities
designed to further the promotion of the SA Funds. In limited cases the Adviser
may make payments to financial intermediaries in connection with their
solicitation or referral of investment business. In limited cases the Adviser
may also make payments to financial intermediaries for supervisory and marketing
efforts in connection with their referral services. The SA Funds, however, do
not direct brokerage transactions to broker-dealers as compensation for the sale
of SA Fund shares.
Such payments to financial
intermediaries are paid by the Adviser or its affiliates out of its own
resources, and are not charged to the SA Funds. Such payments by the Adviser or
its affiliates are made subject to any regulatory requirements. The Adviser is
motivated to make the payments described above since they may promote the sale
of shares of the SA Funds and the retention of those investments by clients of
these financial intermediaries. To the extent these financial intermediaries
sell more shares of a Fund or retain shares of a Fund in their clients
accounts, the Adviser benefits from the incremental fees paid to it by the Fund
with respect to those assets.
Payments made by the Adviser or its
affiliates may create an incentive for financial intermediaries and their
employees to recommend or offer shares of the SA Funds to their clients rather
than other funds or investment products. These payments also may give financial
intermediaries an incentive to cooperate with the Advisers marketing efforts.
You should review your financial intermediarys compensation disclosure and/or
talk to them to obtain more information on how this compensation may have
influenced recommendation of an SA Fund.
Your Account
This section describes how to do
business with the SA Funds and the services that are available to shareholders.
How to Reach the SA Funds
By telephone:
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(800) 366-7266
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Call for account information 8:00 a.m. to 5:00 p.m.
Pacific Time, Monday through Friday.
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By mail:
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SA Funds Investment Trust
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c/o LWI Financial Inc.
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3055 Olin Avenue
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Suite 2000
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San Jose, California
95128
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Investment Providers
The fees and policies outlined in this
Prospectus are set by the SA Funds and by the Adviser. However, most of the
information you will need for managing your investment will come from your
investment provider. This includes information on how to buy, sell and exchange
shares, investor services, and additional policies. In exchange for the services
it offers, your investment provider may charge fees, which are in addition to
those described in this Prospectus.
If you are investing in the SA Funds
through a 401(k) or other retirement plan, you should contact your employer,
plan administrator or plan sponsor for the terms and procedures that pertain to
your investment. They can provide you with detailed information on how to
participate in the plan, manage your account, and elect the SA Funds as an
investment option. Investment providers may provide some of the investor
servicing and account maintenance services required by plan accounts and plan
participants and may arrange for plan service providers to provide other
investment or administrative services. Investment providers may charge plans and plan participants transaction
fees and/or other additional amounts for such services. Similarly, plans may
charge plan participants for certain expenses, which are in addition to those
described in this Prospectus.
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Purchasing Shares
For clients of many investment
advisors, the minimum initial purchase amount is generally $100,000 across all
of the SA Funds with no minimum for subsequent investments. In the Advisers
discretion, the minimum initial purchase amount may be applied across all assets
of the investor under administration with the investment advisor or may be
reduced. Other investment providers may have different minimum initial purchase
requirements and/or different requirements for subsequent investments. If you
are investing in the SA Funds through a 401(k) or other retirement plan, you
should contact your employer, plan administrator or plan sponsor for the terms
and procedures that pertain to your investment. A Fund, in its sole discretion,
may accept or reject any order for purchase of Fund shares. You may purchase
shares of the SA Funds on any day that the NYSE is open. Please contact an
authorized investment provider to purchase shares of the SA Funds.
If you are making an initial investment
through an investment advisor, brokerage firm or retirement program, you may
need to submit a fully executed account application and funds for the purchase
in the form of a check, electronic transfer or wire transfer.
If you purchase shares through an
omnibus account maintained by a securities firm or through another financial
intermediary, the firm or intermediary may charge you an additional fee, which
will reduce your investment accordingly.
All investments must be made in U.S.
dollars, and investment checks must be drawn on a U.S. bank.
Incomplete Purchase Requests
The SA Funds will attempt to notify you
or your investment provider promptly if any information necessary to process
your purchase is missing. Once the information is obtained, you will receive the
next-determined net asset value per share (NAV).
Redeeming
Shares
You may sell (or redeem) shares at
any time by furnishing a redemption request to the SA Funds transfer agent or
other authorized intermediary in proper form. In proper form means that all
required documents are completed, signed and received. You may redeem shares of
the Funds on any day that the NYSE is open. Please contact your investment
provider to redeem shares of the SA Funds.
Incomplete Redemption Requests
The SA Funds will attempt to notify you
or your investment provider promptly if any information necessary to process
your redemption is missing. Once the information is obtained, you will receive
the next-determined NAV.
Wire Transactions
A fee may be deducted from all proceeds
sent by wire by your custodian, and your bank may charge an additional fee to
receive wired funds.
Redeeming Shares Recently Purchased
If you redeem 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 10 business days after your purchase was recorded (in rare cases, longer).
If you open an account with shares purchased by wire, you cannot redeem those
shares until your application has been processed.
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Timing of Purchase and Redemption Requests
All purchase and redemption requests
received in proper form by the SA Funds transfer agent or other authorized
intermediary before 4:00 p.m. Eastern Time on a business day of a Fund will be
executed the same day, at that days NAV, which is calculated after the close of
business on the NYSE, which normally occurs at 4:00 p.m. Eastern Time. Requests
received after 4:00 p.m. Eastern Time will be executed at the following business
days NAV. Each day a Fund calculates its NAV is a business day of that Fund.
Authorized intermediaries acting on an investors behalf are responsible for
transmitting orders by the deadline.
You should check with your investment
provider to find out by what time your purchase or redemption order must be
received so that it can be processed the same day.
Accounts with Low Balances
If the total value of your SA Funds
account holdings falls below $10,000 as a result of redeeming or exchanging
shares, the 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, the
SA Funds may redeem your shares and mail the proceeds to you at the account
holders address of record. Some investment providers may have different minimum
balance requirements.
Exchanges
The SA Funds do not charge a fee to
exchange shares among the SA Funds. However, because an exchange is treated as a
redemption and a purchase, an investor could realize a taxable gain or loss on
the transaction. The exchange privilege is not intended as a way to speculate on
short-term movements in the markets. Accordingly, in order to prevent excessive
use of the exchange privilege that may potentially disrupt the management of the
SA Funds or otherwise adversely affect the SA Funds, the exchange privilege may
be terminated with respect to an investor without notice if a Fund determines
that the investors use of the exchange privilege is excessive. Excessive use of
the exchange privilege is defined as any pattern of exchanges among the SA Funds
by an investor that evidences market timing.
You may also be able to acquire shares
of the SA Funds by exchanging shares of the SSgA Money Market Fund and may be
able to exchange your shares of the SA Funds for shares of the SSgA Money Market
Fund, if such shares are offered in your state of residence. The SSgA Money
Market Fund is a portfolio of the SSgA Funds. The SSgA Funds are an open-end
management investment company with multiple portfolios advised by SSgA Funds
Management, Inc., State Street Financial Center, One Lincoln Street, Boston,
Massachusetts 02111, and are not affiliated with the SA Funds or the 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 for the SSgA Money Market Fund through your investment provider 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 their distributor of an
investment in the SSgA Money Market Fund.
The SSgA Money Market Funds
non-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 NAV, by investing in dollar denominated
securities.
An investment in the SSgA Money Market
Fund is neither insured nor guaranteed by the U.S. government or by SSgA Funds
Management, Inc. There is no assurance that the SSgA Money Market Fund will
maintain a stable NAV of $1.00 per share.
Frequent Trading Market Timing
The SA Funds discourage frequent
purchases and sales of the SA Funds shares. Frequent trading into and out of
the SA Funds, including exchanges of shares among the SA Funds, can disrupt
portfolio investment strategies, harm performance and increase expenses for all
shareholders, including long-term shareholders who do not generate these costs.
The SA Funds are designed for long-term investors, and are not intended for
market timing or excessive trading activities. Market timing activities include
purchases and sales of Fund shares in response to short-term market
fluctuations. Certain Funds may be more susceptible to the risks of short-term
trading than other Funds. The nature of the holdings of the SA International
Value Fund, SA International Small Company Fund and SA Emerging Markets Value
Fund (together, "International Funds") may present opportunities for a
shareholder to engage in a short-term trading strategy that exploits possible
delays between changes in the price of a Funds holdings (or in the case of the
SA International Small Company Fund, the holdings in the
Underlying Funds) and the reflection of those changes in the Funds NAV (called
arbitrage market timing). Such delays may occur because an International Fund
has significant investments in foreign securities where, due to time zone
differences, the values of those securities are established some time before the
Fund and/or the Underlying Funds calculate their NAVs. In such circumstances,
the available market prices for such foreign securities may not accurately
reflect the latest indications of value at the time an International Fund
calculates its NAV. The SA U.S. Small Company Fund may be subject to arbitrage
market timing because the Fund has significant holdings in small capitalization
securities, which may have prices that do not accurately reflect the latest
indications of value of these securities at the time the Fund calculates its NAV
due to, among other reasons, infrequent trading or illiquidity. There is a
possibility that arbitrage market timing may dilute the value of the Funds
shares if redeeming shareholders receive proceeds (and purchasing shareholders
receive shares) based upon a NAV that does not reflect appropriate fair value
prices.
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The Board of Trustees has adopted
procedures intended to discourage frequent purchases and redemptions of Fund
shares. Pursuant to the SA Funds procedures, the Adviser monitors for market
timers and has established criteria by which to identify potential market timers
and to determine whether further action is warranted. The SA Funds may refuse
purchase, redemption or exchange orders for any reason, without prior notice,
particularly trading orders that the SA Funds believe are made on behalf of
market timers. The SA Funds and their agents reserve the right to reject any
purchase, redemption or exchange request by any investor, financial institution
or retirement plan indefinitely if a Fund or the Adviser believes that any
combination of trading activity in the accounts is potentially disruptive to the
Fund. It may be difficult to identify whether particular orders placed through
banks, brokers, investment representatives or other financial intermediaries may
be excessive in frequency and/or amount or otherwise potentially disruptive to
the affected Fund(s). Accordingly, the Adviser may consider all the trades
placed in a combined order through a financial intermediary on an omnibus basis
as a part of a group, and such trades may be rejected in whole or in part by the
affected Fund(s). The Adviser will seek the cooperation of broker-dealers and
other third-party intermediaries by requesting information from them regarding
the identity of investors who are trading in the SA Funds, and, where
appropriate, restricting access to a Fund(s) by a particular investor. The SA
Funds may impose further restrictions on trading activities by market timers in
the future. There can be no assurances that the SA Funds will be able to
eliminate all market timing activities.
Additional Policies for Purchases,
Redemptions and Exchanges
-
The SA Funds reserve the right to reject any
purchase order.
-
At any time, the SA Funds may change any purchase,
redemption or exchange procedures, and may suspend sale of
shares.
-
The SA Funds may delay sending your redemption
proceeds for up to seven days, or longer if permitted by the
SEC.
-
In the interest of economy, the SA Funds do not
issue share certificates.
-
Subject to the requirements of Rule 18f-1 under
the Investment Company Act of 1940, as amended, the SA Funds reserve the right
to make payment for redeemed shares wholly or in part by giving the redeeming
shareholder portfolio securities. The shareholder may incur transaction costs
to dispose of these securities.
-
The SA Funds may suspend or postpone your right to
redeem Fund shares on days when trading on the NYSE is restricted, or as
otherwise permitted by the SEC.
-
The SA Funds may change its investment minimums or
waive any minimums or requirements for certain investors.
-
The SA Funds may authorize certain investment
providers 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 the SA Funds. Authorized
intermediaries are responsible for transmitting orders on a timely basis. The
SA Funds will be deemed to have received an order when the order is accepted
in proper form by the SA Funds transfer agent or other authorized
intermediary, and the order will be priced at the Funds next-determined NAV.
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Portfolio Holdings Disclosure
The SA Funds portfolio holdings
disclosure policy is described in the Statement of Additional Information.
Individual Retirement Accounts
You also may acquire shares of a Fund
by contributing to an individual retirement account (IRA) made available by
that Fund, if you qualify for ownership of an IRA. IRAs made available by the SA
Funds may be subject to an annual fee. You can obtain more information regarding
IRAs offered by the SA Funds through your financial representative or by calling
the Adviser at (800) 366-7266.
Important Notice Regarding Delivery of
Shareholder Documents
When the SA Funds send shareholders
certain legal documents, such as this Prospectus, they may employ a technique
commonly known as householding, in which a single copy of the relevant
document is sent to all shareholders at a common address. (The SA Funds will not
household personal information documents, such as account statements.) The
Adviser considers this method of providing shareholders important information to
be more efficient and cost-effective than sending multiple copies of the same
document to a single address. If you agree, you do not need to take any action;
the SA Funds will continue householding your documents for as long as you are a
shareholder. However, if at any time you would like to request that the SA Funds
not employ householding on your account(s), you may do so by calling (800)
366-7266. The SA Funds will provide you with an individual copy of each document
you request within 30 days of receiving your request.
Identity Verification Procedures Notice
The USA PATRIOT Act of 2001 and U.S.
federal regulations require financial institutions, including mutual funds, to
adopt certain policies and programs to prevent money laundering activities,
including procedures to verify the identity of customers opening new accounts.
When completing a new account application, you will be required to supply the
Trust with information, such as your taxpayer identification number, that will
assist the Trust in verifying your identity. Until such verification is made,
the Trust will prohibit share purchases. In addition, the Trust may limit
additional share purchases or close an account if they are unable to verify a
customers identity. As required by law, the Trust may employ various
procedures, such as comparing the information to fraud databases or requesting
additional information or documentation from you, to ensure that the information
supplied by you is correct.
Pricing of Fund
Shares
Each Funds NAV is calculated on each
day the NYSE is open. NAV per share is the value of a single share of a Fund.
NAV is calculated with respect to each Fund by (1) taking the current value of
such Funds total assets, (2) subtracting such Funds liabilities and expenses
and (3) dividing the result by the total number of outstanding shares of such
Fund.
The SA Funds calculate NAV as of the
close of regular trading on the NYSE, normally 4:00 p.m. Eastern Time. If the
NYSE closes early, the SA Funds accelerate calculation of NAV and corresponding
transaction deadlines to that time. The time at which the SA Funds calculate NAV
is referred to as the Valuation Time. The price at which a purchase or sale of
a Fund share is effected is based on the next calculation of the NAV after the
order is received in proper form by the SA Funds transfer agent, or other
authorized intermediary.
Market or fair values of the SA Funds
portfolio securities are determined as follows:
-
Domestic equity securities listed on a national
securities exchange or stock market for which market quotations are readily
available: at the official closing price, if any, or the last reported sale
price of the day (on the exchange or stock market where the security is
principally traded). In the absence of such reported prices: at the mean
between the most recent quoted bid and asked prices, or if such prices are not
available, the security will be fair valued.
-
Domestic equity securities traded on the
over-the-counter (OTC) markets: at the official closing price, if any, or
the last reported sale price of the day. In the absence of such reported
prices: at the mean between the most recent quoted bid and asked prices. Other
than with respect to OTC bulletin board
securities, if
the most recent quoted bid and asked prices are not available, the official
closing price, if any, or the last reported sale price for the prior day will
be used, or the security may be fair valued. With respect to OTC bulletin
board securities, if only the most recent quoted bid price is available, at
such bid price or if only the most recent quoted asked price is available, the
security will be fair valued.
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Foreign equity securities: generally at the
official closing price, if any, or the last reported sale price at the close
(or if the foreign market is not closed at the Valuation Time, the last
reported sale price at the Valuation Time) of the exchange on which the
securities are principally traded. In the absence of such reported prices: at
the most recent quoted bid price, or if such price is not available, the
security will be fair valued.
-
Domestic or foreign bond and other fixed income
securities: based on prices provided by one or more independent pricing
services or other reasonably reliable sources, including brokers/dealers. In
determining the value of a fixed income investment, independent pricing
services may use certain information with respect to transactions in such
investments, quotations from dealers, pricing matrixes, market transactions in
comparable investments, various relationships observed in the market between
investments and calculated yield measures.
-
Short-term investments purchased with an original
or remaining maturity of 60 days or less: at amortized cost, which
approximates market value.
-
Shares of an open-end investment company: at the
open-end investment companys NAV (the prospectuses for such investment
companies contain information on those investment companies fair valuation
procedures and the effects of fair valuation).
-
Forward currency contracts: based on prices
provided by an independent pricing service. State Street Bank and Trust
Company, the Funds sub-administrator, will interpolate prices when the life
of the contract is not the same as a life for which quotations are
offered.
-
Investments for which market quotations are not
readily available, or for which available quotations do not appear to
accurately reflect the current value of an investment: valued at fair value as
determined in good faith by the Pricing Committee (or its designee) appointed
by the Board of Trustees pursuant to procedures approved by the Board of
Trustees. Fair value pricing is based on subjective judgments, and it is
possible that such pricing may vary significantly from the price actually
received on a sale. Any determinations of fair value made by the Pricing
Committee are presented to the Board of Trustees for ratification at the next
regularly scheduled meeting.
Trading in many foreign securities may
be completed at various times prior to the Valuation Time. The values of foreign
securities held by the SA Funds are determined as of such times for the purpose
of computing the NAVs of the Funds. Certain foreign securities markets are not
closed at the Valuation Time. In these situations, snapshot prices as of the
Valuation Time, as provided by an independent pricing service, will be used.
Foreign securities quoted in foreign currencies are translated into U.S. dollars
using the prevailing exchange rate. Foreign securities may trade in their
primary markets on weekends or other days when the SA Funds do not price their
shares. Therefore, the value of the portfolio of a Fund holding foreign
securities may change on days when shareholders will not be able to buy or
redeem shares.
Occasionally, events that affect the
value of portfolio securities may occur between the times at which they are
determined and the closing of the NYSE. Such events may be company-specific,
such as an earnings report, country- or region-specific, such as a war or
natural disaster, or global in nature. If such events materially affect the
value of portfolio securities, these securities may be fair valued as determined
in good faith by the Pricing Committee. In these cases, a Fund's NAV will
reflect certain portfolio securities' fair value rather than their market price.
Fair value pricing involves subjective judgment and it is possible that the fair
value determined for a security is materially different than the value that
could be realized upon the sale of that security. Fair valuation can serve to
reduce arbitrage opportunities available to short-term traders, but there is no
assurance that fair value pricing policies will prevent dilution of the SA
Funds NAV by short-term traders.
The valuation of each share of the U.S.
Micro Cap Portfolio and the DFA Portfolio (the DFA Funds) is described in
their respective prospectuses and statements of additional information. The NAV
per share of each DFA Fund is calculated after the close of the NYSE (normally,
4:00 p.m. Eastern Time) by dividing the total value of the investments and other
assets of the DFA Fund less any liabilities by the total outstanding shares of
the stock of the respective DFA Fund. The time at which transactions and shares
are priced may be changed in case of an emergency or if the NYSE closes at a
time other than 4:00 p.m. Eastern Time.
Call toll-free 1.800.366.7266
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Distributions and
Taxes
Each Fund generally distributes to its
shareholders substantially all of its net investment income and realized net
gains on its investments. When a Fund earns dividends from stocks and/or
interest from debt securities and distributes those earnings to its
shareholders, the distribution is called a dividend distribution. A Fund
realizes a capital gain when it sells a security for a higher price than it paid
and has net capital gains (if any) for a taxable year when the gains it realizes
on sales of securities during that year exceed losses it realizes on sales of
other securities during that year; when these net gains are distributed to
shareholders, it is called a capital gain distribution.
Each Fixed Income Fund distributes
dividends, if any, quarterly.
Each Equity Fund distributes dividends,
if any, annually.
Each Fund distributes net capital
gains, if any, at least annually.
You will receive distributions from a
Fund in additional shares of that Fund unless you elect to receive your
distributions in cash. If you wish to receive distributions in cash, you may
either indicate your request on your account application, or you or your
financial representative may notify the Adviser by calling (800) 366-7266.
Your investment in a Fund will have tax
consequences that you should consider. Some of the more common federal tax
consequences are described below, but you should consult your tax advisor about
your own particular situation.
Taxes on Distributions
Unless you hold Fund shares through an
IRA or other tax-advantaged account, you will generally have to pay federal
income tax on Fund distributions, regardless of whether you receive them in cash
or reinvest them in additional Fund shares. Distributions that are derived from
net capital gain (that is, the excess of net long-term capital gain, which is
gain recognized on capital assets held for more than one year, over net
short-term capital loss) generally will be taxed as long-term capital gains.
Dividend distributions and distributions of the excess of net short-term capital
gain over net long-term capital loss (net short-term capital gain) and net
gains, if any, from certain foreign currency transactions generally will be
taxed to you as ordinary income. The tax you pay on a given capital gain
distribution generally depends on how long a Fund held the portfolio securities
it sold; it does not depend on how long you held your Fund shares.
A portion of the dividend distributions
from some of the Equity Funds may be eligible for the dividends-received
deduction for corporate shareholders and may constitute qualified dividend
income (QDI) and thus be eligible for taxation for individuals and certain
other non-corporate shareholders (each, an individual shareholder) at the
lower rates for net capital gain -- a maximum of 15% for a single shareholder
with taxable income not exceeding $400,000 ($450,000 for married shareholders
filing jointly) and 20% for individual shareholders with taxable income
exceeding those respective amounts (which will be adjusted for inflation
annually after 2013). Your eligibility for QDI taxation will, however, depend on
your satisfying a holding period and certain other requirements. The Fixed
Income Funds expect that their dividend distributions will be attributable
primarily to ordinary income (interest) that is not QDI. The Equity Funds expect
that their distributions will consist primarily of net capital gains.
An individual is required to pay a 3.8%
federal tax on the lesser of (1) the individuals net investment income, which
generally includes dividends, interest and net gains from the disposition of
investment property (including certain dividends and capital gain distributions
each Fund pays), or (2) the excess of the individuals modified adjusted gross
income over a threshold amount ($250,000 for married persons filing jointly and
$200,000 for single taxpayers). This tax is in addition to any other taxes due
on that income. A similar tax applies to estates and trusts. Shareholders should
consult their own tax advisers regarding the effect, if any, this provision may
have on their investment in Fund shares.
You are required to report all Fund
distributions on your federal income tax return. Each year the Trust or your
custodian will send you information detailing the amount of dividends (including
distributions of net short-term capital gain), the part
thereof that is QDI and the amount of net capital gain distributed to you for
the previous year.
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75
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Taxes on Redemptions or Exchanges
If you redeem your shares of a Fund or
exchange them for shares of another Fund, your taxable gain or loss will be
computed by subtracting your tax basis in the shares from the redemption
proceeds (in the case of a redemption) or the value of the shares received (in
the case of an exchange). Because your tax basis depends on the original
purchase price of your Fund shares and the price at which any distributions may
have been reinvested, you should keep your account statements so that you or
your tax preparer will be able to determine whether a redemption or exchange
will result in a taxable gain or loss. In addition, the Trust or your custodian
is generally required to furnish to you, and report to the Internal Revenue
Service, basis information and holding (long-term or short-term) period for
shares purchased after December 31, 2011.
Other Considerations
If you buy shares of a Fund just before
it makes a distribution, you will receive some of the purchase price back in the
form of a taxable distribution.
By law, each Fund must withhold and
remit to the U.S. Treasury 28% of distributions and redemption proceeds
(regardless of whether you realize a gain or loss) otherwise payable to you if
you are an individual shareholder and you have not provided a complete, correct
taxpayer identification number to the Trust, and 28% of distributions if you are
otherwise subject to backup withholding.
Descriptions of
Indices
Each index is unmanaged, and unlike the
SA Funds, is not affected by cash flows or trading and other expenses. Total
returns for the indices used in this Prospectus are not adjusted to reflect
taxes, expenses or other fees that the SEC requires to be reflected in each
Funds performance.
Bank of America Merrill Lynch 1-3
Year U.S. Government/Corporate Index
is a
subset of the Bank of America Merrill Lynch U.S. Government/Corporate Index and
tracks the performance of investment-grade U.S. Government and corporate fixed
income securities with a remaining term to final maturity of less than 3
years.
Citigroup World Government Bond
1-5 Year Currency Hedged U.S. Dollar Index
is a comprehensive measure of the total return performance of the
government bond markets of approximately 22 countries with maturities ranging
from one to five years. It is hedged to the U.S. Dollar.
Russell 1000 Value
Index
is comprised of companies with lower price-to-book ratios and lower
expected growth values within the Russell 1000 Index. The Russell 1000 Index is
a market capitalization weighted broad index of approximately 1000 large
capitalization U.S. companies.
Russell 2000
Index
is a market capitalization weighted
broad index of approximately 2000 small capitalization U.S.
companies.
Russell 3000
Index
is a market capitalization weighted
broad index of the largest approximately 3000 U.S. companies representing
approximately 98% of the investable U.S. equity market.
MSCI World Ex. U.S. Value Index
(net. div.)
is composed of companies
within the MSCI World Ex. U.S. Index that MSCI categorizes value stocks. The
MSCI World Ex. U.S. Index is an index of securities listed on the stock
exchanges of 23 developed market countries other than the United States. The
MSCI World Ex. U.S. Value Index (net. div.) calculates reinvested dividends net
of withholding taxes using Luxembourg tax rates.
MSCI World Ex. U.S. Small Cap
Index (net. div.)
is a market
capitalization weighted index designed to measure equity performance in 23
global developed markets, excluding the U.S., and is composed of stocks that
MSCI categorizes as small capitalization stocks. MSCI World Ex. U.S. Small Cap
Index (net. div.) calculates reinvested dividends net of withholding taxes using
Luxembourg tax rates.
Call toll-free 1.800.366.7266
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Prospectus
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76
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MSCI Emerging Markets Value Index
(net. div.)
is a market capitalization
weighted equity index comprised of companies within the MSCI Emerging Markets
Index that MSCI categorizes value stocks. MSCI Emerging Markets Value Index
(net. div.) calculates reinvested dividends net of withholding taxes using
Luxembourg tax rates.
Dow Jones U.S. Select REIT
Index
is a float-adjusted market
capitalization index designed to measure the performance of publicly traded real
estate companies that have a minimum market capitalization of at least $200
million [(as of )], at least 75% of total revenues derived from ownership and
operation of real estate assets and liquidity of company stock commensurate with
that of other institutionally held real estate securities.
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77
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Financial Highlights
The following financial highlight
tables are intended to help shareholders understand each Funds financial
performance for the past five (5) years. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate that an investor would have earned (or lost) on an investment in a Fund
(assuming reinvestment of all dividends and other distributions). The
information presented in the tables has been audited by
[
], the SA Funds independent registered public accounting firm, whose report,
along with the SA Funds financial statements, is included in the SA Funds
annual report to shareholders, and is incorporated by reference into the
Statement of Additional Information, which is available upon request. You may
obtain the annual report without charge by calling (800) 366-7266.
Call toll-free 1.800.366.7266
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Prospectus
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78
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SA Funds Investment Trust
LWI
Financial Inc.
Privacy Policy
We greatly value our clients
privacy*. You have entrusted us with both your financial assets and
your private financial information, and we will work diligently to maintain
that trust. We want you to know that:
-
We do not sell your personal information to
anyone.
-
We will not disclose your personal information,
except in accordance with this Privacy Policy.
-
This Privacy Policy applies to all
our prospective, current and former clients.
Statement of Privacy Policy
It shall be our policy to protect the
confidentiality of your personal information. Personal information shall be
disclosed only for the purposes of establishing or administering your accounts,
or as listed below.
Procedures
1. Identification of our Clients
Pursuant to our Privacy Policy, we
protect the personal information of individuals who obtain or have obtained
financial products or services from us, as well as anyone who has a continuing
relationship with us for the provision of financial products or services for
personal use (clients).
2. Identification of Non-Public
Personal Information
We collect your personal information
from your advisory and custodian account applications, investment policy
questionnaires and statements; account transactions and historical information;
correspondence we may have with your or your advisors; and from your personal
advisors, including your attorneys, accountants and tax advisors. Information
that is not considered your personal information includes information about
you available to the general public or by law (such as prospectuses and
shareholder reports). Information deemed to be your personal information shall
continue to be treated as non-public personal information under this Privacy
Policy unless we reasonably believe it to be publicly available through no fault
of ours or our employees.
3. Sharing Your Personal Information
In order to establish and administer
accounts and to provide financial products or services to clients, we share your
personal information with certain affiliated- and non-affiliated third parties.
We may also share non-public personal information, under certain circumstances,
with our employees or affiliates and third parties as necessary:
-
To establish and administer your accounts;
-
To process transactions for you;
-
To maintain and service your accounts;
-
To fulfill legal or regulatory obligations;
and
-
Otherwise as required or permitted by law.
We will not share non-public personal
information with affiliates or third parties for marketing purposes.
____________________
* Our prospective, current and former clients are collectively referred to
as you and your, and the financial information covered by this Privacy
Policy is referred to as your personal information. SA Funds Investment
Trust and LWI Financial Inc., its administrator and investment advisor, are
collectively referred to as we our or us.
This Privacy Policy is not part of
the Prospectus.
4. Protection of Your Personal
Information
We have implemented and will enforce
physical, electronic and procedural safeguards in order to protect the
confidentiality of your non-public personal information. Such safeguards shall
include maintaining your files in a single physical or electronic area
restricted from public access; requiring password protection for your personal
information made available by us on the Internet; and providing training to
employees regarding the proper use and protection of non-public personal
information.
Prior to disclosure of your non-public
personal information to any non-affiliated third party or consultant, the
recipient of such information will be required to sign an agreement prohibiting
use of the non-public personal information for any purpose other than that for
which it is disclosed, and further prohibiting the recipient from disclosing it
to any other parties. Affiliates with whom your personal information is shared
must have policies and procedures in place similar to this Privacy Policy or
sign agreements prohibiting them from using the non-public personal for any
purpose other than as necessary, and further prohibiting them from disclosing
non-public personal information they have received from us to other parties.
Access to non-public personal
information by employees, contractors and consultants shall be limited to those
persons whose job responsibilities require access to the information.
5. Privacy Notices
We shall provide this Privacy Policy to
you upon establishing a relationship with us. We shall also provide a Privacy
Notice to you annually and whenever there are material changes to this Privacy
Policy. The Privacy Notice is included with the Prospectus of the SA Funds
Investment Trust which is sent or made available to you annually if you own
shares of the Trust.
6. Opportunities to Opt Out
Applicable laws and regulations do not
require that we provide clients the opportunity to opt out of any disclosure of
non-public personal information, as stated in this Privacy Policy, to those
persons whose job responsibilities require access to the information. In the
event that we wish to disclose non-public personal information in a way that
applicable laws would require an opportunity to opt out, we shall provide an
amended Privacy Notice to you with the required opt-out provision before your
non-public personal information is disclosed, and you will receive a reasonable
opportunity to opt out of such disclosure.
This Privacy Policy is not part of
the Prospectus.
For More Information
More information about the SA Funds is
available free upon request, including the following:
Annual and Semi-Annual Reports
Statement of Additional Information (SAI)
The SAI provides more details about the
SA Funds, their policies and the SA Funds Trustees. A current SAI is on file
with the U.S. Securities and Exchange Commission (SEC) and is incorporated by
reference in, and therefore is legally a part of, this Prospectus.
Additional information about the SA
Funds investments is available in the SA Funds Annual and Semi-Annual Reports
to shareholders. In the SA Funds Annual Report, you will find a discussion of
the market conditions and investment strategies that significantly affected the
SA Funds performance during their last fiscal year.
To make inquires to the SA Funds by
telephone or by mail or to obtain copies of the SAI, Annual and Semi-Annual
Reports or other information without charge:
By telephone
Call 1-800-366-7266
By mail
Write to:
SA Funds Investment Trust
c/o LWI
Financial Inc.
3055 Olin Avenue
Suite 2000
San Jose, California
95128
On the Internet
You may find more information about
the SA Funds and obtain copies of the SA Funds SAI, Annual and Semi-Annual
Reports on the Internet at http://www.sa-funds.net. Text-only
versions of the SA Funds documents can be viewed online or downloaded from the
SECs website at: http://www.sec.gov.
You can also obtain copies of the SA
Funds documents by visiting the SECs Public Reference Room in Washington, DC
(phone 1-202-551-8090) or by sending your request and a duplicating fee to the
SECs Public Reference Section, Washington, DC 20549-0102. You may also obtain
information, after paying a duplicating fee, by electronic request at:
publicinfo@sec.gov.
SA FundsInvestment Trust
SEC
file number: 811-09195
SA FUNDS Investment
Trust
SA U.S. Fixed Income Fund
(SAUFX)
SA Global Fixed Income Fund (SAXIX)
SA U.S. Core Market Fund
(SAMKX)
SA U.S. Value Fund (SABTX)
SA U.S. Small Company Fund
(SAUMX)
SA International Value Fund (SAHMX)
SA International Small Company
Fund (SAISX)
SA Emerging Markets Value Fund (SAEMX)
SA Real Estate
Securities Fund (SAREX)
STATEMENT OF ADDITIONAL
INFORMATION
October [ ], 2013
This Statement of Additional
Information (SAI) provides supplementary information pertaining to each of the
nine no-load mutual funds listed above (each a Fund and together, the
Funds), which are series of SA Funds - Investment Trust (the Trust). This
SAI is not a prospectus and should be read only in conjunction with the Trusts
Prospectus dated October [ ], 2013 (the Prospectus). The financial statements
and financial highlights for the fiscal year ended June 30, 2013, including the
independent registered public accounting firms report thereon, are included in
the Trusts Annual Report and are incorporated herein by reference. A copy of
the Prospectus or Annual Report may be obtained by calling (800)
366-7266.
TABLE OF CONTENTS
|
Page
|
History and General Information
|
1
|
Description of the
Funds and their Investments and Risks
|
1
|
Investment Strategies and
Risks
|
1
|
Tax Management Strategies of
SA U.S. Value Fund, SA U.S. Small Company Fund and
|
|
SA International Value Fund
|
14
|
Investment
Limitations
|
15
|
Policies on Disclosure of
Portfolio Holdings
|
16
|
Management of the Trust
|
19
|
Board of the Trust
|
19
|
Additional Information About
the Board and its Committees
|
21
|
Compensation Table
|
21
|
Trustee Ownership of Fund
Shares
|
22
|
Officers of the
Trust
|
23
|
Codes
of Ethics
|
23
|
Proxy
Voting Policies
|
23
|
Control Persons and Principal Holders of Securities
|
25
|
Investment Advisory and other Services
|
26
|
Investment Adviser and
Sub-Adviser
|
26
|
Distributor
|
29
|
Shareholder Servicing
Agent
|
29
|
Sub-Administrator
|
31
|
Custodian
|
31
|
Transfer and
Dividend-Disbursing Agent
|
32
|
Counsel
|
32
|
Independent Registered Public
Accounting Firm
|
32
|
Portfolio Managers
|
32
|
Brokerage Allocations and other Practices
|
35
|
Portfolio Turnover
|
37
|
Information Concerning Shares
|
37
|
Purchase, Redemption and Pricing of Shares
|
38
|
Taxes
|
39
|
Tax Status of the
Funds
|
39
|
Taxation of Fund
Distributions
|
40
|
Taxation of Disposition of
Shares
|
41
|
Taxation of Foreign
Investments
|
42
|
Taxation of Real Estate
Investments
|
43
|
Taxation of other Fund
Investments
|
44
|
Financial Statements
|
46
|
Appendix A Dimensional Fund Advisors LP Proxy Voting
Guidelines
|
A-1
|
Appendix B Ratings of Corporate Bonds and Commercial
Paper
|
B-1
|
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.
ii
HISTORY AND GENERAL INFORMATION
The Trust, a Delaware statutory trust,
was organized on June 16, 1998.
The Trust is an open-end, management
investment company registered under the Investment Company Act of 1940, as
amended (the 1940 Act). The Trusts Agreement and Declaration of Trust (the
Declaration of Trust) permits the Trust to offer separate portfolios of shares
of beneficial interest and different classes of shares. The Trust currently
offers shares of beneficial interest, all of one class, of the following nine
separate portfolios (
i.e.
, the Funds), each of which is a diversified mutual fund:
SA U.S. Fixed Income Fund
SA Global
Fixed Income Fund
SA U.S. Core Market Fund
SA U.S. Value Fund
SA U.S.
Small Company Fund
SA International Value Fund
SA International Small
Company Fund
SA Emerging Markets Value Fund
SA Real Estate Securities Fund
The investment adviser of each Fund is
LWI Financial Inc. (the Adviser). Dimensional Fund Advisors LP, a Delaware
limited partnership (Dimensional), serves as sub-adviser (the Sub-Adviser)
for each Fund.
Loring Ward Securities Inc. (the
Distributor) is the distributor of shares of the Funds.
DESCRIPTION OF THE FUNDS AND THEIR
INVESTMENTS AND RISKS
INVESTMENT STRATEGIES AND RISKS
The following section supplements the
information contained in the Prospectus concerning the investments and
investment techniques of the Funds. Each Funds investment objective (goal) is a
non-fundamental policy and may be changed without the approval of the Funds
shareholders. There can be no assurance that a Fund will achieve its investment
objective (goal).
Borrowing.
Each Fund is authorized to borrow money in amounts up to 5% of
the value of its total assets at the time of such borrowings for temporary
purposes, and is authorized to borrow money in excess of the 5% limit as
permitted by the 1940 Act. This borrowing may be unsecured. The Funds do not
borrow for investment purposes. The 1940 Act requires the Funds to maintain
continuous asset coverage of at least 300% of the amount borrowed. If the 300%
asset coverage declines as a result of market fluctuations or other reasons, a
Fund may be required to sell some of its 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 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 it
owns.
Depositary Receipts.
Each Fund (other than SA U.S. Fixed Income
Fund and SA Global Fixed Income Fund) may purchase American Depositary Receipts
(ADRs), which are U.S. dollar-denominated receipts representing shares of
foreign-based corporations. The SA International Value Fund, the Underlying
Funds and SA Emerging Markets Value Fund may also purchase International
Depositary Receipts (IDRs), European Depositary Receipts (EDRs), Global
Depositary Receipts (GDRs), Non-Voting Depositary Receipts (NVDRs) and other
types of depositary receipts or multi-listed securities. IDRs are receipts
typically issued by a foreign bank or trust company evidencing its ownership of
the underlying foreign securities. EDRs, which are sometimes called Continental
Depositary Receipts, are receipts issued in Europe, typically by foreign banks
or trust companies, that evidence ownership of either foreign or domestic
underlying securities. GDRs and other types of Depositary receipts are typically issued by foreign banks or trust
companies, although they also may be issued by U.S. financial institutions, and
evidence ownership interests in a security or pool of securities issued by
either a foreign or a United States corporation. NVDRs are typically issued by
an exchange or its affiliate and do not have voting rights. Depositary receipts
are generally subject to the same risks as the foreign securities they evidence
or into which they may be converted, including currency risk and risks of
foreign investing.
1
Exchange-Traded
Funds.
Each Fund may invest in
exchange-traded funds (ETFs) and similarly structured pooled investments for
the purpose of gaining exposure to the equity markets while maintaining
liquidity. An ETF is an investment company registered as an open-end management
company, unit investment trust or other pooled investment vehicle that generally
has a principal investment strategy to track or replicate a desired index, such
as a sector, market or global segment. ETFs are primarily passively managed and
traded similar to a publicly traded company. The goal of an ETF is to correspond
generally to the price and yield performance, before fees and expenses, of its
reference index. The risk of not correlating to the index is an additional risk
to the investors of ETFs. The share price of an ETF may not track its specified
market index, if any, and may trade below its net asset value. An active
secondary market in the shares of an ETF may not develop or be maintained and
may be halted or interrupted due to actions by its listing exchange, unusual
market conditions, or other reasons. When a Fund invests in an ETF, shareholders
of the Fund indirectly bear their proportionate share of the ETFs fees and
expenses.
Foreign Currency Transactions.
The Funds will conduct their foreign currency
exchange transactions either on a spot (
i.e.
, cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through entering into
forward contracts to purchase or sell foreign currencies. A forward foreign
currency exchange contract (forward contract) involves an obligation to
purchase or sell a specific currency at a future date, which may be any fixed
number of days from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are principally traded in
the interbank market conducted directly between currency traders (usually large,
commercial banks) and their customers. A forward contract generally has no
deposit requirement, and no commissions are charged at any stage for trades.
Although foreign exchange dealers do not charge a fee for conversion, they do
realize a profit based on the difference (the spread) between the price at which
they are buying and selling various currencies.
Each Fund may enter into forward
contracts in connection with the management of the foreign currency exposure of
its portfolio. When a Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may desire to lock in the U.S.
dollar price of the security. In addition, a Fund may, from time to time, enter
into a forward contract to transfer balances from one currency to another
currency. The S.A. Global Fixed Income Fund may also enter into forward foreign
currency contracts to hedge against fluctuations in currency exchange rates.
This Fund may enter into a forward contract to buy or sell the amount of foreign
currency approximating the value of some or all of the portfolio securities
quoted or denominated in such foreign currency. The precise matching of the
forward contract amounts and the value of the securities involved will not
generally be possible since the future value of such securities in foreign
currencies will change as a consequence of market movements in the value of
those securities between the date the forward contract is entered into and the
date it expires. The projection of short-term currency market movement is
extremely difficult, and the successful execution of a short-term hedging
strategy is highly uncertain. Under normal circumstances, consideration of the
prospect for currency parities will be incorporated into the longer-term
investment decisions made with regard to overall diversification strategies.
However, the Sub-Adviser believes that it is important to have the flexibility
to enter into such forward contracts when it determines that the best interests
of a Fund will be served.
Each Fund may enter into forward
contracts for any other purpose consistent with its investment objective and
program. No Fund will enter into a forward contract, or maintain exposure to any
such contract, if the amount of the foreign currency required to be delivered
thereunder would exceed the Funds holdings of liquid securities and currency
available for cover of the forward contract(s). In determining the amount to be
delivered under a forward contract, a Fund may net offsetting positions.
2
At the maturity of a forward contract
used for hedging purposes, a Fund may sell the portfolio security and make
delivery of the foreign currency, or it may retain the security and either
extend the maturity of the forward contract (by rolling that contract forward)
or initiate a new forward contract.
If a Fund enters into a forward
contract transaction, the Fund will realize a gain or a loss (as described
below) to the extent that there has been movement in foreign exchange prices
since the time the contract was entered into. Should a foreign currency
depreciate during the period between a Funds entering into a forward contract
for the sale of the foreign currency, the Fund will realize a gain. Should a
foreign currency appreciate during that period, the Fund will suffer a loss.
A Funds dealing in forward contracts
will generally be limited to the transactions described above. However, each
Fund reserves the right to enter into forward contracts for different purposes
and under different circumstances. Of course, no Fund is required to enter into
forward contracts with regard to its foreign currency denominated securities or
will do so unless deemed appropriate by the Sub-Adviser. It also should be noted
that this method of hedging against a decline in the value of a currency does
not eliminate fluctuations in the underlying prices of the securities. It simply
establishes a rate of exchange at a future date. Not all of the notional amount
of currency exposure may be hedged at any given time. Additionally, although
forward contracts tend to minimize the risk of loss due to a decline in the
value of the hedged currency, at the same time, they tend to limit any potential
gain that might result from an increase in the value of that currency.
Although each Fund values its assets
daily in terms of U.S. dollars, it does not intend to convert its holdings of
foreign currencies into U.S. dollars on a daily basis. It may do so from time to
time, however, and investors should be aware of the costs of currency
conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the spread)
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to a Fund at one rate, while
offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer.
The federal tax treatment of a Funds
investments in forward contracts is discussed in the section entitled Taxes
Taxation of other Fund Investments Hedging Transactions.
Foreign Securities
. The SA Global Fixed Income Fund, SA International Small
Company Fund, SA International Value Fund and SA Emerging Markets Value Fund may
invest directly or indirectly in foreign securities. Investors should consider
carefully the substantial risks involved in securities of companies and
governments of foreign nations, which are in addition to the usual risks
inherent in domestic investments.
There may be less publicly available
information about foreign companies comparable to the reports and ratings
published about companies in the United States. Foreign companies are not
generally subject to uniform accounting, auditing and financial reporting
standards, and auditing practices and requirements may not be comparable to
those applicable to U.S. companies. Foreign markets have substantially less
volume than U.S. markets, and securities of some foreign companies are less
liquid and more volatile than securities of comparable U.S. companies. In many
foreign countries, there is less government supervision and regulation of stock
exchanges, brokers, and listed companies than in the United States.
The Sub-Adviser endeavors to buy and
sell foreign currencies on as favorable a basis as practicable; however, price
spreads on currency exchange will be incurred each time currencies are sold or
bought including when a Fund changes investments from one country to another or
when proceeds of the sale of Fund shares in U.S. dollars are used for the
purchase of securities in foreign countries. Also, some countries may adopt
policies that would withhold portions of interest and dividends at the source or
prevent a Fund from transferring cash out of the country. There is the
possibility of expropriation, nationalization or confiscatory taxation,
withholding and other foreign taxes on income or other amounts, foreign exchange
controls (which may include suspension of the ability to transfer currency from
a given country), default in foreign government securities, political or social
instability or diplomatic developments that could affect investments in
securities of issuers in foreign nations.
3
Foreign securities markets have
different clearance and settlement procedures, and in certain markets there have
been times when settlements have been unable to keep pace with the volume of
securities transactions, making it difficult to conduct such transactions.
Delays in settlement could result in temporary periods when assets of a Fund are
uninvested and no return is earned thereon. The inability of a Fund to make
intended security purchases due to settlement problems could cause the Fund to
miss attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result in losses to a Fund due to
subsequent declines in value of the portfolio security or, if the Fund has
entered into a contract to sell the security, could result in possible liability
to the purchaser.
A Fund may be affected either
unfavorably or favorably by fluctuations in the relative rates of exchange
between the currencies of different nations, by exchange control regulations and
by indigenous economic and political developments. Changes in foreign currency
exchange rates will influence values within a Fund from the perspective of U.S.
investors and may also affect the value of dividends and interest earned, gains
and losses realized on the sale of securities, and net investment income and
gains, if any, to be distributed to its shareholders by a Fund. The exchange
rate between the U.S. dollar and other currencies is determined by the forces of
supply and demand in the foreign exchange markets. These forces are affected by
the international balance of payments and other economic and financial
conditions, government intervention, speculation and other factors.
Futures Contracts and Options on
Futures Contracts
. The Funds may enter into
futures contracts and options on futures contracts only for the purposes of
remaining fully invested and maintaining liquidity to pay redemptions or pending
direct investment in securities. 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 that 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. Initial
margin requirements are established by the futures exchange, and brokers may
establish margin requirements that 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. Pursuant to published positions of the U.S. Securities and
Exchange Commission (the SEC), the Funds may be required to identify liquid
assets, such as cash or liquid securities (or, as permitted under applicable
regulations, enter into offsetting positions), in an account maintained with the
Funds 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 that provides a secondary market. However, there
can be no assurance that a liquid secondary market will exist for any particular
futures contract at any specific time. Therefore, it may 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 may have to sell portfolio
securities to meet daily margin requirements at a time when it may 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
contracts that 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 option writers futures margin account that
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.
4
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 similar to 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 will 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 that may interfere with the
timely execution of customers orders.
Additional Futures and Options
Contracts
. Although the Funds have no current
intention of engaging in futures or options transactions other than those
described above, they reserve the right to do so. Such futures and options
trading may involve risks that differ from those involved in the futures and
options described above.
Illiquid Securities.
Each Fund may invest up to 15% of the value
of its net assets (determined at the time of acquisition) in securities that are
illiquid. Illiquid securities 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 1933 Act). In the event that the value
of a Funds aggregate holdings of illiquid securities exceeds the applicable
percentage limit of the Funds net assets, the Fund will take steps necessary
within a reasonable period of time to reduce the value of illiquid securities
the Fund holds to less than the applicable percentage limit.
A Fund may invest in commercial
obligations issued in reliance on the private placement exemption from
registration afforded by Section 4(2) of the 1933 Act (Section 4(2) paper). A
Fund may also purchase securities that are not registered under the 1933 Act but
that can be sold to qualified institutional buyers in accordance with Rule 144A
under the 1933 Act (Rule 144A securities). Section 4(2) paper is restricted as
to disposition under the U.S. 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 that make a market in 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 Funds limitation on investment in illiquid securities. The
Sub-Adviser will determine the liquidity of such investments by the relevant
Fund(s) pursuant to guidelines established by the Trusts Board of Trustees (the
Board of Trustees or Board). 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 Funds illiquidity to the extent that the
interest of qualified institutional buyers in purchasing these securities
declines for a period.
5
Investment Company Securities.
Each Fund may invest in securities issued by
other investment companies (including ETFs, as previously described). As a
shareholder of another investment company, a Fund would indirectly bear its
pro rata
portion of the other investment companys expenses, including advisory fees.
These expenses would be in addition to the expenses each Fund bears directly in
connection with its own operations. An investment in the securities of other
investment companies may involve the payment of substantial premiums above,
while the sale of such securities may be made at substantial discounts from, the
value of such issuers portfolio securities. When investing in the securities of
other investment companies, a Fund will be indirectly exposed to all the risks
of such investment companies portfolio securities.
Each Fund (other than SA International
Small Company Fund) currently intends to limit its investments in securities
issued by other investment companies (excluding money market funds) so that, as
determined immediately after a purchase of such securities is made, (i) not more
than 5% of the value of the Funds total assets will be invested in the
securities of any one investment company, (ii) not more than 10% of the value of
the Funds 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 Fund may lend up to 33 1/3% of its total assets to securities
firms and financial institutions. Each loan will be secured continuously by
collateral in the form of cash and/or securities issued or guaranteed by the
U.S. government, its agencies or instrumentalities or such other collateral as
may be agreed to in writing by the Funds and the securities lending agent from
time to time. Depending on the type of securities loaned, the Fund will receive
initial collateral valued at 100%, 102% or 105% of the market value of the
loaned securities. The value of the collateral will be monitored on a daily
basis, and the borrower of the securities will be required to deliver additional
collateral if the market value of the collateral is less than a specified
minimum percentage (in the range of 100% to 105%, depending on the type of
securities loaned) of the market value of the loan. The borrower pays to the
lending Fund an amount equal to any interest, dividends or other distributions
received on loaned securities. The Fund retains a portion of the interest
received on the investment of cash collateral and/or receives a fee from the
borrower; however, the lending Fund may pay certain administrative and custodial
fees in connection with each loan.
Each Fund has a right to recall a loan
at any time. The Fund does not have the right to vote securities while they are
on loan, but the Fund may, in its discretion, recall a loan in anticipation of
voting those proxies that the Fund has determined are material to its interests.
The risk in lending portfolio
securities, as with other extensions of credit, consists of the possibility of
loss to a Fund due to (i) the inability of the borrower to return the
securities, (ii) a delay in receiving additional collateral to adequately cover
any fluctuations in the value of securities on loan, (iii) a delay in recovery
of the securities, or (iv) the loss of rights in the collateral should the
borrower fail financially. In addition, each Fund is responsible for any loss
that might result from its investment of the borrowers collateral.
The Board of Trustees has appointed
State Street Bank and Trust Company as securities lending agent for the Funds
securities lending activity. The securities lending agent maintains a list of
broker-dealers, banks or other institutions that it has determined to be
creditworthy. The Funds will only enter into loan arrangements with borrowers on
this list.
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.
6
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 defaults 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 the Sub-Adviser deems the investment to involve minimal credit risk.
Mortgage-Backed
Securities
. The SA U.S. Fixed Income Fund and
SA Global Fixed Income Fund may each invest in mortgage-backed securities.
Mortgage-backed securities represent direct or indirect participations in, or
are secured by and payable from, pools of mortgage loans. Those securities may
be guaranteed by a U.S. Government agency or instrumentality (such as Government
National Mortgage Association (Ginnie Mae)) or may be issued and guaranteed by
a government-sponsored stockholder-owned corporation, though not backed by the
full faith and credit of the United States (such as Federal National Mortgage
Association (Fannie Mae) or Federal Home Loan Mortgage Corporation (Freddie
Mac), as described in greater detail below). There can be no assurance that the
U.S. government will provide financial support to its agencies or
instrumentalities where it is not obliged to do so. Mortgage-backed securities
may also be issued by fully private issuers. Private issuers are generally
originators of and investors in mortgage loans and include savings associations,
mortgage bankers, commercial banks, investment bankers and special purpose
entities. Private mortgage-backed securities may be backed by U.S. Government
agency supported mortgage loans or some form of non-governmental credit
enhancement.
Government-related guarantors
(
i.e.
, not
backed by the full faith and credit of the U.S. Government) include Fannie Mae
and Freddie Mac. Fannie Mae is a government-sponsored corporation owned by
stockholders. It is subject to general regulation by the Federal Housing Finance
Authority (FHFA). Fannie Mae purchases residential mortgages from a list of
approved seller/servicers that include state and federally chartered savings and
loan associations, mutual savings banks, commercial banks, credit unions and
mortgage bankers. Fannie Mae guarantees the timely payment of principal and
interest on pass-through securities that it issues, but those securities are not
backed by the full faith and credit of the U.S. Government.
Freddie Mac is a government-sponsored
corporation formerly owned by the twelve Federal Home Loan Banks and now owned
by stockholders. Freddie Mac issues Participation Certificates (PCs), which
represent interests in mortgages from Freddie Macs national portfolio. Freddie
Mac guarantees the timely payment of interest and ultimate collection of
principal on the PCs it issues, but those PCs are not backed by the full faith
and credit of the U.S. Government.
Mortgage-backed securities may have
either fixed or adjustable interest rates. Mortgage-backed securities are
subject to prepayment risk, which is the risk that during periods of falling
interest rates, an issuer of mortgages and other securities may be able to repay
principal prior to the securitys maturity, causing a Fund to have to reinvest
in securities with a lower yield, which in turn results in a decline to the
Funds income. Because many mortgages are repaid early, the actual maturity and
duration of mortgage-backed securities are typically shorter than their stated
final maturity and their duration calculated solely on the basis of the stated
life and payment schedule. In calculating its dollar-weighted average maturity
and duration, a Fund may apply certain industry conventions regarding the
maturity and duration of mortgage-backed instruments. If this determination is
not borne out in practice, it could positively or negatively affect the value of
a Fund when market interest rates change. Mortgage-backed securities are also
subject to extension risk, which is the risk that when interest rates rise,
certain mortgage-backed securities will be paid off substantially more slowly
than originally anticipated, and the value of those securities may fall sharply,
resulting in a decline to the Funds income.
7
Because of prepayment and extension
risk, mortgage-backed securities react differently to changes in interest rates
than other bonds. Small movements in interest rates (both increases and
decreases) may quickly and significantly reduce the value of certain
mortgage-backed securities. Tax or regulatory changes may also adversely affect
the mortgage securities market. In addition, changes in the markets perception
of the issuer may affect the value of mortgage-backed securities.
Mortgage-backed securities may be
issued in the form of collateralized mortgage obligations (CMOs) or
collateralized mortgage-backed bonds (CBOs). CMOs are obligations that are
fully collateralized, directly or indirectly, by a pool of mortgages; payments
of principal and interest on the mortgages are passed through to the holders of
the CMOs, although not necessarily on a pro rata basis, on the same schedule as
they are received. CBOs are general obligations of the issuer that are fully
collateralized, directly or indirectly, by a pool of mortgages. The mortgages
serve as collateral for the issuers payment obligations on the bonds, but
interest and principal payments on the mortgages are not passed through either
directly (as with mortgage-backed pass-through securities issued or guaranteed
by U.S. Government agencies or instrumentalities) or on a modified basis (as
with CMOs). Accordingly, a change in the rate of prepayments on the pool of
mortgages could change the effective maturity or the duration of a CMO but not
that of a CBO (although, like many bonds, CBOs may be callable by the issuer
prior to maturity). To the extent that rising interest rates cause prepayments
to occur at a slower than expected rate, a CMO could be converted into a
longer-term security that is subject to greater risk of price volatility.
Governmental, government-related, and
private entities (such as commercial banks, savings institutions, private
mortgage insurance companies, mortgage bankers, and other secondary market
issuers, including securities broker-dealers and special purpose entities that
generally are affiliates of the foregoing established to issue such securities)
may create mortgage loan pools to back CMOs and CBOs. Such issuers may be the
originators and/or servicers of the underlying mortgage loans, as well as the
guarantors of the mortgage-backed securities. Pools created by non-governmental
issuers generally offer a higher rate of interest than governmental and
government-related pools because of the absence of direct or indirect government
or agency guarantees. Various forms of insurance or guarantees, including
individual loan, title, pool, and hazard insurance and letters of credit, may
support timely payment of interest and principal of non-governmental pools.
Governmental entities, private insurers, and mortgage poolers issue these forms
of insurance and guarantees. The Manager considers such insurance and
guarantees, as well as the creditworthiness of the issuers thereof, in
determining whether a mortgage-backed security meets the Funds investment
quality standards. There can be no assurance that private insurers or guarantors
can meet their obligations under insurance policies or guarantee arrangements.
The Fund may buy mortgage-backed securities without insurance or guarantees, if
the Manager determines that the securities meet the Funds quality standards.
The Manager will, consistent with the Funds investment objective, policies and
limitations and quality standards, consider making investments in new types of
mortgage-backed securities as such securities are developed and offered to
investors.
The U.S. Treasury Department has
historically had the authority to purchase obligations of Fannie Mae and Freddie
Mac (collectively, the GSEs). However, in 2008, due to capitalization
concerns, Congress provided the U.S. Treasury Department with additional
authority to lend the GSEs emergency funds and to purchase their stock, as
described below. In September 2008, these capital concerns led the U.S. Treasury
Department and FHFA to announce that the GSEs had been placed in
conservatorship.
Since that time, the GSEs have received
significant capital support through U.S. Treasury preferred stock purchases as
well as Treasury and Federal Reserve purchases of their mortgage-backed
securities. While the mortgage-backed securities purchase programs ended in
2010, the U.S. Treasury announced in December 2009 that it would continue its
support for the GSEs capital as necessary to prevent a negative net worth
through at least 2012. From the end of 2007 through the third quarter of 2012,
the GSEs required U.S. Treasury support of approximately $187.5 billion through
draws under the preferred stock purchase agreements. However, they have repaid
approximately $46 billion in dividends. Both GSEs ended the third quarter of
2012 with positive net worth and, as a result, neither required a draw from the
U.S. Treasury. While the U.S. Treasury is committed to offset negative equity at
the GSEs through its preferred stock purchases through 2012, FHFA has made
projections for those purchases through 2015, predicting that cumulative U.S.
Treasury draws (including dividends) at the end of 2015 could range from $191
billion to $209 billion. Nonetheless, no assurance can be given that the Federal
Reserve, U.S. Treasury or FHFA initiatives will ensure that the GSEs will remain
successful in meeting their obligations with respect to the debt and
mortgage-backed securities they issue beyond that date.
8
In addition, the future of GSEs is in
serious question as the U.S. Government reportedly is considering multiple
options, ranging on a spectrum from nationalization, privatization,
consolidation, or abolishment of the entities. The problems faced by the GSEs
resulting in their being placed into federal conservatorship and receiving
significant U.S. Government support have sparked serious debate among federal
policy makers regarding the continued role of the U.S. Government in providing
liquidity for mortgage loans. The Obama Administration produced a report to
Congress on February 11, 2011 outlining a proposal to wind down the GSEs by
increasing their guarantee fees, reducing their conforming loan limits (the
maximum amount of each loan they are authorized to purchase), and continuing
progressive limits on the size of their investment portfolio. Congress is
currently considering several pieces of legislation that would reform the GSEs
and possibly wind down their existence, addressing portfolio limits and
guarantee fees, among other issues.
The FHFA and the U.S. Treasury (through
its agreement to purchase GSE preferred stock) have imposed strict limits on the
size of GSEs mortgage portfolios. In August 2012, the U.S. Treasury amended its
preferred stock purchase agreements to provide that the GSEs portfolios will be
wound down at an annual rate of 15 percent (up from the previously agreed annual
rate of 10 percent), requiring the GSEs to reach the $250 billion target four
years earlier than previously planned.
Non-Domestic Bank Obligations.
The SA U.S. Fixed Income Fund and SA Global
Fixed Income Fund may each invest in non-domestic bank obligations. The SA
Global Fixed Income Fund may invest in Eurodollar Certificates of Deposit, which
are U.S. dollar-denominated certificates of deposit issued by offices of foreign
and domestic banks located outside the United States; Eurodollar Time Deposits
(ETDs), which are U.S. dollar-denominated deposits in a foreign branch of a
U.S. bank or a foreign bank; Canadian Time Deposits, which are essentially the
same as ETDs except that they are issued by Canadian offices of major Canadian
banks; and Schedule Bs, which are obligations issued by Canadian branches of
foreign or domestic banks. The SA U.S. Fixed Income Fund and SA Global Fixed
Income Fund may each invest in Yankee Certificates of Deposit, which are U.S.
dollar-denominated certificates of deposit issued by a U.S. branch of a foreign
bank and held in the United States; and Yankee Bankers Acceptances, which are
U.S. dollar-denominated bankers acceptances issued by a U.S. branch of a
foreign bank and held in the United States. Eurodollar and Yankee dollar
obligations are subject to the same risks that pertain to domestic issues;
notably credit risk, market risk and liquidity risk. Eurodollar and Yankee
dollar obligations may also be subject to certain sovereign risks, including the
possibility that a sovereign country might prevent capital from flowing across
its borders. Other risks include adverse political and economic developments;
changes in the extent and quality of government regulation of financial markets
and institutions; the imposition of foreign withholding taxes; and the
expropriation or nationalization of foreign issuers.
Real Estate Investments.
SA Real Estate Securities Fund may invest in
securities issued by real estate companies. In addition to the risks associated
with investing in equity securities, investments in real estate companies are
also subject to the risks associated with the direct ownership of real estate.
These risks include declines in the value of real estate, risks associated with
general and local economic conditions, possible lack of availability of mortgage
funds, overbuilding, extended vacancies of properties, increased competition,
increases in property taxes and operating expenses, changes in zoning laws,
losses due to costs resulting from the clean-up of environmental problems,
liability to third parties for damages resulting from environmental problems,
casualty or condemnation losses, limitations on rents, changes in neighborhood
values and the appeal of properties to tenants and changes in interest rates. In
addition, certain real estate valuations, including residential real estate
values, are influenced by market sentiments, which can change rapidly and could
result in a sharp downward adjustment from current valuation levels.
REITs are sometimes informally
characterized as equity REITs, mortgage REITs and hybrid REITs. An equity REIT
invests primarily in the fee ownership or leasehold ownership of land and
buildings, and derives its income primarily from rental income. An equity REIT
may also realize capital gains (or losses) by selling real estate properties in
its portfolio that have appreciated (or depreciated) in value. A mortgage REIT
invests primarily in mortgages on real estate, which may secure construction,
development or long-term loans, and derives its income primarily from interest
payments on the credit it has extended. A hybrid REIT combines the
characteristics of equity REITs and mortgage REITs, generally by holding both
ownership interests and mortgage interests in real estate.
9
REITs (especially mortgage REITs) are
subject to interest rate risk. Rising interest rates may cause REIT investors to
demand a higher annual yield, which may, in turn, cause a decline in the market
price of the equity securities issued by a REIT. Rising interest rates also
generally increase the costs of obtaining financing, which could cause the value
of a Funds REIT investments to decline. During periods when interest rates are
declining, mortgages are often refinanced. Refinancing may reduce the yield on
investments in mortgage REITs. In addition, because mortgage REITs depend on
payment under their mortgage loans and leases to generate cash to make
distributions to their shareholders, investments in such REITs may be adversely
affected by defaults on such mortgage loans or leases.
Real estate-related instruments include
securities of real estate investment trusts (REITs), commercial and
residential mortgage-backed securities, and real estate financings. Those
instruments are sensitive to factors such as real estate values and property
taxes, interest rates, cash flow of underlying real estate assets, overbuilding
and the issuers management skill and creditworthiness. Real estate-related
instruments also may be affected by tax and regulatory requirements, such as
those relating to the environment.
REITs are dependent on management
skill, are not diversified, and are subject to heavy cash flow dependency,
defaults by borrowers, self-liquidation, and the possibility of failing to
qualify for conduit income tax treatment under the Internal Revenue Code of
1986, as amended (the Code), and failing to maintain exemption from the 1940
Act.
REITs are subject to management fees
and other expenses. Therefore, investments in REITs will cause SA Real Estate
Securities Fund to indirectly bear its proportionate share of the costs of the
REITs operations. At the same time, that Fund will continue to pay its own
management fees and expenses with respect to all of its assets, including any
portion invested in the shares of REITs.
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 sellers agreement
to repurchase the securities at an agreed-upon time and price (repurchase
agreements). Repurchase agreements generally are for a short period of time,
usually less than a week. The 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 Funds custodian in an amount that is greater than the repurchase price.
Repurchase agreements carry certain risks, including risks that are not
associated with direct investments in securities. If a seller under a repurchase
agreement were to default on the agreement and be unable to repurchase the
security subject to the repurchase agreement, a Fund would look to the
collateral underlying the sellers repurchase agreement, including the
securities or other obligations subject to the repurchase agreement, for
satisfaction of the sellers obligation to the Fund. A Funds right to liquidate
the securities or other obligations subject to the repurchase agreement in the
event of a default by the seller could involve certain costs and delays and, to
the extent that proceeds from any sale upon a default of the obligation to
repurchase are less than the repurchase price (
e.g.
, due to transactions costs or a
decline in the value of the collateral), the Fund could suffer a loss. In
addition, if bankruptcy proceedings are commenced with respect to the seller,
realization of the collateral may be delayed or limited and a loss may be
incurred. Repurchase agreements involving obligations other than U.S. Government
securities (such as commercial paper and corporate bonds) may be subject to
special risks and may not have the benefit of certain protections in the event
of the counterpartys insolvency.
The repurchase price under a repurchase
agreement generally equals the price paid by a Fund plus interest negotiated on
the basis of current short-term rates (which may be more or less than the rate
on the securities underlying the repurchase agreement).
Securities subject to repurchase
agreements will be held, as applicable, by the Funds custodian in the Federal
Reserve/Treasury book-entry system or by another authorized securities
depository. Repurchase agreements are considered to be loans by a Fund under the
1940 Act.
10
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 a reverse
repurchase agreement is 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 Funds custodian in an amount at least equal to the market value of
the securities, plus accrued interest, subject to the agreement.
Supranational Bank Obligations.
The SA U.S. Fixed Income Fund and SA Global
Fixed Income Fund may invest in the obligations of supranational banks.
Supranational banks are international banking institutions designed or supported
by national governments to promote economic reconstruction, development or trade
between nations
(e.g.
, The World Bank). Obligations of supranational banks may be
supported by appropriated but unpaid commitments of their member countries, and
there is no assurance these commitments will be undertaken or met in the future.
U.S. Government Obligations.
Each Fund may purchase obligations issued or
guaranteed by the U.S. government or U.S. government agencies or
instrumentalities. U.S. government securities are obligations of the U.S.
Treasury backed by the full faith and credit of the United States. Due to recent
market turbulence, some investors have turned to the safety of securities issued
or guaranteed by the U.S. Treasury, causing the prices of these securities to
rise and their yields to decline. As a result of this and other market
influences, yields of short-term U.S. Treasury debt instruments are currently
near historical lows.
U.S. government agency securities are
issued or guaranteed by U.S. government agencies, or by instrumentalities of the
U.S. government, such as Ginnie Mae, Fannie Mae, Freddie Mac, Sallie Mae (also
known as SLM Corp. and, formerly, the Student Loan Marketing Association), the
Federal Home Loan Banks and the Tennessee Valley Authority. Some U.S. government
agency securities are supported by the full faith and credit of the United
States, while others may be supported by the issuers ability to borrow from the
U.S. Treasury, subject to the U.S. Treasurys discretion in certain cases, or
only by the credit of the issuer. Accordingly, there is at least a possibility
of default. U.S. government agency securities include U.S. Government agency
mortgage-backed securities (see Mortgage-Backed Securities above). The market
prices of U.S. government agency securities are not guaranteed by the U.S.
government and generally fluctuate inversely with changing interest rates.
Variable and Floating Rate
Instruments.
Each Fund may invest in variable
and floating rate instruments, which provide for automatic adjustment of the
interest rate at fixed intervals (
e.g.
, daily, weekly, monthly, or
semi-annually) or automatic adjustment of the interest rate whenever a specified
interest rate or index changes. Debt instruments may also be structured to have
variable or floating interest rates. The interest rate on variable and floating
rate instruments ordinarily is determined by reference to a particular banks
prime rate, the 90-day U.S. Treasury Bill rate, the rate of return on commercial
paper or bank CDs, an index of short-term tax-exempt rates or some other
objective measure. To the extent applicable, variable and floating rate
obligations purchased by a Fund may have stated maturities in excess of its
maturity limitation if the Fund can demand payment of the principal of the
instrument at least once during such period on not more than thirty days
notice. This demand feature is not required if the instrument is guaranteed by
the U.S. government or an agency or instrumentality thereof. These instruments
may include variable amount master demand notes that permit the indebtedness to
vary in addition to providing for periodic adjustments in the interest rates.
The Sub-Adviser will consider the earning power, cash flows and other liquidity
ratios of the issuers and guarantors of such instruments and, if an instrument
is subject to a demand feature, will continuously monitor the financial ability
of the issuer or guarantor of such instrument to meet payment on demand. Where
necessary to ensure that a variable or floating rate instrument is equivalent to
the quality standards applicable to a Fund, the issuers obligation to pay the
principal of the instrument will be backed by an unconditional bank letter or
line of credit, guarantee or commitment to lend.
The absence of an active secondary
market for certain variable and floating rate notes could make it difficult to
dispose of the instruments, and a Fund could suffer a loss if the issuer
defaults or during periods the Fund is not entitled to exercise its demand
rights.
11
Variable and floating rate instruments
held by a Fund, absent a reliable trading market, will be subject to the Funds
limitation on illiquid investments if the Fund may not demand payment of the
principal amount within seven days.
Warrants and Rights.
Each Fund may purchase warrants or rights and
also may acquire warrants or rights as a result of corporate actions involving
holdings of other securities. Warrants and rights are privileges issued by
corporations enabling the holders to subscribe to and purchase a specified
number of shares of the corporation at a specified price during a specified
period of time. Warrants and rights involve the risk that a Fund could lose the
purchase price of such instruments if the right to subscribe to additional
shares is not exercised prior to the warrants expiration. Also, the purchase of
warrants or rights involves the risk that the effective price paid for the
warrant or right added to the subscription price of the related security may
exceed the subscribed securitys 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 (usually 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 Funds commitments. It may be expected that the market
value of the Funds net assets will fluctuate to a greater degree when it
earmarks portfolio securities to cover such purchase commitments than when it
earmarks cash.
A Fund will purchase securities on a
when-issued or forward commitment basis only with the intention of completing
the transaction and actually purchasing the securities. If deemed advisable as a
matter of investment strategy, however, a Fund may dispose of or renegotiate a
commitment after it is entered into and may sell 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 Funds 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 debt obligations, including the money
market instruments in which the Funds may invest, 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 Standard & Poors, a division of The McGraw-Hill Companies, Inc.
(S&P), Moodys Investors Service, Inc. (Moodys), Fitch Ratings Ltd.
(Fitch), Duff & Phelps Credit Rating Co., Thomson Bank Watch, Inc., and
other nationally recognized statistical rating organizations (each an NRSRO)
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. Rating agencies may fail to make
timely changes in credit ratings, and an issuers current financial condition
may be better or worse than a rating indicates.
12
Except as otherwise provided in the
Prospectus and this SAI, the Funds will only invest in fixed income securities
rated at least investment grade at the time of purchase by at least one NRSRO.
Investment grade debt securities are securities of
medium to high quality that are rated BBB- or higher by S&P, Baa3 or higher
by Moodys, or within one of the four highest ratings classes of another NRSRO
or, if unrated, determined by the Sub-Adviser to be of comparable quality. A
complete list of ratings of corporate bonds and commercial paper by S&P,
Moodys and Fitch is attached hereto as Appendix B.
Commodity Pool Operator
Exemption.
Pursuant to a claim for exemption
filed with the National Futures Association on behalf of each Fund, as of the
date of this SAI, the Funds are not deemed to be commodity pool operators
under the Commodity Exchange Act and are not subject to registration or
regulation as such under the Commodity Exchange Act. Neither the Adviser nor the
Sub-Adviser is deemed to be a commodity pool operator with respect to its
service as investment adviser to the Funds.
Recent Market Conditions.
The financial crisis in the U.S. and many
foreign economies over the past several years, including the European sovereign
debt and banking crises, has resulted, and may continue to result, in an
unusually high degree of volatility in the financial markets and the economy at
large. Both domestic and international equity and fixed income markets have been
experiencing heightened volatility and turmoil, and issuers that have exposure
to the real estate, mortgage and credit markets, and the sovereign debt of
certain nations or their political subdivisions have been particularly affected.
It is uncertain how long these conditions will continue.
These market conditions have resulted
in fixed income instruments experiencing unusual liquidity issues, increased
price volatility and, in some cases, credit downgrades and increased likelihood
of default. These events have reduced the willingness and ability of some
lenders to extend credit, and have made it more difficult for borrowers to
obtain financing on attractive terms, if at all. As a result, the values of many
types of fixed income obligations have been reduced. During times of market
turmoil, investors tend to look to the safety of securities issued or backed by
the U.S. Treasury, causing the prices of these securities to rise and the yield
to decline.
The reduced liquidity in fixed income
and credit markets may negatively affect many issuers worldwide. Illiquidity in
these markets may mean there is less money available to purchase raw materials
and goods and services, which may, in turn, bring down the prices of these
economic staples. The values of some sovereign debt and of securities of issuers
that hold that sovereign debt have fallen. These events and the potential for
continuing market turbulence may have an adverse effect on each Fund. In
addition, global economies and financial markets are becoming increasingly
interconnected, which increases the possibilities that conditions in one country
or region might adversely impact issuers in a different country or region.
The U.S. federal government and certain
foreign central banks have acted to calm credit markets and increase confidence
in the U.S. and world economies. Certain of these entities have injected
liquidity into the markets and taken other steps in an effort to stabilize the
markets and grow the economy. Others have opted for austerity, which may limit
growth, at least in the short to medium term. The ultimate effect of these
efforts is only beginning to reveal itself. Changes in government policies may
exacerbate the markets difficulties and withdrawal of this support, or other
policy changes by governments or central banks, could negatively affect the
value and liquidity of certain securities.
The situation in the financial markets
has resulted in calls for increased regulation, and the need of many financial
institutions for government help has given lawmakers and regulators new
leverage. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the
Dodd-Frank Act) has initiated a dramatic revision of the U.S. financial
regulatory framework that will continue to unfold over several years. The
Dodd-Frank Act covers a broad range of topics, including (among many others) a
reorganization of federal financial regulators; a process intended to improve
financial systemic stability and the resolution of potentially insolvent
financial firms; new rules for derivatives trading; the creation of a consumer
financial protection watchdog; the registration and additional regulation of
hedge and private equity fund managers; and new federal requirements for
residential mortgage loans. Instruments in which the Funds may invest, or the
issuers of such instruments, may be affected by the new legislation and
regulations in ways that are unforeseeable. Many of the implementing regulations
have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank
Act is not yet certain.
The statutory provisions of the
Dodd-Frank Act significantly change in several respects the ways in which
investment products are marketed, sold, settled or terminated. In particular,
the Dodd-Frank Act mandates the elimination of references
to credit ratings in numerous securities laws, including the 1940 Act. Certain
swap derivatives have been and other derivatives may be mandated for central
clearing under the Dodd-Frank Act, which likely will require technological and
other changes to the operations of funds governed by the 1940 Act and the market
in which they will trade. Central clearing will also entail the use of assets of
a 1940 Act fund to satisfy margin calls and this may have an effect on the
performance of such a fund. The regulators have not yet issued final regulations
implementing all of the Dodd-Frank Acts margin requirements and clearing
mandates.
13
The regulators that have been charged
with the responsibility for implementing the Dodd-Frank Act (
i.e
., the SEC and the U.S.
Commodity Futures Trading Commission (the CFTC)) have been active in proposing
and adopting regulations and guidance on the use of derivatives by funds
governed by the 1940 Act. The CFTC recently adopted a revision to one of its
rules that will either restrict the use of derivatives by a 1940 Act fund to a
de minimis
amount or require the funds adviser to register as a commodity pool operator.
The SEC is reviewing its current guidance on the use of derivatives by 1940 Act
funds and may issue new guidance. It is not clear whether or when such new
guidance will be published or what the content of such guidance may be.
TAX MANAGEMENT STRATEGIES OF SA U.S.
VALUE FUND, SA U.S. SMALL COMPANY FUND AND SA INTERNATIONAL VALUE
FUND
The Sub-Adviser may attempt to minimize
the impact of federal income tax on the shareholders of SA U.S. Value Fund, SA
U.S. Small Company Fund and SA International Value Fund by managing these Funds
portfolios in a manner that may defer the realization of net capital gains and
minimize ordinary income where possible.
When selling the shares of a particular
issuer on behalf of one of these Funds, the Sub-Adviser may select the shares
with the highest tax basis to minimize the realization of capital gains. In
certain cases, the highest basis shares may produce a short-term capital gain.
Because a Funds net short-term capital gains are taxed as ordinary income
(which is taxed at higher rates than its net long-term capital gains) when
distributed to its individual shareholders, the highest basis shares with a
long-term holding period for tax purposes (more than one year) may be disposed
of instead. The Sub-Adviser may also seek not to dispose of a security on behalf
of any of these Funds until the long-term holding period has been satisfied.
Additionally, the Sub-Adviser may, when consistent with all other tax management
policies for a particular Fund, sell securities to realize capital losses.
Realized capital losses can be used to offset realized capital gains, thus
reducing capital gain distributions. However, realization of capital gains is
not entirely within the Sub-Advisers control. Capital gain distributions may
vary considerably from year to year.
The timing of purchases and sales of
securities may be managed to minimize dividends to the extent possible. These
Funds may not be eligible to flow through qualified dividend income (QDI) to
their individual shareholders or the dividends-received deduction to their
corporate shareholders with respect to certain dividends they receive if,
because of timing activities, the requisite holding period for that income or
deduction is not met. See Taxes Taxation of Fund Distributions. Except with
respect to SA U.S. Value Fund, portfolio holdings may be managed to minimize
high dividend-yielding securities and to emphasize low dividend-yielding
securities.
These Funds are expected to deviate
from their market capitalization weightings to a greater extent than the other
Funds. For example, the Sub-Adviser may exclude the stock of a company that
meets applicable market capitalization criteria in order to avoid dividend
income, and the Sub-Adviser may sell the stock of a company that meets
applicable market capitalization criteria to realize a capital loss.
Additionally, while these Funds are managed so that securities will generally be
held for longer than one year, they may dispose of any securities whenever the
Sub-Adviser determines that such disposition would be in the best interests of
their shareholders.
Although the Sub-Adviser may manage
each of these Funds to attempt to minimize the realization of capital gains and
taxable dividend distributions (especially non-QDI distributions) during a
particular taxable year, these Funds may nonetheless distribute taxable net
gains and investment income to their shareholders from time to time.
Furthermore, shareholders will be required to pay taxes on capital gains
realized, if any, upon redemption of shares of any of these Funds.
14
INVESTMENT LIMITATIONS
Fundamental
Limitations.
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
Funds 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.
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1.
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No Fund may invest more than 25%
of its total assets in any one industry (securities issued or guaranteed
by the United States government or its agencies or instrumentalities are
not considered to represent industries); except that (a) SA U.S. Fixed
Income Fund shall invest more than 25% of its total assets in obligations
of U.S. and foreign banks and bank holding companies in the circumstances
described in the Prospectus under Principal Investment Strategies; and
(b) SA Real Estate Securities Fund shall invest more than 25% of its total
assets in securities of companies in the real estate
industry.
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2.
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No Fund may, with respect to 75%
of the Funds assets, invest more than 5% of the Funds 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 or its agencies or
instrumentalities.
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3.
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No Fund may borrow money or issue
senior securities (as defined in the 1940 Act), except that a Fund may
borrow (i) amounts not exceeding 33 1/3% of its total assets (including
the amount borrowed) valued at the lesser of cost or market, less
liabilities (not including the amount borrowed) valued at the time the
borrowing is made and (ii) additional amounts for temporary or emergency
purposes not exceeding 5% of its total assets.
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4.
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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).
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5.
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No Fund may make loans of
securities to other persons in excess of 33 1/3% of a Funds total assets,
provided that the Funds may invest without limitation in short-term debt
obligations (including repurchase agreements) and publicly-distributed
debt obligations.
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6.
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No Fund may underwrite securities
of other issuers, except insofar as a Fund may be deemed an underwriter
under the 1933 Act in selling portfolio securities.
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7.
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No Fund (except SA Real Estate
Securities 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.
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8.
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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.
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9.
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No Fund may invest in commodities
or commodity futures contracts, provided that this limitation shall not
prohibit the purchase or sale by a 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
Funds Prospectus.
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15
Non-Fundamental Limitations.
Additional investment limitations adopted by
each Fund, which may be changed by the Board of Trustees without shareholder
approval, provide that a Fund may not:
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1.
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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;
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2.
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Make investments for the purpose
of exercising control or management; or
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3.
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Invest in other investment
companies except as permitted under the 1940
Act.
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Below are additional non-fundamental
policies adopted by the Funds:
The SA U.S.
Fixed Income Fund must under normal circumstances invest at least 80% of its net
assets (taken at market value at the time of purchase) in U.S. issued fixed
income securities.
The SA Global Fixed Income Fund must under normal circumstances invest at
least 80% of its net assets (taken at market value at the time of purchase) in
fixed income securities.
The SA U.S. Core Market Fund and SA U.S. Value Fund must under normal
circumstances invest at least 80% of their respective net assets (taken at
market value at the time of purchase) in securities traded on a principal U.S.
exchange or on the over-the-counter market in the United States.
The SA U.S. Small Company Fund must under normal circumstances invest at
least 80% of its net assets (taken at market value at the time of purchase) in
the securities of small cap companies traded on a principal U.S. exchange or on
the over-the-counter market in the United States.
The SA International Small Company Fund must under normal circumstances
invest, through its investments in the International Small Company Portfolio of
DFA Investment Dimensions Group Inc. (the DFA Portfolio), and indirectly, each
investment company series in which the DFA Portfolio invests (each, an
Underlying Fund), at least 80% of its net assets (taken at market value at the
time of purchase) in securities of small companies.
The SA Emerging Markets Value Fund must under normal circumstances invest
at least 80% of its net assets (taken at market value at the time of purchase)
in emerging markets investments that are defined in the Prospectus as Approved
Market Securities.
The SA Real Estate Securities Fund must under normal circumstances invest
at least 80% of its net assets (taken at market value at the time of purchase)
in the securities of companies in the real estate industry.
None of the above fundamental or
non-fundamental limitations is intended to prevent any Fund from investing all
or substantially all of its investable assets in the shares of another
registered, open-end investment company in a master-feeder relationship in
accordance with the terms and conditions of the 1940 Act and the rules
thereunder.
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 Funds assets 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
Funds assets.
POLICIES ON DISCLOSURE OF PORTFOLIO
HOLDINGS
The Adviser and the Trusts Board of
Trustees have adopted a Policy on Disclosure of Portfolio Holdings (the
Disclosure Policy), which is intended to protect the confidentiality of the
Funds portfolio holdings information and to prevent the selective disclosure
and misuse of such information. Divulging non-public portfolio holdings
information to third parties is permissible only when a Fund has a legitimate
business purpose for doing so and only if the recipients of such information are
subject to a duty of confidentiality, including a duty not to trade on the
non-public information.
16
Individuals Empowered to Authorize
Disclosure
The Trusts Chief Compliance Officer
may authorize the disclosure of non-public information concerning the portfolio
holdings of the Funds as further provided below.
The Adviser is responsible for
administering the release of the Funds portfolio holdings information. Until
particular portfolio holdings information has been made publicly available, and
except as otherwise permitted by the Disclosure Policy, no such information may
be provided to any party without the written approval of the Trusts Chief
Compliance Officer, which approval is subject to the conditions described below.
It is prohibited for the Trust, the Adviser, the Advisers affiliates or any
other person to receive compensation in connection with their disclosure of the
Funds portfolio holdings information.
General Rule
No information concerning the portfolio
holdings of any Fund may be disclosed to any third party except as provided
below.
Disclosure to Service
Providers
Any and all current non-public
portfolio information as frequently as daily as part of the legitimate business
activities of the Funds may be disclosed to the Trusts service providers who
generally need access to such information in the performance of their
contractual duties and responsibilities, subject to duties of confidentiality
imposed by law and/or contract. Such service providers may include, without
limitation, the Adviser and the Sub-Adviser, distributor, custodian, fund
accountants, administrator, sub-administrator, securities lending agent,
transfer agent, independent public accountants, proxy voting firm, financial
printer and counsel to the Trust and the Trustees who are not interested
persons of the Adviser, including its affiliates, the Sub-Adviser, or the Trust
(Independent Trustees). The Board of Trustees has determined that disclosure
of portfolio holdings information to such service providers fulfills a
legitimate business purpose and is in the best interest of the Funds
shareholders. The Trusts Chief Compliance Officer may determine to add
authorized recipients only if he or she first determines that the standards
under the Disclosure Policy have been met prior to such disclosure.
Publicly Available
Information
Each Fund will publicly disclose its
portfolio holdings in accordance with regulatory requirements, such as the
requirement to file periodic portfolio disclosure with the SEC. A Funds
portfolio holdings information is publicly available at the time such
information is filed with the SEC.
The Adviser may publicly disclose all
month-end portfolio holdings of all Funds after a 30-day delay. For example, the
December 31
st
portfolio holdings may be publicly disclosed on January
30
th
. Any period of delay that ends on a weekend or other
non-business day may be extended to the next following business day (but may not
be accelerated to an earlier day).
The Adviser may provide portfolio
holdings information to rating agencies such as Morningstar, Inc. and Lipper,
Inc., and the Trusts financial representatives through a password-protected
website. These arrangements to provide information to the rating agencies and
financial representatives must be in accordance with the minimum 30-day
disclosure delay.
Analytical
Information
The Adviser may distribute the
following information concerning each Funds month-end portfolio holdings prior
to the 30-day delay period for disclosure of portfolio holdings; provided that
(a) at least 15 calendar days have elapsed since the month-end to which the
information relates and (b) the information has been made publicly available via
the Funds website or otherwise (but not earlier than the 15 calendar day
restriction).
17
-
Top Ten Holdings
. Top ten holdings and the percentage of the Funds total net assets
that such aggregate holdings represent.
-
Sector Holdings
. Sector information and the percentage of the Funds total net assets
held in each sector.
-
Other Portfolio Characteristic
Data
. Any other analytical data that does
not identify any specific portfolio holding. Examples of permitted data
include total net assets, number of holdings, market capitalization, P/E
ratio, R
2
and beta.
Press Interviews, Broker
Discussions, etc.
Officers or employees of the Adviser or
the Trust may disclose or confirm portfolio holdings information, including the
ownership of any individual portfolio holding position to the media, brokers,
shareholders, consultants
or
other interested persons only if such information previously
has been made publicly available in accordance with the Disclosure
Policy.
Confidential Dissemination of
Portfolio Holdings
There are individuals and entities that
may request information regarding the Funds portfolio holdings earlier than the
information becomes publicly available. The Trusts Chief Compliance Officer
may, on a case-by-case basis, determine to permit such non-public disclosure of
portfolio holdings information before the expiration of the applicable
disclosure delay periods identified above; provided that (a) there is a
legitimate business purpose for such disclosure and (b) the party receiving such
information is subject to a duty to treat such information confidentially and a
duty not to trade on such information. In determining whether there is a
legitimate business purpose for making disclosure of a Funds non-public
portfolio holdings information, the Trusts Chief Compliance Officer must
consider whether the disclosure is in the best interests of Fund shareholders
and whether any conflicts of interest exist. The recipient must sign a written
confidentiality agreement, or the Adviser should provide a written notice to the
recipient, providing that the non-public portfolio holdings information (a) must
be kept confidential, (b) may not be used to trade such portfolio holdings or to
purchase or redeem shares of the Fund and (c) may not be disseminated or used
for any purpose other than that referenced in the written agreement or
notice.
Additional
Restrictions
The Trusts Chief Compliance Officer
may, on a case-by-case basis, impose additional restrictions on the
dissemination of the Funds portfolio holdings information beyond the
restrictions found in the Disclosure Policy.
Waivers of
Restrictions
The Disclosure Policy may not be
waived, and no exceptions to the Disclosure Policy may be made, without the
consent of the Trusts Chief Compliance Officer. Any such consents to waivers or
exceptions shall be documented.
Conflicts of Interest
The Trusts Chief Compliance Officer
and the Adviser will monitor and review any potential conflicts of interest
between the Funds shareholders and affiliated persons of the Trust or the
Adviser, including any of the Funds service providers, that may arise from the
potential release of the Funds non-public portfolio holdings information. Such
potential conflicts of interest will be addressed by the Trusts Chief
Compliance Officer based on the best interests of the Funds
shareholders.
Board of Trustees Review
The Board of Trustees oversees the
implementation of the Disclosure Policy and shall receive reports from the
Trusts Chief Compliance Officer relating to (1) the addition of any new service
provider or other third party as an authorized recipient of a Funds non-public
portfolio holdings, (2) any material violations of the Disclosure Policy (3) any
waivers of or exceptions to the Disclosure Policy, and (4) any potential
conflicts of interest and the resolution of such matters.
18
Disclosures Required by Law
Nothing contained in the Disclosure
Policy is intended to prevent the disclosure of portfolio holdings information
as may be required by applicable law. For example, the Adviser, the Trust, or
any of their affiliates or service providers may file any report required by
applicable law (such as Schedules 13D, 13G and 13F), respond to requests from
regulators and comply with any valid subpoena.
MANAGEMENT OF THE TRUST
BOARD OF THE TRUST
Board Composition and Leadership
Structure
. The Board is responsible for
managing the business and affairs of the Trust. The Board meets at least
quarterly to review the investment performance of each Fund and other matters,
including policies and procedures with respect to compliance with regulatory and
other requirements. During the fiscal year ended June 30, 2013, the Board held
four meetings, and each Board member attended 100% of such meetings and of
meetings of the committees on which he served during the periods that he
served.
The Board has three members, none of
whom are interested persons of the Adviser, including its affiliates, the
Sub-Adviser or the Trust (the Independent Trustees). The Independent Trustees
interact directly with the senior management of the Adviser and the Sub-Adviser
at scheduled meetings and at special meetings as appropriate. The Independent
Trustees regularly discuss matters outside of the presence of management and are
advised by their own experienced independent legal counsel. The Boards
independent legal counsel participates in Board meetings and interacts with the
Adviser. Each Independent Trustee is also a member of the Audit Committee and
the Governance and Nominating Committee, and from time to time one or more
Independent Trustees may be designated, formally or informally, to take the lead
in addressing with management or the Boards independent legal counsel matters
or issues of concern to the Board. The Board and its committees have the ability
to engage other experts as appropriate.
The Board has appointed Bryan W. Brown
to act as Chairman of the Board. The Chairmans primary responsibilities are (i)
to participate in the preparation of the agenda for meetings of the Board; (ii)
to preside at all meetings of the Board; (iii) to act as the Boards liaison
with management between meetings of the Board; and (iv) to act as the primary
contact for Board communications. The Chairman may perform such other functions
as may be requested by the Board from time to time. Except for any duties
specified herein or pursuant to the Trusts Declaration of Trust or By-laws, the
designation as Chairman does not impose on such Independent Trustee any duties,
obligations or liability that is greater than the duties, obligations or
liability imposed on such person as a member of the Board generally.
The Board has determined that its
leadership structure is appropriate in light of the services that the Adviser,
the Advisers affiliates and the Sub-Adviser provide to the Trust and potential
conflicts of interest that could arise from these relationships. The Board
evaluates its performance on an annual basis.
Board's Oversight Role in
Management
. The Board's role in management of
the Trust is oversight. As is the case with virtually all investment companies
(as distinguished from operating companies), service providers to the Trust have
the responsibility for the day-to-day management of the Funds, which includes
the responsibility for risk management (including management of investment
performance and investment risk, valuation risk, issuer and counterparty credit
risk, compliance risk and operational risk). As part of its oversight, the
Board, acting at its scheduled meetings, or the Chairman, acting between Board
meetings, regularly interacts with and receives reports from senior personnel of
the Adviser, Sub-Adviser and other service providers, the Trust's and the
Adviser's Chief Compliance Officer and portfolio management personnel. The Board
also receives periodic presentations from senior personnel of the Adviser or its
affiliates and the Sub-Adviser regarding risk management generally, as well as
periodic presentations regarding specific operational, compliance or investment
areas. The Board also receives reports from counsel to the Trust or counsel to
the Adviser and the Board's own independent legal counsel regarding regulatory
compliance and governance matters. The Board has adopted policies and procedures
designed to address certain risks to the Funds. In addition, the Adviser, the
Sub-Adviser and other service providers to the Funds have adopted a variety of
policies, procedures and controls designed to address particular risks to the
Funds. Different processes, procedures and controls are employed with respect to
different types of risks. However, it is not possible to eliminate all of the
risks applicable to the Funds. The Board's oversight role does not make the
Board a guarantor of the Funds' investments or activities.
19
Information About Each Board
Member's Experience, Qualifications, Attributes or Skills
. Board members of the Trust, together with information as to
their positions with the Trust, principal occupations and other board
memberships for the past five years, are shown below.
|
|
|
|
|
|
Number
of
|
|
|
|
|
Position(s)
Held
|
|
|
|
Portfolios
in
|
|
Other
|
Name,
|
|
with Trust
and
|
|
|
|
Fund
Complex
|
|
Trusteeships/
|
Address
(1)
|
|
Length of
Time
|
|
Principal
Occupation(s)
|
|
Overseen
by
|
|
Directorships
|
and Age
|
|
Served
(2)
|
|
During Past 5 Years
|
|
Trustee
|
|
Held
|
Trustees:
|
|
|
|
|
|
|
|
|
Bryan W. Brown
Age: 67
|
|
Trustee (since April
1999)
Chairman (since December
2004)
|
|
Self-Employed Management Consultant
(financial and technological systems) (since 1992); Chief Financial
Officer, Bioexpertise, Inc. (physicians web-based continuing education)
(since 2003); Chief Financial Officer, ONTHERIX, INC. (a pharmaceutical
development company) (since 2008); Chief Financial Officer, PharmaGenias,
Inc.
(biotechnology and pharmaceutical
clinical trial services) (2004-2008); Chief Financial Officer, DISK-IOPS
(a patent licensing company in the life science industry)
(2009-2011).
|
|
9
|
|
Director/Officer, Friends of the
California Air & Space Center (aviation museum)
(1999-2010).
|
|
|
|
|
|
|
|
|
|
Harold M. Shefrin
Age: 64
|
|
Trustee (since April
1999)
|
|
Professor of Finance, Santa Clara
University (since 1978).
|
|
9
|
|
Trustee, Litman Gregory Funds Trust
(6 portfolios) (since February 2005).
|
|
|
|
|
|
|
|
|
|
Charles M. Roame
Age: 47
|
|
Trustee (since June
2012)
|
|
Managing Partner, Tiburon Strategic
Advisors (provider of market research and strategy consulting to financial
services firms) (since 1998).
|
|
9
|
|
Director, Envestnet, Inc. (provider of wealth management
solutions).
|
____________________
(1)
|
|
The address of each Trustee is:
LWI Financial Inc., 3055 Olin Ave., Suite 2000, San Jose, CA
95128.
|
|
|
|
(2)
|
|
Each Trustee serves for the
lifetime of the Trust or until he dies, resigns, or is
removed.
|
20
The Board believes that the
significance of each Board member's experience, qualifications, attributes or
skills is an individual matter (meaning that experience that is important for
one Board member may not have the same value for another) and that these factors
are best evaluated at the board level, with no single Board member, or
particular factor, being indicative of Board effectiveness. However, the Board
believes that Board members need to have the ability to critically review,
evaluate, question and discuss information provided to them, and to interact
effectively with Trust management, service providers and counsel, in order to
exercise effective business judgment in the performance of their duties; the
Board believes that its members satisfy this standard. Information about each
Board member below describes some of the specific experiences, qualifications,
attributes or skills that each Board member possesses, which the Board believes
has prepared them to be effective Board members.
-
Bryan W. Brown
Mr. Brown is a self-employed management consultant for financial and
technological systems since 1992. In addition to that role he has served as
the Chief Financial Officer for various companies in the biotechnology,
pharmaceutical and life science industries.
-
Harold M. Shefrin
Mr. Shefrin has served as a Professor of Finance at Santa Clara
University since 1978. He also serves on the Board of Trustees of another
mutual fund complex.
-
Charles M. Roame
Mr. Roame has worked as a strategic consultant to financial service
companies for approximately 20 years. He also serves on the Board of Directors
of Envestnet, Inc. and has served on the boards of other financial services
companies.
ADDITIONAL INFORMATION ABOUT THE
BOARD AND ITS COMMITTEES
The Board has an Audit Committee
consisting of all of the Independent Trustees. The Audit Committee operates
pursuant to a written Audit Committee Charter. The principal functions of the
Audit Committee are to: oversee the Trusts accounting and financial reporting
processes; oversee the quality and objectivity of the Trusts financial
statements and the independent audit thereof; approve prior to appointment the
Trusts independent auditors, and in connection therewith, evaluate the
independence of the independent auditors; review with the independent auditors
the scope and results of the annual audit; and review the performance and
approve all fees charged by the independent auditors for audit, audit-related
and other professional services. The Audit Committee held three meetings during
the fiscal year ended June 30, 2013.
The Board has a Governance and
Nominating Committee consisting of all of the Independent Trustees. The
Governance and Nominating Committee operates pursuant to a written Governance
and Nominating Committee Charter. The principal functions of the Governance and
Nominating Committee are to: annually evaluate the performance of the Board and
its various committees; periodically review the composition, responsibilities
and functions of the Board and each Board committee; recommend the selection and
nomination of candidates for Independent Trustees, whether proposed to be
appointed by the Board or to be elected by shareholders; nominate candidates for
Chairman of the Board and for the various committees for selection by the Board;
and review at least every two years the compensation paid to Independent
Trustees. The Governance and Nominating Committee does not consider nominees
recommended by the Funds shareholders. The Governance and Nominating Committee
held one meeting during the fiscal year ended June 30, 2013.
COMPENSATION TABLE
For their services as Trustees, each
Independent Trustee receives a $80,000 annual retainer fee, as well as
reimbursement for expenses incurred in connection with attendance at Board and
Committee meetings. The Chairman of the Board receives an additional $8,000 per
year in compensation from the Trust. Trustees who are interested persons of
the Trust (of which there currently are none) and the executive officers of the
Trust receive no compensation from the Trust for their respective services as
trustees and officers. The following table summarizes the compensation paid by
the Trust to each Independent Trustee in the fiscal year ended June 30,
2013.
|
|
|
|
|
|
Aggregate
|
|
|
Compensation
from
|
|
Pension or
Retirement
|
|
Compensation
from
|
Name of Trustee
|
|
the Trust
|
|
Benefits
|
|
the Fund Complex
|
Bryan W.
Brown
|
|
$[ ]
|
|
None
|
|
$[
]
|
Harold M. Shefrin
|
|
$[ ]
|
|
None
|
|
$[ ]
|
Charles M.
Roame
|
|
$[ ]
|
|
None
|
|
$[
]
|
21
TRUSTEE OWNERSHIP OF FUND SHARES
As of [ ], 2013, the Trustees and
officers of the Trust, as a group, owned less than 1% of the outstanding shares
of each of the Funds.
The tables below show the dollar range
of shares of each Fund as well as the dollar range of shares of all of the Funds
in the Trust beneficially owned by each Trustee as of December 31,
2012.
Dollar Range of Equity Securities
in the Respective Funds
1
Name of
|
|
SA U.S. Fixed
|
|
SA Global Fixed
|
|
SA U.S. Core
|
|
SA U.S.
|
|
SA U.S. Small
|
Trustee
|
|
Income
Fund
|
|
Income
Fund
|
|
Market
Fund
|
|
Value
Fund
|
|
Company
Fund
|
Bryan W.
Brown
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
Harold M.
Shefrin
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
Charles
M. Roame
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[
]
|
Name of
|
|
SA International
|
|
SA International
|
|
SA Emerging Markets
|
|
SA Real Estate
|
Trustee
|
|
Value
Fund
|
|
Small Company
Fund
|
|
Value
Fund
|
|
Securities
Fund
|
Bryan W.
Brown
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
Harold M.
Shefrin
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
Charles M.
Roame
|
|
[ ]
|
|
[ ]
|
|
[ ]
|
|
[
]
|
|
|
Aggregate Dollar
Range of Equity Securities in the Trust
|
|
|
and All Registered
Investment Companies in the Family of
|
Name of
Trustee
|
|
Investment Companies Overseen by the Trustees
1
|
Bryan W.
Brown
|
|
[
]
|
Harold M. Shefrin
|
|
[ ]
|
Charles M.
Roame
|
|
[
]
|
As of December 31, 2012, no Trustee or
any of their immediate family members owned beneficially or of record any
securities of, or had any direct or indirect material interest in, the Adviser,
the Sub-Adviser or the Distributor or any person controlling, controlled by or
under common control with such persons. Mr. Roame is a director of Envestnet,
Inc., which provides back-office technology platform services to the Adviser.
Mr. Roame is also the managing partner of Tiburon Strategic Advisors
(Tiburon). The Adviser has purchased off-the-shelf research reports from and
attended conferences sponsored by Tiburon. The aggregate fees paid by the
Adviser to Tiburon during the two most recently completed calendar years did not
exceed $120,000.
____________________
1
Valuation as of December 31, 2012.
22
OFFICERS OF THE TRUST
|
|
Position(s)
Held
|
|
|
Name,
|
|
with Trust
and
|
|
|
Address
(1)
|
|
Length of
Time
|
|
|
and
Age
|
|
Served
(2)
|
|
Principal Occupation(s) During Past 5
Years
|
Alexander B. Potts
Age: 46
|
|
President and Chief Executive
Officer (since January 2009).
|
|
President and Chief Executive
Officer, LWI Financial Inc., Loring Ward Securities Inc. and Loring Ward
Group Inc. (since January 2009); President and Chief Executive Officer,
Werba Reinhard, Inc. (since January 2008); Consultant, Werba Reinhard,
Inc. (2007); Executive Vice President and Chief Operating Officer, LWI
Financial Inc. (2006 - 2007).
|
|
|
|
|
|
Michael Clinton
Age: 47
|
|
Chief Financial and Accounting
Officer and Treasurer (since March 2009).
|
|
Chief Operating Officer, Chief
Financial Officer and Treasurer, LWI Financial Inc., Loring Ward
Securities Inc. and Loring Ward Group Inc. (since March 2009); Chief
Financial Officer and Treasurer, Werba Reinhard, Inc. (since March 2009);
Vice President of Fund Administration, Charles Schwab Investment
Management (2004 - 2009).
|
|
|
|
|
|
Christopher D. Stanley
Age: 30
|
|
Vice President, Chief Legal Officer,
Chief Compliance Officer and Anti-Money Laundering Compliance Officer
(since March 2011).
|
|
Vice President, General Counsel and
Chief Legal Officer, LWI Financial Inc., Loring Ward Securities Inc. and
Loring Ward Group Inc. (since April 2011); Chief Compliance Officer,
Loring Ward Securities Inc. (since April 2011); Corporate Secretary and
General Counsel, Werba Reinhard Inc. (since April 2011); Director of
Compliance, LWI Financial Inc. and Loring Ward Securities Inc.
(2009-2011); Legal Clerk, LWI Financial Inc. and Loring Ward Securities
Inc. (2008-2009).
|
|
|
|
|
|
Joni Clark
Age: 47
|
|
Vice President and Chief Investment
Officer (since March 2010).
|
|
Executive Vice President and Chief
Investment Officer, LWI Financial Inc. (since June 2010); Chief Investment
Strategist, LWI Financial Inc. (2007 - 2010); Investment Committee Member,
LWI Financial Inc. (2003 - 2007); Senior Manager of Investment Services,
Assante Global Advisors, Inc. and LWI Financial Inc. (2002 - 2007).
|
|
|
|
|
|
Marcy Tsagarakis
Age: 41
|
|
Secretary (since June 2006).
|
|
Vice President, Fund Administration,
LWI Financial Inc. and Loring Ward Securities Inc. (since 2005).
|
(1)
|
|
The address of each officer is:
LWI Financial Inc., 3055 Olin Ave., Suite 2000, San Jose, CA
95128.
|
|
(2)
|
|
The Trusts officers are
appointed annually by the Board.
|
CODES OF ETHICS
The Trust, the Adviser, the Sub-Adviser
and the Distributor each has adopted a code of ethics as required by applicable
law, each of which is designed to prohibit affiliated persons of the Trust, the
Adviser, the Sub-Adviser and/or the Distributor from engaging in deceptive,
manipulative or fraudulent activities in connection with securities held or to
be acquired by the Funds (which may also be held by persons subject to the codes
of ethics). There can be no assurance that the codes of ethics will be effective
in preventing such activities. The codes of ethics permit, subject to certain
restrictions, the personnel of these entities to invest in securities, including
securities that the Funds may purchase or hold. Each code of ethics, filed as an
exhibit to the registration statement, of which this SAI is a part, may be
examined at the office of the SEC in Washington, D.C. or on the Internet at the
SECs website at http://www.sec.gov.
PROXY VOTING POLICIES
The Trust has adopted proxy voting
policies and procedures that delegate to the Sub-Adviser (Dimensional) the
authority to vote proxies for the Funds, subject to the oversight of the
Trustees.
23
The Sub-Adviser has adopted certain
Proxy Voting Policies and Procedures (the Voting Policies) and Proxy Voting
Guidelines (the Voting Guidelines) for voting proxies on behalf of its
clients. The Voting Guidelines are largely based on those developed by
Institutional Shareholder Services, Inc. (ISS), an independent third party
service provider, except with respect to certain matters for which Dimensional
has modified the standard ISS voting guidelines. A concise summary of the Voting
Guidelines is provided in Appendix A to this SAI.
The Investment Committee at Dimensional
is generally responsible for overseeing Dimensionals proxy voting process. The
Investment Committee has formed a Corporate Governance Committee (the
Committee) composed of certain officers, directors and other personnel of
Dimensional and has delegated to its members the authority to (i) oversee the
voting of proxies, (ii) make determinations as to how to vote certain specific
proxies, (iii) verify the on-going compliance with the Voting Policies, and (iv)
review the Voting Policies from time to time and recommend changes to the
Investment Committee. The Committee may designate one or more of its members to
oversee specific, ongoing compliance with respect to the Voting Policies and may
designate other personnel of Dimensional to vote proxies on behalf of its
clients, including all authorized traders of Dimensional.
Dimensional votes (or refrains from
voting) proxies in a manner consistent with the best interests of its clients as
understood by Dimensional at the time of the vote. Generally, Dimensional
analyzes proxy statements on behalf of its clients in accordance with the Voting
Policies and the Voting Guidelines. Most proxies that Dimensional receives will
be voted in accordance with the Voting Guidelines. Since most proxies are voted
in accordance with the Voting Guidelines, it normally will not be necessary for
Dimensional to make an actual determination of how to vote a particular proxy,
thereby largely eliminating conflicts of interest for Dimensional during the
proxy voting process. However, the Voting Policies do address the procedures to
be followed if a conflict of interest arises between the interests of
Dimensionals clients and the interests of Dimensional or its affiliates. If a
Committee member has actual knowledge of a material conflict of interest and
recommends a vote contrary to the Voting Guidelines (or in the case where the
Voting Guidelines do not prescribe a particular vote and the proposed vote is
contrary to the recommendation of ISS), the Committee member will bring the vote
to the Committee which will (a) determine how the vote should be cast keeping in
mind the principle of preserving shareholder value, or (b) determine to abstain
from voting, unless abstaining would be materially adverse to the interest of
the client. To the extent the Committee makes a determination regarding how to
vote or to abstain for a proxy on behalf of a client in the circumstances
described in this paragraph, Dimensional will report annually on such
determinations to the client, as applicable.
Dimensional will usually vote proxies
in accordance with the Voting Guidelines. The Voting Guidelines provide a
framework for analysis and decision making; however, the Voting Guidelines do
not address all potential issues. In order to be able to address all the
relevant facts and circumstances related to a proxy vote, Dimensional reserves
the right to vote counter to the Voting Guidelines if, after a review of the
matter, Dimensional believes that the best interests of the client would be
served by such a vote. In such a circumstance, the analysis will be documented
in writing and periodically presented to the Committee. To the extent that the
Voting Guidelines do not cover potential voting issues, Dimensional will vote on
such issues in a manner that is consistent with the spirit of the Voting
Guidelines and that Dimensional believes would be in the best interests of the
client.
Dimensional votes (or refrains from
voting) proxies in a manner that Dimensional determines is in the best interests
of a client and which seeks to maximize the value of that clients investments.
In some cases, Dimensional may determine that it is in the best interests of a
client to refrain from exercising proxy voting rights. Dimensional may determine
that voting is not in the best interest of a client and refrain from voting if
the costs, including the opportunity costs, of voting would, in the view of
Dimensional, exceed the expected benefits of voting. For securities on loan,
Dimensional will balance the revenue-producing value of loans against the
difficult-to-assess value of casting votes. It is Dimensionals belief that the
expected value of casting a vote generally will be less than the securities
lending income, either because the votes will not have significant economic
consequences or because the outcome of the vote would not be affected by
Dimensional recalling loaned securities in order to ensure they are voted.
Dimensional does intend to recall securities on loan if it determines that
voting the securities is likely to materially affect the value of the clients
investment and that it is in the clients best interests to do so. In cases
where Dimensional does not receive a solicitation or enough information within a
sufficient time (as reasonably determined by Dimensional) prior to the
proxy-voting deadline, Dimensional may be unable to vote.
24
With respect to non-U.S. securities, it
is typically both difficult and costly to vote proxies due to local regulations,
customs and other requirements or restrictions. Dimensional does not vote
proxies of non-U.S. companies if Dimensional determines that the expected
economic costs of voting outweigh the anticipated economic benefit to a client
associated with voting. Dimensional determines whether to vote proxies of
non-U.S. companies on a portfolio-by-portfolio basis, and generally implements
uniform voting procedures for all proxies of companies in a country. Dimensional
periodically reviews voting logistics, including costs and other voting
difficulties, on a portfolio by portfolio and country by country basis, in order
to determine if there have been any material changes that would affect
Dimensionals decision of whether or not to vote. In the event Dimensional is
made aware of and believes that an issue to be voted is likely to materially
affect the economic value of a client, that its vote is reasonably likely to
influence the ultimate outcome of the contest and that the expected benefits of
voting the proxies exceed the costs, Dimensional will make every reasonable
effort to vote such proxies.
Dimensional has retained ISS, which was
acquired by Risk Metrics Group, Inc., to provide certain services with respect
to proxy voting. ISS provides information on shareholder meeting dates and proxy
materials; translates proxy materials printed in a foreign language; provides
research on proxy proposals and voting recommendations in accordance with the
Voting Guidelines; effects votes on behalf of Dimensionals clients; and
provides reports concerning the proxies voted. In addition, Dimensional may
retain the services of supplemental third party proxy service providers to
provide research on proxy proposals and voting recommendations for certain
shareholder meetings, as identified in the Voting Guidelines. Although
Dimensional may consider the recommendations of third party service providers on
proxy issues, Dimensional remains ultimately responsible for all proxy voting
decisions.
Information regarding how the Funds
voted proxies relating to their portfolio securities during the most recent
12-month period ended June 30 is available on about August 31
st
(1)
without charge, upon request, by calling the Funds at (800) 366-7266 and (2) on
the SECs website at http://www.sec.gov.
With respect to voting by SA
International Small Company Fund of shares it holds in the DFA Portfolio, on any
matter on which a vote of shareholders of the DFA Portfolio is sought and with
respect to which the Fund is entitled to vote, the Trust will either seek
instructions from the Funds shareholders with regard to the voting of all
proxies with respect to shares of the DFA Portfolio and vote such proxies only
in accordance with such instructions, or vote the shares of the DFA Portfolio
held by the Fund in the same proportion as the vote of all other holders of
shares of the DFA Portfolio. Each investor in the DFA Portfolio will be entitled
to vote in proportion to its relative beneficial interest in the portfolio.
Because there are other investors in the DFA Portfolio, there can be no
assurance that any issue that receives a majority of the votes cast by Fund
shareholders will receive a majority of votes cast by all DFA Portfolio
investors; indeed, if other investors hold a majority interest in the DFA
Portfolio, they could have voting control of the DFA Portfolio.
CONTROL PERSONS AND PRINCIPAL HOLDERS
OF SECURITIES
As of
[ ], the persons shown in the
table below were known to the Funds to own, beneficially or of record, more than
5% of the outstanding shares of a Fund. The nature of ownership for each
position listed is of record.
|
|
|
|
PERCENTAGE
|
FUND
|
|
NAME AND
ADDRESS
|
|
OF
OWNERSHIP
|
SA U.S. Fixed Income
Fund
|
|
[ ]
|
|
[
]%
|
SA Global Fixed Income Fund
|
|
[ ]
|
|
[ ]%
|
SA U.S. Core Market
Fund
|
|
[ ]
|
|
[
]%
|
SA U.S. Value Fund
|
|
[ ]
|
|
[ ]%
|
SA U.S. Small Company
Fund
|
|
[ ]
|
|
[
]%
|
SA International Value Fund
|
|
[ ]
|
|
[
]%
|
25
|
|
|
|
PERCENTAGE
|
FUND
|
|
NAME AND ADDRESS
|
|
OF OWNERSHIP
|
SA International
Small Company Fund
|
|
[ ]
|
|
[
]%
|
SA Emerging Markets Value
Fund
|
|
[ ]
|
|
[ ]%
|
SA Emerging Markets
Value Fund
|
|
[ ]
|
|
[
]%
|
SA Real Estate Securities
Fund
|
|
[ ]
|
|
[
]%
|
INVESTMENT ADVISORY AND OTHER
SERVICES
The Trust has no employees. To conduct
its day-to-day activities, the Trust has hired a number of service providers.
Each service provider performs a specific function on behalf of the Trust, as
described below.
INVESTMENT ADVISER AND SUB-ADVISER
The Trust, on behalf of each Fund, has
entered into an Investment Advisory and Administrative Services Agreement (the
Investment Advisory Agreement) with the Adviser. The Adviser is an indirect,
wholly-owned subsidiary of Werba Reinhard, Inc., a U.S. company based in San
Jose, California. Werba Reinhard, Inc. is controlled by Eli Reinhard through his
sole ownership interest in Arcadia Loring Ward, LLC and Mr. Reinhards role as
the trustee of nine separate trusts administered for the benefit of Mr.
Reinhards family, each of which has an ownership interest in Werba Reinhard,
Inc.
The Investment Advisory Agreement has
an initial term of two years from its effective date with respect to a Fund and
continues in effect with respect to such Fund (unless terminated sooner) if its
continuance is specifically approved annually by (a) the vote of a majority of
the Independent Trustees, cast in person at a meeting called for the purpose of
voting on the 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 Investment Advisory Agreement is
terminable with respect to a Fund by a vote of the Board of Trustees or 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 60 days written notice to the Trust, as applicable. The Investment Advisory
Agreement terminates automatically in the event of its assignment (as defined in
the 1940 Act).
The Adviser acts as investment manager
to the Funds. The Adviser supervises and monitors the implementation of the
Funds investment programs by the Sub-Adviser. For the advisory services
provided, the table below indicates the annual fee rate the Adviser is entitled
to receive from each Fund computed daily and payable monthly as a percentage of
the average daily net assets of each Fund, pursuant to the Investment Advisory
Agreement, which was last amended on July 1, 2013.
|
|
Annual Fee Rate
|
Fund
|
|
(as a percentage of
average daily net assets)
|
SA U.S. Fixed Income Fund
|
|
0.20%
|
SA Global Fixed Income Fund
|
|
0.30%
|
SA U.S. Core Market Fund
|
|
0.50%
|
SA U.S. Value Fund
|
|
0.50%
|
SA U.S. Small Company Fund
|
|
0.50%
|
SA International Value Fund
|
|
0.60%
|
SA International Small Company
Fund
|
|
0.60%
|
SA Emerging Markets Value Fund
|
|
0.60%
|
SA Real Estate Securities
Fund
|
|
0.50%
|
The Adviser oversees the administration
of the Trusts business and affairs and provides certain services required for
effective administration of the Trust. For the administrative services provided,
the Adviser is entitled to a fee from each Fund computed daily and payable
monthly at the annual rate of 0.10% of the average daily net assets of each
Fund.
26
In addition to the fees for advisory
and administrative services, the Trust pays the Adviser the fees of the
Sub-Adviser. The Adviser in turn pays these fees to the Sub-Adviser.
The Adviser has contractually agreed,
pursuant to a Fee Waiver and Expense Reimbursement Letter Agreement (the Fee
Waiver Agreement), which was last amended on October 28, 2011, to waive the
fees payable to it under the Investment Advisory Agreement and/or to reimburse
the operating expenses allocated to a Fund to the extent the Funds operating
expenses (excluding interest, taxes, brokerage commissions, acquired fund fees
and expenses, and extraordinary expenses) exceed, in the aggregate, the rate per
annum, as set forth below. The Fee Waiver Agreement will remain in effect until
October 28, 2021, at which time it may be continued, modified or eliminated and
net expenses will be adjusted as necessary.
|
|
Expense Limitation
|
Fund
|
|
(as a percentage of
average daily net assets)
|
SA U.S. Fixed Income Fund
|
|
0.65%
|
SA Global Fixed Income Fund
|
|
0.80%
|
SA U.S. Core Market Fund
|
|
1.00%
|
SA U.S. Value Fund
|
|
1.05%
|
SA U.S. Small Company Fund
|
|
1.20%
|
SA International Value Fund
|
|
1.35%
|
SA International Small Company
Fund
|
|
1.10%
|
SA Emerging Markets Value Fund
|
|
1.45%
|
SA Real Estate Securities
Fund
|
|
1.00%
|
Under the Investment Advisory
Agreement, the Adviser may elect to recapture any amounts waived or reimbursed
subject to the following conditions: (1) any recapture must be made within three
years from the end of the year in which the waiver/reimbursement is made, (2)
the Board of Trustees must approve the recapture, (3) recapture will be
permitted if, and to the extent that, the Fund does not exceed its operating
expense limitation after giving effect to the recapture and (4) the Adviser may
not request or receive any recapture for the reductions and waivers before
payment of the relevant Funds operating expenses for the current year.
The Adviser and the Trust have entered
into an Investment Sub-Advisory Agreement (the Sub-Advisory Agreement) with
the Sub-Adviser, which was last amended effective December 31, 2009. Under the
terms of the Sub-Advisory Agreement, the Sub-Adviser provides sub-advisory
services to each Fund. Subject to the supervision of the Adviser, the
Sub-Adviser is responsible for the management of all assets of the Funds,
including decisions regarding purchases and sales of portfolio securities by the
Funds. The 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.
Dimensional Holdings Inc. ("Dimensional
Holdings") is the general partner of the Sub-Adviser, and directly and
indirectly, owns all of the partnership interest of the Sub-Adviser. David G.
Booth and Rex A. Sinquefield, directors and/or officers of Dimensional Holdings,
and shareholders of more than 50% of Dimensional Holdings outstanding stock,
may be deemed controlling persons of the Sub-Adviser.
For the sub-advisory services it
provides to each Fund (other than SA International Small Company Fund),
Dimensional is entitled to a fee computed daily and payable monthly at an annual
rate based on each Funds average daily net assets as set forth below. Because
the Sub-Adviser receives administration fees from the DFA Portfolio in which SA
International Small Company Fund invests and investment advisory fees from the
DFA Portfolios Underlying Funds, Dimensional has agreed that it will not
receive a sub-advisory fee for its services to SA International Small Company
Fund. In addition, the Sub-Adviser will not receive any sub-advisory fee for its
sub-advisory services to SA U.S. Core Market Fund with respect to the Funds
assets invested in the U.S. Micro Cap Portfolio. For its management services,
the Sub-Adviser receives an investment advisory fee from the U.S. Micro Cap
Portfolio.
27
|
|
Annual Fee
Rate
|
Fund
|
|
(as a percentage of average daily
net assets)
|
SA U.S. Fixed Income
Fund
|
|
0.10%
|
SA Global Fixed Income Fund
|
|
0.05%
|
SA U.S. Core Market
Fund
|
|
0.05%
|
SA U.S. Value Fund
|
|
0.10%
|
SA U.S. Small Company
Fund
|
|
0.35%
|
SA International Value Fund
|
|
0.20%
|
SA Emerging Markets
Value Fund
|
|
0.50%
|
SA Real Estate Securities
Fund
|
|
0.15%
|
The Sub-Advisory Agreement has an
initial term of two years from its effective date with respect to a Fund and
continues in effect with respect to such Fund (unless terminated sooner) if its
continuance is specifically approved annually by (a) the vote of a majority of
the Independent Trustees, cast in person at a meeting called for the purpose of
voting on the 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 Sub-Advisory Agreement is terminable by a
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 Sub-Adviser. The Adviser and the
Sub-Adviser may also terminate the Sub-Advisory Agreement as to all Funds on not
less than one years written notice to the Trust. The Sub-Advisory Agreement
terminates automatically in the event of its assignment (as defined in the 1940
Act).
Set forth below are the gross advisory
and sub-advisory fees for the Funds and the advisory and sub-advisory fees
waived or reimbursed for the periods indicated.
|
|
Fiscal Year
|
|
Fiscal Year
|
|
Fiscal Year
|
|
|
Ended June 30, 2013
|
|
Ended June 30, 2012
|
|
Ended June 30, 2011
|
|
|
|
|
Advisory/
|
|
|
|
Advisory/
|
|
|
|
Advisory/
|
|
|
Gross
|
|
Sub-
|
|
Gross
|
|
Sub-
|
|
Gross
|
|
Sub-
|
|
|
Advisory/
|
|
Advisory
|
|
Advisory/
|
|
Advisory
|
|
Advisory/
|
|
Advisory
|
|
|
Sub-
|
|
Fees
|
|
Sub-
|
|
Fees
|
|
Sub-
|
|
Fees
|
|
|
Advisory
|
|
Waived/
|
|
Advisory
|
|
Waived/
|
|
Advisory
|
|
Waived/
|
Fund
|
|
|
Fees
|
|
Reimbursed
|
|
Fees
|
|
Reimbursed
|
|
Fees
|
|
Reimbursed
|
SA U.S. Fixed
Income
Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
1,221,905
|
|
$
|
614,326
|
|
$
|
1,082,226
|
|
$
|
666,067
|
SA Global Fixed Income
Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
1,962,351
|
|
$
|
23,901
|
|
$
|
3,414,634
|
|
$
|
1,509,521
|
SA U.S. Core
Market
Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
2,364,292
|
|
$
|
347,861
|
|
$
|
2,656,033
|
|
$
|
726,593
|
SA U.S. Value Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
1,925,125
|
|
$
|
346,997
|
|
$
|
2,184,123
|
|
$
|
616,019
|
SA U.S. Small
Company
Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
2,175,136
|
|
$
|
604,296
|
|
$
|
2,456,856
|
|
$
|
888,650
|
SA International Value
Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
3,853,353
|
|
$
|
0
|
|
$
|
4,320,623
|
|
$
|
0
|
SA International
Small
Company Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
1,302,055
|
|
$
|
166,407
|
|
$
|
1,395,626
|
|
$
|
188,413
|
SA Emerging Markets
Value Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
853,134
|
|
$
|
482,250
|
|
$
|
844,816
|
|
$
|
463,663
|
SA Real Estate
Securities
Fund
|
|
$
|
[ ]
|
|
$
|
[ ]
|
|
$
|
567,589
|
|
$
|
342,476
|
|
$
|
538,609
|
|
$
|
417,871
|
28
Set forth below are the fees paid to
the Adviser, in its capacity as the administrator, for the periods indicated.
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
Fund
|
|
June 30, 2013
|
|
June 30,
2012
|
|
June 30,
2011
|
SA U.S. Fixed Income Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
349,116
|
|
|
|
$
|
273,308
|
|
SA
Global Fixed Income Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
560,672
|
|
|
|
$
|
506,976
|
|
SA U.S. Core Market Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
396,560
|
|
|
|
$
|
385,473
|
|
SA
U.S. Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
296,173
|
|
|
|
$
|
294,062
|
|
SA U.S. Small Company Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
241,682
|
|
|
|
$
|
247,440
|
|
SA
International Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
453,336
|
|
|
|
$
|
508,309
|
|
SA International Small Company
Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
200,316
|
|
|
|
$
|
214,712
|
|
SA
Emerging Markets Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
74,186
|
|
|
|
$
|
73,462
|
|
SA Real Estate Securities Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
81,084
|
|
|
|
$
|
67,984
|
|
The Adviser and the Trust have received
exemptive relief from the SEC that permits the Adviser to enter into investment
sub-advisory agreements with sub-advisers without obtaining shareholder
approval. The Adviser, subject to the review and approval of the Board of
Trustees of the Trust, is permitted to appoint sub-advisers for the Funds and
supervise and monitor the performance of each sub-adviser. The exemptive relief
also permits the Adviser, subject to approval by the Board, to terminate and
replace sub-advisers or amend sub-advisory agreements without shareholder
approval when the Adviser and the Trustees believe such action will benefit a
Fund and its shareholders. As of the date of this SAI, only SA U.S. Fixed Income
Fund, SA Emerging Markets Value Fund and SA Real Estate Securities Fund may rely
on this exemptive relief. The other Funds may not rely on this exemptive relief
and must obtain shareholder approval to take such actions.
The following individuals are
affiliated persons of the Trust and of the Adviser: Alexander B. Potts, Michael
Clinton, Christopher D. Stanley, Joni Clark and Marcy Tsagarakis. The capacities
in which each such individual is affiliated with the Trust and the Adviser is
set forth above under Trustees and Officers.
The Adviser may, from time to time, pay
certain financial intermediaries an administrative and service fee for services
provided by these financial intermediaries in connection with educating and
servicing investors who purchase shares of the Funds. Shareholders who purchase
or redeem shares of the Funds through an account at a securities firm or other
financial intermediaries may be charged transaction fees by that financial
intermediary. Under certain circumstances, the Adviser rather than the
shareholder, may pay the financial intermediary such transaction fees. The
Adviser will make such payments out of its own resources and without additional
cost to the Funds or their shareholders.
DISTRIBUTOR
Loring Ward Securities Inc. acts as the
distributor for the Trust and has entered into a best efforts distribution
agreement with the Trust, under which the Distributor, as agent, sells shares of
each Fund on a continuous basis. The Distributors principal office is located
at 3055 Olin Avenue, Suite 2000, San Jose, California 95128. The Distributor is
an affiliate of the Adviser. The Distributor receives no compensation from the
Funds for distribution of the Funds shares.
Alexander B. Potts, Michael Clinton,
Christopher D. Stanley, Joni Clark and Marcy Tsagarakis are affiliated persons
of the Trust and of the Distributor.
SHAREHOLDER SERVICING AGENT
Under a Shareholder Service Agreement
with the Trust, the Adviser acts as a Shareholder Servicing Agent and 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; making available 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. For these services, the Adviser is paid a service fee that
is calculated daily and paid monthly at the annual
rate of 0.25% of the average daily net assets of each Fund. The reports
and other information mentioned above are available to shareholders and may be
obtained by calling (800) 366-7266.
29
The table below sets forth the fees
paid to the Shareholder Servicing Agent for the periods indicated.
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
Fund
|
June 30, 2013
|
|
June 30,
2012
|
|
June 30,
2011
|
SA U.S. Fixed Income Fund
|
|
$
|
[ ]
|
|
|
|
$
|
872,789
|
|
|
|
$
|
683,271
|
|
SA
Global Fixed Income Fund
|
|
$
|
[ ]
|
|
|
|
$
|
1,401,679
|
|
|
|
$
|
1,267,439
|
|
SA U.S. Core Market Fund
|
|
$
|
[ ]
|
|
|
|
$
|
991,400
|
|
|
|
$
|
963,683
|
|
SA
U.S. Value Fund
|
|
$
|
[ ]
|
|
|
|
$
|
740,433
|
|
|
|
$
|
735,154
|
|
SA U.S. Small Company Fund
|
|
$
|
[ ]
|
|
|
|
$
|
604,204
|
|
|
|
$
|
618,600
|
|
SA
International Value Fund
|
|
$
|
[ ]
|
|
|
|
$
|
1,133,339
|
|
|
|
$
|
1,270,772
|
|
SA International Small Company
Fund
|
|
$
|
[ ]
|
|
|
|
$
|
500,790
|
|
|
|
$
|
536,779
|
|
SA
Emerging Markets Value Fund
|
|
$
|
[ ]
|
|
|
|
$
|
185,464
|
|
|
|
$
|
183,656
|
|
SA Real Estate Securities Fund
|
|
$
|
[ ]
|
|
|
|
$
|
202,710
|
|
|
|
$
|
169,961
|
|
30
SUB-ADMINISTRATOR
State Street Bank and Trust Company
(State Street), whose principal business address is 801 Pennsylvania Avenue,
Kansas City, MO 64105, serves as the sub-administrator for the Trust, pursuant
to a Second Amended and Restated Sub-Administration Agreement with State Street
(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 Funds 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 SEC. For providing these services, State
Street received a fee that, prior to September 1, 2011, was calculated daily and
paid monthly at an annual rate based on the average daily net assets of the
Funds as follows: 0.02% on the first $1.5 billion of net assets and 0.0175% on
net assets over $1.5 billion with a minimum annual charge of $68,700 per Fund.
In addition, State Street received $5,000 per Fund, per year except for the SA
International Small Company Fund, for which State Street received $2,000 per
year, for performing additional services related to the preparation of the
Schedule of Investments on Form N-Q.
As of September 1, 2011, State Street
receives a fee calculated daily and paid monthly at an annual rate based on the
aggregate average daily net assets of the Trust as follows: 0.0175% of the first
$1.5 billion of net assets and 0.015% of net assets over $1.5 billion. There is
a minimum annual charge of $70,000 per fund except for SA International Small
Company Fund, which is subject to a minimum annual fee of $50,000.
Fees are calculated for the fund
complex and then allocated to the Funds based upon each Funds total net assets,
which may cause a Fund to pay less than the minimum annual charge.
The table below sets forth the fees
paid by the Trust to State Street, in its capacity as the sub-administrator, for
the periods indicated.
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
Fund
|
|
June 30, 2013
|
|
June 30,
2012
|
|
June 30,
2011
|
SA U.S. Fixed Income Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
80,490
|
|
|
|
$
|
70,972
|
|
SA
Global Fixed Income Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
129,730
|
|
|
|
$
|
126,922
|
|
SA U.S. Core Market Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
91,293
|
|
|
|
$
|
97,568
|
|
SA
U.S. Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
68,200
|
|
|
|
$
|
75,889
|
|
SA U.S. Small Company Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
55,752
|
|
|
|
$
|
64,872
|
|
SA
International Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
105,148
|
|
|
|
$
|
126,493
|
|
SA International Small Company
Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
46,418
|
|
|
|
$
|
53,371
|
|
SA
Emerging Markets Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
17,188
|
|
|
|
$
|
22,705
|
|
SA Real Estate Securities Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
18,554
|
|
|
|
$
|
21,507
|
|
CUSTODIAN
State Street, John Adams Building, 1776
Heritage Drive, North Quincy, MA 02171 is the custodian of each Funds assets
pursuant to a Custodian Contract with the Trust. State Street is also the
custodian with respect to the custody of foreign securities held by the Funds.
Under the Custodian Contract, State Street (i) holds and transfers portfolio
securities 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 each Funds securities and (iv) makes periodic
reports to the Board of Trustees concerning the Funds operations.
31
TRANSFER AND DIVIDEND-DISBURSING
AGENT
The Trust has hired State Street to
serve as the transfer and dividend-disbursing agent for the Funds. State Street
has in turn delegated the performance of these services to Boston Financial Data
Services, Inc., 2000 Crown Colony Drive, Quincy, MA 02169.
COUNSEL
The law firm of K&L Gates LLP, 1601
K Street, N.W., Washington, DC 20006, has passed upon certain legal matters in
connection with the shares offered by the Funds and serves as counsel to the
Trust.
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
[
], serves as the independent registered public accounting firm for the Trust,
providing audit and accounting services including examination of each Funds
annual financial statements, assistance and consultation with respect to the
preparation of filings with the SEC, and review of income tax returns and excise
tax returns (if any).
PORTFOLIO MANAGERS
In accordance with the team approach
used to manage the Funds, the portfolio managers and portfolio traders implement
the policies and procedures established by the Investment Committee of
Dimensional. The portfolio managers and portfolio traders also make daily
investment decisions regarding the Funds including running buy and sell programs
based on the parameters established by the Investment Committee. The portfolio
managers named below coordinate the efforts of all other portfolio managers with
respect to the day-to-day management of each category of Funds
indicated.
Domestic Equity
Funds
(includes SA U.S. Core Market Fund, SA U.S. Value Fund, SA U.S.
Small Company Fund and SA Real Estate Securities Fund)
|
|
Joseph H. Chi, Jed
S.
Fogdall and Henry F.
Gray
|
|
International Equity
Funds
(includes SA International Value Fund, SA International Small
Company Fund and SA Emerging Markets Value Fund)
|
|
Joseph H. Chi, Jed
S.
Fogdall, Karen E. Umland
and Henry F. Gray
|
|
|
|
Fixed Income Funds
(includes
SA U.S. Fixed Income Fund and SA Global Fixed Income Fund)
|
|
Joseph F. Kolerich
and
David A. Plecha
|
Investments in Each
Portfolio
As of [June 30, 2013], Joseph H. Chi,
Jed S. Fogdall, Joseph F. Kolerich, David A. Plecha, Henry F. Gray and Karen E.
Umland and his or her immediate family did not own shares of any
Fund.
Description of Compensation
Structure
Portfolio managers receive a base
salary and bonus. Compensation of a portfolio manager is determined by
Dimensional and is based on a portfolio managers experience, responsibilities,
the perception of the quality of his or her work efforts and other subjective
factors. The compensation of portfolio managers is not directly based upon the
performance of the Funds or other accounts that the portfolio managers manage or
on the value of assets held in the Funds portfolios. Dimensional reviews the
compensation of each portfolio manager annually and may make modifications in
compensation as it deems necessary to reflect changes in the market. Each
portfolio managers compensation consists of the following:
Base
salary
. Each portfolio manager is paid a base
salary. Dimensional considers the factors described above to determine each
portfolio managers base salary.
Semi-Annual Bonus
. Each portfolio
manager may receive a bonus that is based on the factors described above. The
bonus is paid two times per year.
32
Portfolio managers may be awarded the
right to purchase restricted shares of the stock of Dimensional as determined
from time to time by the Board of Directors of Dimensional or its delegees.
Portfolio managers also participate in benefit and retirement plans and other
programs available generally to all employees.
In addition, portfolio managers are
given the option of participating in Dimensionals Long Term Incentive Plan. The
level of participation for eligible employees may be dependent on the overall
level of compensation, among other considerations. Participation in this program
is not based on or related to the performance of any individual strategies or
any particular client accounts.
Other Managed Accounts
In addition to the Funds, each
portfolio manager manages (1) other U.S. registered investment companies advised
or sub-advised by Dimensional, (2) other pooled investment vehicles that are not
U.S. registered mutual funds and (3) other accounts managed for organizations
and individuals. The following table sets forth information regarding the total
accounts for which each portfolio manager has the primary responsibility for
coordinating the day-to-day management responsibilities.
|
|
Number of Accounts
Managed and Total
|
Name of Portfolio
Manager
|
|
Assets by Category
as of June 30, 2013
|
Joseph H. Chi
|
|
[ ] U.S.
registered mutual funds with approximately $[ ] million
in total assets under management.
[ ] unregistered
pooled investment vehicles with approximately $[ ]
million in total assets under management.
[ ] other
accounts with approximately $[ ] million in total assets
under management. Out of these other accounts, [ ]
clients in separately managed accounts with total assets of approximately
$[ ] million pay a performance-based advisory fee.
|
|
|
|
Jed S. Fogdall
|
|
[ ] U.S. registered
mutual funds with approximately $[ ] million in total
assets under management.
[ ] unregistered
pooled investment vehicles with approximately $[ ]
million in total assets under management.
[ ] other
accounts with approximately $[ ] million in total assets
under management. Out of these other accounts, [ ]
clients in separately managed accounts with total assets of approximately
$[ ] million pay a performance-based advisory fee.
|
|
|
|
Joseph F. Kolerich
|
|
[ ] U.S.
registered mutual funds with approximately $[ ] million
in total assets under management.
[ ] unregistered
pooled investment vehicles with approximately $[ ]
million in total assets under management.
[ ] other
accounts with approximately $[ ] million in total assets
under management. Out of these other accounts, [ ]
clients in separately managed accounts with total assets of approximately
$[ ] million pay a performance-based advisory fee.
|
33
|
|
Number of Accounts
Managed and Total
|
Name of Portfolio
Manager
|
|
Assets by Category
as of June 30, 2013
|
David A. Plecha
|
|
[ ] U.S.
registered mutual funds with approximately $[ ] million
in total assets under management.
[ ] unregistered
pooled investment vehicles with approximately $[ ]
million in total assets under management.
[ ] other
accounts with approximately $[ ] million in total assets
under management. Out of these other accounts, [ ]
clients in separately managed accounts with total assets of approximately
$[ ] million pay a performance-based advisory fee.
|
|
|
|
Karen E. Umland
|
|
[ ] U.S.
registered mutual funds with approximately $[ ] million
in total assets under management.
[ ] unregistered
pooled investment vehicles with approximately $[ ]
million in total assets under management.
[ ] other
accounts with approximately $[ ] million in total assets
under management. Out of these other accounts, [ ]
clients in separately managed accounts with total assets of approximately
$[ ] million pay a performance-based advisory fee.
|
|
|
|
Henry F. Gray
|
|
[ ] U.S.
registered mutual funds with approximately $[ ] million
in total assets under management.
[ ] unregistered
pooled investment vehicles with approximately $[ ]
million in total assets under management.
[ ] other
accounts with approximately $[ ] million in total assets
under management. Out of these other accounts, [ ]
clients in separately managed accounts with total assets of approximately
$[ ] million pay a performance-based advisory fee.
|
Potential Conflicts of Interest
Actual or apparent conflicts of
interest may arise when a portfolio manager has the primary day-to-day
responsibilities with respect to more than one Fund and other accounts. Other
accounts include registered mutual funds (other than the Funds covered by this
SAI), other unregistered pooled investment vehicles, and other accounts managed
for organizations and individuals (collectively, Accounts). An Account may
have similar investment objectives to a Fund, or may purchase, sell or hold
securities that are eligible to be purchased, sold or held by a Fund. Actual or
apparent conflicts of interest include:
Time Management
. The management of multiple Funds and/or Accounts may result
in a portfolio manager devoting unequal time and attention to the management of
each Fund and/or Account. Dimensional seeks to manage such competing interests
for the time and attention of portfolio managers by having portfolio managers
focus on a particular investment discipline. Most Accounts managed by a
portfolio manager are managed using the same investment models that are used in
connection with the management of the Funds.
Investment
Opportunities
. It is possible that at times
identical securities will be held by more than one Fund and/or Account. However,
positions in the same security may vary, and the length of time that any Fund or
Account may choose to hold its investment in the same security may likewise
vary. If a portfolio manager identifies a limited investment opportunity that
may be suitable for more than one Fund or Account, a Fund may not be able to
take full advantage of that opportunity due to an allocation of filled purchase
or sale orders across all eligible Funds and Accounts. To deal with these
situations, Dimensional has adopted procedures for allocating portfolio
transactions across multiple Funds and Accounts.
34
Broker Selection
. With respect to securities transactions for the Funds,
Dimensional determines which broker to use to execute each order, consistent
with its duty to seek best execution of the transaction. However, with respect
to certain Accounts (such as separate accounts), Dimensional may be limited by
the client with respect to the selection of brokers or may be instructed to
direct trades through a particular broker. In these cases, Dimensional or its
affiliates may place separate, non-simultaneous transactions for a Fund and
another Account that may temporarily affect the market price of the security or
the execution of the transaction, or both, to the detriment of the Fund or the
Account.
Performance-Based
Fees
. For some Accounts, Dimensional may be
compensated based on the profitability of the Account, such as by a
performance-based management fee. These incentive compensation structures may
create a conflict of interest for Dimensional with regard to the Funds and
Accounts where Dimensional is paid based on a percentage of assets because the
portfolio manager may have an incentive to allocate securities preferentially to
the Accounts where Dimensional might share in investment gains.
Investment in an
Account
. A portfolio manager or his/her
relatives may invest in an Account that he or she manages, and a conflict may
arise because he or she may have an incentive to treat the Account in which the
portfolio manager or his/her relatives invest preferentially as compared to the
Funds and other Accounts for which they have portfolio management
responsibilities.
Dimensional has adopted certain
compliance procedures that are reasonably designed to address these types of
conflicts. However, there is no guarantee that such procedures will detect each
and every situation in which a conflict arises.
BROKERAGE ALLOCATIONS AND OTHER
PRACTICES
Subject to the general supervision of
the Board, the 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,
the 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 includes a dealers mark-up or
markdown.
The Sub-Adviser will place portfolio
transactions with a view to receiving the best price and execution.
Transactions may be placed with brokers
who provide the Sub-Adviser with investment research, such as reports concerning
individual issuers, industries and general economic and financial trends, and
other research services. The Sub-Advisory Agreement permits the Sub-Adviser to
cause the Funds to pay a broker or dealer that furnishes brokerage and research
services a higher commission than that which might be charged by another broker
or dealer for effecting the same transaction, provided that the Sub-Adviser
determines in good faith that such commission is reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either the particular transaction or the overall
responsibilities of the Sub-Adviser to the Funds.
Supplementary research information so
received is in addition to, and not in lieu of, services required to be
performed by the Sub-Adviser and does not reduce the sub-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 the Sub-Adviser exercises investment
discretion. 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.
35
Investment decisions for each Fund and
for other investment accounts managed by the Sub-Adviser are made independently
of each other in light of differing conditions. However, the same investment
decision may be made for two or more of such accounts. In such cases,
simultaneous transactions are inevitable. Purchases or sales are then averaged
as to price and allocated as to amount in a manner deemed equitable to each such
account. While in some cases this practice could have a detrimental effect on
the price or value of the security as far as a Fund is concerned, in other cases
it is believed to be beneficial to a Fund. To the extent permitted by law, the
Sub-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, the Sub-Adviser, the Distributor or any
affiliated person (as defined in the 1940 Act) of the foregoing entities except
to the extent permitted by SEC exemptive orders or by applicable law. A Fund
will not purchase securities during the existence of any underwriting or selling
group relating to such securities of which the Adviser, Sub-Adviser or any
affiliated person (as defined in the 1940 Act) thereof is a member except
pursuant to procedures adopted by the Trusts Board of Trustees in accordance
with Rule 10f-3 under the 1940 Act.
The table below sets forth the
aggregate dollar amount of brokerage commissions paid by the Funds for the
periods indicated:
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
Fund
|
|
June 30, 2013
|
|
June 30,
2012
|
|
June 30,
2011
|
SA U.S. Fixed Income Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
SA
Global Fixed Income Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
SA U.S. Core Market Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
23,233
|
|
|
|
$
|
29,960
|
|
SA
U.S. Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
33,625
|
|
|
|
$
|
78,791
|
|
SA U.S. Small Company Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
64,777
|
|
|
|
$
|
83,845
|
|
SA
International Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
130,765
|
|
|
|
$
|
140,170
|
|
SA International Small Company
Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
SA
Emerging Markets Value Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
25,863
|
|
|
|
$
|
15,144
|
|
SA Real Estate Securities Fund
|
|
|
$
|
[ ]
|
|
|
|
$
|
5,573
|
|
|
|
$
|
9,883
|
|
The substantial increases or decreases
in the amount of brokerage commissions paid by certain Funds from year to year
indicated in the foregoing table resulted from increases or decreases in the
amount of securities that were bought and sold by those Funds.
The Trust is required to identify the
amount of transactions and related commissions for any brokerage transaction
directed to a broker for research services during the last fiscal year. For the
fiscal year ending June 30, 2013, the Trust had $[ ] in brokerage transactions
directed to brokers for research services with $[ ] in related
commissions.
The Trust is required to identify the
securities of its or its parent companies regular brokers or dealers (as
defined in Rule 10b-1 under the 1940 Act) held by the Funds as of the close of
their most recent fiscal year and state the value of such holdings. As of June
30, 2013, the Trust held securities of the following regular brokers or dealers.
|
|
Market
Value
|
SA U.S. Fixed Income Fund
|
|
|
JP Morgan Chase
|
|
$[ ]
|
BNP Paribas
Securities Corp.
|
|
$[ ]
|
Royal Bank of Canada
|
|
$[ ]
|
36
|
|
Market
Value
|
SA Global Fixed Income
Fund
|
|
|
Royal Bank of Canada
|
|
$[ ]
|
Toronto Dominion Securities
|
|
$[ ]
|
|
SA U.S. Core Market
Fund
|
|
|
JP Morgan Chase
|
|
$[ ]
|
Goldman Sachs & Co.
|
|
$[ ]
|
Morgan Stanley & Co.
|
|
$[ ]
|
Jefferies & Co., Inc.
|
|
$[ ]
|
Citigroup Global Markets
|
|
$[ ]
|
|
SA U.S. Value
Fund
|
|
|
Morgan Stanley & Co.
|
|
$[ ]
|
JP Morgan Chase
|
|
$[ ]
|
Citigroup Global Markets
|
|
$[ ]
|
Goldman Sachs & Co.
|
|
$[ ]
|
|
SA U.S. Small Company
Fund
|
|
|
Investment Technology Group
|
|
$[ ]
|
|
SA International Value
Fund
|
|
|
Deutsche Bank Securities
|
|
$[ ]
|
Barclays Bank PLC
|
|
$[ ]
|
BNP Paribas Securities Corp.
|
|
$[ ]
|
Societe Generale London
Branch
|
|
$[ ]
|
Credit Suisse Securities (USA)
LLC
|
|
$[ ]
|
PORTFOLIO TURNOVER
Portfolio turnover may vary from year
to year, as well as within a year. High turnover rates may result in
comparatively greater brokerage expenses.
The table below sets forth the
portfolio turnover rates of each Fund for the periods noted:
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
Fund
|
|
|
June 30, 2013
|
|
June 30,
2012
|
SA U.S. Fixed Income Fund
|
|
[ ]%
|
|
|
95%
|
|
SA Global Fixed Income Fund
|
|
[ ]%
|
|
|
36%
|
|
SA U.S. Core Market Fund
|
|
[ ]%
|
|
|
6%
|
|
SA U.S. Value Fund
|
|
[ ]%
|
|
|
11%
|
|
SA U.S. Small Company Fund
|
|
[ ]%
|
|
|
14%
|
|
SA International Value Fund
|
|
[ ]%
|
|
|
22%
|
|
SA International Small Company
Fund
|
|
[ ]%
|
|
|
N/A
|
|
SA Emerging Markets Value Fund
|
|
[ ]%
|
|
|
13%
|
|
SA Real Estate Securities Fund
|
|
[ ]%
|
|
|
4%
|
|
INFORMATION CONCERNING
SHARES
The Trust is a Delaware statutory
trust. Under the Trusts 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 Trusts Board of Trustees has
authorized the issuance of an unlimited number of shares of beneficial
interest in the Trust, representing interests in nine separate series, each of
which is a Fund.
37
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 that are
available for distribution. Shareholders of a Fund are entitled to participate
in the net distributable assets of the particular Fund involved in liquidation,
based on the number of shares of the Fund that are held by each shareholder.
Shares of the Trust have non-cumulative
voting rights and, accordingly, the holders of a plurality of the Trusts
outstanding shares may elect all of the Trustees. Shares have no preemptive
rights and only such conversion and exchange rights as the Board may grant in
its discretion. When issued for payment as described in the Prospectus, shares
will be fully paid and non-assessable by the Trust.
Shareholder meetings to elect Trustees
will not be held unless and until such time as determined by the Trust or
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.
The Funds will be open on days that the
New York Stock Exchange (the NYSE) is open and will generally be closed on
days the NYSE is closed. As of the date of this SAI, the NYSE is scheduled to be
open Monday through Friday throughout the year except for days closed to
recognize New Years Day, Martin Luther King, Jr. Day, Washingtons Birthday,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day. Purchase and redemption requests will not be processed on days
the Funds are closed.
Retirement Plans.
Shares of any Fund may be purchased in connection with various
types of tax-advantaged retirement plans, including individual retirement
accounts (IRAs), Roth IRAs, 401(k) plans and simplified employee pension 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. An annual custodial fee is also charged on certain
retirement plans. This custodial fee is generally due by December 15 of each
year and may be paid by check or shares liquidated from a shareholders account.
In-Kind Purchases.
Payment for shares may, in the discretion of the 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. The Fund must also receive satisfactory
assurances that (i) it will have good and marketable title to the securities
received by it and (ii) the securities are in proper form for transfer to the
Fund.
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 SEC 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.
38
Other Redemption
Information.
The Funds reserve the right to
suspend or postpone redemptions during any period when (i) trading on the NYSE
is restricted by applicable rules and regulations of the SEC, (ii) the NYSE is
closed for other than customary weekend and holiday closings, (iii) the SEC has
by order permitted such suspension or postponement for the protection of the
shareholders or (iv) an emergency exists, making disposal of portfolio
securities or valuation of net assets of a Fund not reasonably practicable.
The Funds may involuntarily redeem an
investors shares if the total net asset value of such investors holding in the
Funds is less than $10,000, provided that involuntary redemptions will not
result from fluctuations in the value of an investors shares. A notice of
redemption, sent by first-class mail to the investors 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.
Abandoned Property.
It is the responsibility of a shareholder to ensure that the
Trust maintains a correct address for the shareholders account(s). An incorrect
address may cause a shareholders account statements and other mailings to be
returned to the Trust. If the Trust is unable to locate the shareholder, then it
will determine whether the shareholders account has legally been abandoned. The
Trust is legally obligated to escheat (or transfer) abandoned property to the
appropriate states unclaimed property administrator in accordance with
statutory requirements. The shareholders last known address of record
determines which state has jurisdiction.
TAXES
The following section summarizes
certain federal income and excise tax considerations generally affecting the
Funds and their shareholders that are not described in the Prospectus. No
attempt is made to present a detailed explanation of the tax treatment of the
Funds or their shareholders, and the discussion here and in the Prospectus is
not intended as a substitute for careful tax planning. This discussion is based
upon provisions of the Code, the regulations promulgated thereunder, and
judicial and administrative authorities as of the date of this SAI, all of which
are subject to change, which 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 thereof arising under the laws of any state, locality, foreign
country or other taxing jurisdiction.
TAX STATUS OF THE FUNDS
Each Fund (which is treated as a
separate corporation for federal tax purposes) intends to continue to qualify to
be taxed each taxable year as a regulated investment company under Subchapter M
of Chapter 1 of Subtitle A of the Code (RIC). As such, a Fund will not be
subject to federal income tax on its net investment income and realized net
capital gains that it distributes to its shareholders, provided that it
distributes at least 90% of its investment company taxable income (if any) --
consisting generally of net investment income, the excess of net short-term
capital gain over net long-term capital loss (net short-term capital gain),
and net gains and losses from certain foreign currency transactions, if any, all
determined without regard to any deductions for dividends paid -- for the
taxable year (the Distribution Requirement) and satisfies certain other
requirements of the Code that are described below. Distributions of investment
company taxable income made during a taxable year or, under specified
circumstances, within twelve months after the close of a taxable year will
satisfy the Distribution Requirement for that year.
In addition to satisfying the
Distribution Requirement, each Fund must derive at least 90% of its gross income
each taxable year from (a) dividends, interest, payments with respect to certain
securities loans, and gains from the sale or other disposition of stock,
securities, or foreign currencies or other income
(including gains from options, futures, or forward contracts) derived
with respect to its business of investing in stock, securities, or those
currencies or (b) net income from an interest in a "qualified publicly traded
partnership" ("QPTP") (the Income Requirement).
39
Moreover, at the close of each quarter
of its taxable year, (1) at least 50% of the value of a Funds assets must
consist of cash and cash items, government securities, securities of other RICs
and securities of other issuers limited, in respect of any one issuer, to not
more than 5% of the value of its total assets and not more than 10% of the
outstanding voting securities of such issuer (equity securities of QPTPs being
considered voting securities for these purposes), and (2) no more than 25% of
the value of a Funds total assets may be invested in (a) the securities (other
than government securities or securities of other RICs) of any one issuer, (b)
the securities (other than securities of other RICs) of two or more issuers the
Fund controls that are determined to be engaged in the same, similar or related
trades or businesses,
or (c) the securities of one or more QPTPs (the
"Diversification Requirements"). A QPTP is defined as a publicly traded
partnership (generally, a partnership the interests in which are "traded on an
established securities market" or are "readily tradable on a secondary market
(or the substantial equivalent thereof)") other than a partnership at least 90%
of the gross income of which satisfies the Income Requirement.
If, for any taxable year, any Fund did
not qualify for treatment as a RIC, all of its taxable income would be subject
to tax at regular corporate rates without any deduction for distributions to its
shareholders. In that event, all distributions, including distributions of net
capital gain (as defined below), would be taxable to the shareholders as
ordinary income to the extent of the Funds current and accumulated earnings and
profits (except that, for individual shareholders and certain other
non-corporate shareholders (each, an individual shareholder), the part thereof
that is QDI, see below, would be subject to federal income tax at the rates for
net capital gain generally, a maximum of 15% for a single shareholder with
taxable income not exceeding $400,000 ($450,000 for married shareholders filing
jointly) and 20% for individual shareholders with taxable income exceeding those
respective amounts (which will be adjusted for inflation annually after 2013);
those distributions also would be eligible for the dividends-received deduction
for corporate shareholders under certain circumstances.
Although each Fund expects to continue
to qualify for treatment as a RIC and thereby be relieved of all or
substantially all federal income tax, a Fund may be subject to the tax laws of
states or 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.
Amounts not distributed on a timely
basis in accordance with a calendar year distribution requirement are subject to
a nondeductible 4% excise tax (the 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 (
i.e.
, not taking into account any
capital gains or losses) for the calendar year, (2) at least 98.2% of its
capital gains in excess of its capital losses (adjusted for certain ordinary
losses, as prescribed by the Code) for the one-year period ending on October 31
of the calendar year, and (3) any ordinary income and capital gains for previous
years that were not distributed during those years. Each Fund intends to make
its distributions in accordance with this requirement so as to avoid liability
for the Excise Tax.
TAXATION OF FUND DISTRIBUTIONS
Each Fund may report distributions of
investment income it derives from dividends of most U.S. corporations
(excluding, in general, most dividends from REITs) and some foreign corporations
as QDI, provided that certain holding period and other requirements are met by
the Fund. Fund dividends reported as QDI will be taxed in the hands of an
individual shareholder at the rates applicable to net capital gain (described
above), provided the shareholder meets the same holding period and other
requirements with respect to the shares on which the Fund dividends were
paid.
In the case of corporate shareholders,
Fund distributions for any taxable year generally will qualify for the
dividends-received deduction to the extent of the amount of dividends the Fund
received from domestic corporations for the year and if certain holding period
requirements are met.
40
Distributions of (1) interest income a
Fund earns from investments in debt securities and (2) any net short-term
capital gain will be taxable to its shareholders as ordinary income and will not
be eligible for the maximum rates applicable to QDI or the dividends-received
deduction available to corporations.
Each Fund intends to distribute to its
shareholders any excess of net long-term capital gain over net short-term
capital loss (net capital gain) for each taxable year. Such a distribution is
taxable to shareholders as gain from the sale or exchange of a capital asset
held for more than one year, subject to the maximum federal income tax rates of
15% and 20% described above for an individual shareholder, regardless of the
length of time the shareholder has held his or her Fund shares and regardless of
whether the distribution is paid in cash or reinvested in shares. Capital gain
distributions are not eligible for the dividends-received deduction.
A distribution will be treated as paid
(and received by shareholders) on December 31 if it is declared by a Fund in
October, November or December with a record date in such a month and paid by the
Fund during the following January.
Shareholders of a Fund will be advised
annually on Forms 1099 as to the federal income tax character of distributions
the Fund made. After calendar year-end, however, REITs can and often do change
the category (
e.g.
, ordinary income dividend, capital gain distribution or return of
capital) of the distributions they have made during that year, which would
result at that time in SA Real Estate Securities Funds also having to
re-categorize some of the distributions it made to its shareholders. Those
changes would be reflected in that Funds Forms 1099. Although those forms
generally will be distributed in February of each year, that Fund may, in one or
more years, request from the Internal Revenue Service (the Service) an
extension of time to distribute those forms until mid-March to enable it to
receive the latest information it can from the REITs in which it invests and
thereby accurately report that information to its shareholders on a single form
(rather than having to send them amended forms).
Dividends a Fund pays to a nonresident
alien individual, foreign corporation or partnership, or foreign trust or estate
(each, a foreign shareholder), other than (1) dividends paid to a foreign
shareholder whose ownership of the Funds shares is effectively connected with a
U.S. trade or business the shareholder conducts and (2) capital gain
distributions paid to a nonresident alien individual who is physically present
in the United States for no more than 182 days during the taxable year,
generally will be subject to a federal withholding tax of 30% (or lower treaty
rate). Two categories of dividends, however, "interest-related dividends" and
"short-term capital gain dividends," if reported by a Fund in writing to its
shareholders, will be exempt from that tax. "Interest-related dividends" are
dividends that are attributable to "qualified net interest income"
(
i.e.
,
"qualified interest income," which generally consists of certain original issue
discount ("OID"), interest on obligations "in registered form," and interest on
deposits, less allocable deductions). "Short-term capital gain dividends" are
dividends that are attributable to qualified short-term gains (
i.e.
, net short-term
capital gain, computed with certain adjustments). The exemption from withholding
tax will apply to interest-related dividends and short-term capital gain
dividends a Fund pays to foreign shareholders, with certain exceptions, only
with respect to Fund taxable years beginning before January 1, 2014
(
i.e.
, each
Funds current taxable year), unless the period for the exemptions
applicability is extended by legislation, which has occurred frequently.
TAXATION OF DISPOSITION OF SHARES
On a redemption or exchange of Fund
shares, a shareholder will realize a taxable gain or loss depending on 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 shareholders hands and will be
long-term or short-term, depending on the shareholders holding period for the
shares. Any loss realized on a redemption or exchange will be disallowed to the
extent the shares that are disposed of are replaced (including through
reinvestment of distributions) within a period of 61 days beginning 30 days
before and ending 30 days after the disposition. In such a case, the basis in
the shares acquired will be adjusted to reflect the disallowed loss. Any loss a
shareholder realizes on the sale of Fund shares held for six months or less will
be treated as a long-term capital loss to the extent of any distributions of net
capital gain with respect to those shares.
41
A shareholders basis in shares of a
Fund that he or she acquires after December 31, 2011 (Covered Shares), will be
determined in accordance with the Funds default method, which is average basis,
unless the shareholder affirmatively elects in writing (which may be electronic)
to use a different acceptable basis determination method, such as a specific
identification method. The basis determination method a Fund shareholder elects
(or the default method) may not be changed with respect to a redemption of
Covered Shares after the settlement date of the redemption.
In addition to the requirement to
report the gross proceeds from the sale of Fund shares, each Fund (or its
administrative agent) also must report to the Service and furnish to its
shareholders the basis information for Covered Shares and indicate whether they
had a short-term (one year or less) or long-term (more than one year) holding
period. Fund shareholders should consult with their tax advisors to determine
the best Service-accepted basis determination method for their tax situation and
to obtain more information about how the basis reporting law applies to
them.
TAXATION OF FOREIGN INVESTMENTS
Dividends and interest a Fund receives,
and gains it realizes, on foreign securities may be subject to income,
withholding, or other taxes foreign countries and U.S. possessions impose
(foreign taxes) that would reduce the yield and/or total return on its
investments. Tax conventions between certain countries and the United States may
reduce or eliminate foreign taxes, however, and many foreign countries do not
impose taxes on capital gains in respect of investments by foreign investors.
In the cases of SA Global Fixed Income
Fund, SA International Value Fund, SA Emerging Markets Value Fund and SA
International Small Company Fund (each, an International Fund), if more than
50% of the value of its total assets (in the last Funds case, indirectly
through its share of the DFA Portfolios indirect investments in the Underlying
Funds assets) at the close of any taxable year consists of stock or securities
of foreign corporations, it will be eligible to, and may, file an election with
the Service that would enable its shareholders, in effect, to benefit from any
foreign tax credit or deduction available with respect to any foreign taxes it
directly or indirectly (through the DFA Portfolio and the Underlying Funds)
pays. Pursuant to the election, an International Fund would treat those taxes as
dividends paid to its shareholders and each shareholder (1) would be required to
include in gross income, and treat as paid by the shareholder, the shareholders
proportionate share of those taxes, (2) would be required to treat that share of
those taxes and of any dividend the International Fund paid that represents
income from foreign or U.S. possessions sources (foreign-source income) as the
shareholders own income from those sources and (3) could either use the
foregoing information in calculating the foreign tax credit against the
shareholders federal income tax or, alternatively, deduct the foreign taxes
deemed paid by the shareholder in computing taxable income. If an International
Fund makes this election, it will report to its shareholders shortly after each
taxable year their respective shares of the foreign taxes and foreign-source
income it directly or indirectly paid and earned, respectively. Each of SA
International Value Fund and SA Emerging Markets Value Fund has, for prior
taxable years, filed this election with the Service.
Individuals who have no more than $300
($600 for married persons filing jointly) of creditable foreign taxes included
on Forms 1099 and all of whose foreign source income is qualified passive
income may elect each year to be exempt from the extremely complicated foreign
tax credit limitation, in which event they would be able to claim a foreign tax
credit without having to file the detailed Form 1116 that otherwise is required.
A shareholder will not be entitled to credit or deduct its allocable portions of
foreign taxes an International Fund directly or indirectly paid if the
shareholder has not held Fund shares for at least 16 days during the 30-day
period beginning 15 days before the ex-distribution date for those shares. The
minimum holding period will be extended if the shareholder's risk of loss with
respect to those shares is reduced by reason of holding an offsetting position.
No deduction for foreign taxes may be claimed by a shareholder who does not
itemize deductions. A foreign shareholder may not deduct or claim a credit for
foreign taxes in determining its federal income tax liability unless
International Fund dividends paid to it are effectively connected with its
conduct of a U.S. trade or business.
An International Fund may invest in
shares of one or more passive foreign investment companies (PFICs) either
directly or, in the case of SA International Small Company Fund, indirectly
(through the DFA Portfolio and the Underlying Funds). In general, a foreign
corporation (other than a controlled foreign corporation) is a PFIC if at
least one-half of its assets produce or are held for the production of passive
income or 75% or more of its gross income for the taxable year is passive. Under
certain
circumstances, an International Fund will
be subject to federal income tax on a portion of any excess distribution it
receives, directly or indirectly, on the stock of a PFIC or of any gain on its
direct or indirect disposition of that stock (collectively, PFIC income), plus
interest thereon, even if the Fund distributes the PFIC income as a dividend to
its shareholders. The balance of the PFIC income will be included in the Funds
investment company taxable income and, accordingly, will not be taxable to the
extent it distributes that income to its shareholders. Fund distributions
thereof will not be eligible for the maximum federal income tax rates on
shareholders QDI described above.
42
If an International Fund (which term,
for purposes of this and the following paragraph and the first sentence of the
paragraph after that, includes the DFA Portfolio and an Underlying Fund, where
applicable) elects to treat a PFIC as a qualified electing fund (QEF), then
in lieu of the foregoing tax and interest obligation, the International Fund
would be required to include in income each year its
pro rata
share of the QEFs annual
ordinary earnings and net capital gain which the International Fund likely
would have to distribute to satisfy the Distribution Requirement and avoid
imposition of the Excise Tax even if the QEF did not distribute those earnings
and gain to the International Fund. In most instances it will be very difficult,
if not impossible, to make this election because of certain requirements
thereof.
An International Fund also may elect to
mark to market its stock in any PFIC. Marking-to-market, in this context,
means including in ordinary income each taxable year the excess, if any, of the
fair market value of the stock over the adjusted basis therein as of the end of
that year. Pursuant to the election, a deduction (as an ordinary, not a capital,
loss) also would be allowed for the excess, if any, of the holders adjusted
basis in PFIC stock over the fair market value thereof as of the taxable
year-end, but only to the extent of any net mark-to-market gains with respect to
that stock included in income for prior taxable years under the election. The
adjusted basis in each PFICs stock subject to the election would be adjusted to
reflect the amounts of income included and deductions taken thereunder.
Investors should be aware that an
International Fund may not be able, at the time it acquires a foreign
corporation's shares, to ascertain whether the corporation is a PFIC and that a
foreign corporation may become a PFIC after an International Fund acquires
shares therein. While each International Fund generally will (and SA
International Small Company Fund expects that the DFA Portfolio and the
Underlying Funds generally will) seek to avoid investing in PFIC shares to avoid
the tax consequences detailed above, there are no guarantees that each of them
will be able to do so, and each International Fund reserves the right to make
such investments as a matter of its investment policy.
Gains or losses (1) from the
disposition of foreign currencies, including forward contracts, (2) except in
certain circumstances, from options and forward contracts on foreign currencies
(and on financial instruments involving foreign currencies) and from notional
principal contracts (
e.g.
, swaps, caps, floors, and collars) involving payments
denominated in foreign currencies, (3) on the disposition of each
foreign-currency-denominated debt security that are attributable to fluctuations
in the value of the foreign currency between the dates of acquisition and
disposition of the security, and (4) that are attributable to exchange rate
fluctuations between the time an International Fund accrues interest, dividends
or other receivables or expenses or other liabilities denominated in a foreign
currency and the time it actually collects the receivables or pays the
liabilities, generally will be treated as ordinary income or loss. These gains
or losses will increase or decrease the amount of an International Funds
investment company taxable income to be distributed to its shareholders as
ordinary income, rather than affecting the amount of its net capital gain.
TAXATION OF REAL ESTATE INVESTMENTS
SA Real Estate Securities Fund may
invest in REITs that (1) hold residual interests in real estate mortgage
investment conduits (REMICs) or (2) engage in mortgage securitization
transactions that cause the REITs to be taxable mortgage pools (TMPs) or have
a qualified REIT subsidiary that is a TMP. A portion of the net income allocable
to REMIC residual interest holders may be an excess inclusion. The Code
authorizes the issuance of regulations dealing with the taxation and reporting
of excess inclusion income of REITs and RICs that hold residual REMIC interests
and of REITs, or qualified REIT subsidiaries, that are TMPs. Although those
regulations have not yet been issued, the U.S. Treasury Department and the
Service have issued a notice (the Notice) announcing that, pending the issuance of further guidance, the
Service would apply the principles in the following paragraphs to all excess
inclusion income, whether from REMIC residual interests or TMPs.
43
The Notice provides that a REIT must
(1) determine whether it or its qualified REIT subsidiary (or a part of either)
is a TMP and, if so, calculate the TMPs excess inclusion income under a
reasonable method, (2) allocate its excess inclusion income to its
shareholders generally in proportion to dividends paid, (3) inform shareholders
that are not disqualified organizations (
i.e.
, governmental units and
tax-exempt entities that are not subject to the unrelated business income tax)
of the amount and character of the excess inclusion income allocated thereto,
(4) pay tax (at the highest federal income tax rate imposed on corporations) on
the excess inclusion income allocated to its disqualified organization
shareholders and (5) apply the withholding tax provisions with respect to the
excess inclusion part of dividends paid to foreign persons without regard to any
treaty exception or reduction in tax rate. Excess inclusion income allocated to
certain tax-exempt entities (including qualified retirement plans, IRAs, and
public charities) constitutes unrelated business taxable income to them.
A RIC with excess inclusion income is
subject to rules identical to those in clauses (2) through (5) above
(substituting that are nominees for that are not disqualified
organizations in clause (3) and inserting record shareholders that are after
its in clause (4)). The Notice further provides that a RIC is not required to
report the amount and character of the excess inclusion income allocated to its
shareholders that are not nominees, except that (1) a RIC with excess inclusion
income from all sources that exceeds 1% of its gross income must do so and (2)
any other RIC must do so by taking into account only excess inclusion income
allocated to the RIC from REITs the excess inclusion income of which exceeded 3%
of its dividends. The SA Real Estate Securities Fund will not invest directly in
REMIC residual interests and does not intend to invest in REITs that, to its
knowledge, invest in those interests or are TMPs or have a qualified REIT
subsidiary that is a TMP.
TAXATION OF OTHER FUND INVESTMENTS
Certain Financial Instruments.
Special rules govern the federal income tax
treatment of financial instruments in which some Funds may invest. These rules
may have a particular impact on the amount of income or gain that a Fund must
distribute to its shareholders to comply with the Distribution Requirement and
on the income or gain qualifying under the Income Requirement.
Original Issue
Discount.
Each Fund may purchase debt
securities with OID, which represents the difference between the original issue
price of the debt instrument and its stated redemption price at maturity. OID is
required to be accrued on a daily basis and is considered interest income for
federal income tax purposes. Therefore, it is subject to the Distribution
Requirement for a Fund, even if the Fund receives no corresponding payment on
the discounted security during the year. Because each Fund annually must
distribute substantially all of its investment company taxable income, including
any accrued OID, to satisfy the Distribution Requirement and avoid imposition of
the Excise Tax, it may be required in a particular year to distribute as a
dividend an amount that is greater than the total amount of cash it actually
receives. Those distributions will be made from a Funds cash assets or from the
proceeds of sales of its portfolio securities, if necessary. A Fund may realize
capital gains or losses from those sales, which would increase or decrease its
investment company taxable income and/or net capital gain.
Market Discount.
Some Funds may purchase debt securities at a discount in
excess of the OID thereon or at a discount to the stated redemption price at
maturity (for debt securities without OID). 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 the
time of disposition of the debt security, accrued market discount is recognized
to the extent of gain on the disposition.
Hedging Transactions.
The premium a Fund receives for selling a put
or call option is not included in income at the time of receipt. If the option
expires, the premium will be a short-term capital gain to the Fund. If the Fund
enters into a closing transaction, the difference between the amount it paid to
close out its position and the premium it receives will be a 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 on the sale of that security, and any resulting gain or loss will be a
capital gain or loss and will be long-term or short-term depending on the Funds
holding period for the security. With respect to a put or call option that is
purchased by a Fund, if the option is sold, any resulting gain or loss will be a capital gain or loss and will
be long-term or short-term, depending on the Funds holding period for the
option. If the option expires, the resulting loss will be treated similarly. If
the option is exercised, the cost of the option, in the case of a call option,
will be added to the basis in the purchased security and, in the case of a put
option, will reduce the amount realized on the underlying security in
determining gain or loss.
44
Some futures contracts, foreign
currency contracts, and nonequity options (
i.e.
, certain listed options, such as
those on a broad-based securities index) but not including any securities
futures contract that is not a dealer securities futures contract (both as
defined in the Code) or any interest rate, currency, basis, commodity, equity,
equity index, or credit default swap, interest rate cap or floor or similar
agreement -- in which a Fund may invest may be section 1256 contracts. Section
1256 contracts a Fund holds at the end of each taxable year (and generally for
purposes of the Excise Tax, on October 31 of each year) are marked-to-market
(that is, treated as having been sold at that time for their fair market value)
for federal tax purposes, with the result that unrealized gains or losses are
treated as though they were realized. Gains or losses on section 1256 contracts
(including deemed sales) are considered 60% long-term and 40% short-term capital
gains or losses; however, certain foreign currency gains or losses arising from
section 1256 contracts may be treated as ordinary income or loss. These rules
may operate to increase the amount that a Fund must distribute to satisfy the
Distribution Requirement (
i.e.
, with respect to the portion treated as short-term capital
gain), which will be taxable to its shareholders as ordinary income when
distributed to them, and to increase the net capital gain a Fund recognizes,
without in either case increasing the cash available to it. A Fund may elect not
to have the foregoing rules apply to any mixed straddle (that is, a straddle
the Fund clearly identifies in accordance with applicable regulations, at least
one (but not all) of the positions of which are section 1256 contracts),
although doing so may have the effect of increasing the relative portion of net
short-term capital gain (taxable as ordinary income) and thus increasing the
amount of dividends it must distribute.
Generally, hedging transactions a Fund
undertakes, if any, may result in straddles for federal income tax purposes.
The straddle rules may affect the character of gains (or losses) a Fund
realizes. In addition, losses a Fund realizes 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 the
losses are realized. Hedging transactions may increase the amount of net
short-term capital gain realized by a Fund that is taxed as ordinary income when
distributed to its shareholders. If a Fund makes one or more elections available
under the Code, 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 defer the
recognition of losses, from the affected straddle positions. 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.
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 that must be distributed to Fund shareholders, and that
will be taxed to them as ordinary income or long-term capital gains, may be
increased or decreased substantially as compared to a fund that did not engage
in straddles.
The Diversification Requirements may
limit the extent to which the Funds will be able to engage in transactions in
options, futures or forward contracts.
Constructive Sales.
If a Fund
has an appreciated financial position generally, an
interest (including an interest through an option, futures or forward contract,
or short sale) with respect to any stock, debt instrument (other than straight
debt), or partnership interest the fair market value of which exceeds its
adjusted basis and enters into a constructive sale of the position, the Fund
will be treated as having made an actual sale thereof, with the result that it
will recognize gain at that time. A constructive sale generally consists of a
short sale, an offsetting notional principal contract or a futures or forward
contract a Fund or a related person enters into with respect to the same or
substantially identical property. In addition, if the appreciated financial
position is itself a short sale or such a contract, acquisition of the
underlying property or substantially identical property will be deemed a
constructive sale. The foregoing will not apply, however, to any Fund
transaction during any taxable year that otherwise would be treated as a
constructive sale if the transaction is closed within 30 days after the end of
that year and the Fund holds the appreciated financial
position unhedged for 60 days after that closing (
i.e.
, at no time during that 60-day
period is the Funds risk of loss regarding that position reduced by reason of
certain specified transactions with respect to substantially identical or
related property, such as having an option to sell, being contractually
obligated to sell, making a short sale or granting an option to buy
substantially identical stock or securities).
45
Capital Loss Carryovers.
The Funds utilize the provisions of the
federal income tax law that provide for the carryover of capital losses from
prior taxable years, offsetting such losses against any future realized capital
gains. Under the Regulated Investment Company Modernization Act of 2010 (the
Act), net capital losses recognized in taxable years beginning after December
22, 2010 (post-enactment), may be carried over indefinitely, and their
character is retained as short-term and/or long-term losses. Previously, net
capital losses were carried over for eight years and treated as short-term
losses (pre-enactment). The Act requires that post-enactment net capital
losses be used before pre-enactment net capital losses. As a result of this
ordering rule, pre-enactment capital loss carryovers may be more likely to
expire unused.
As of June 30, 2013, the post-enactment
accumulated short-term and long-term capital loss carryovers for the Funds were
as follows (amounts designated as are $0 or have been rounded to $0):
|
|
Short-Term
|
|
Long-Term
|
Fund
|
|
|
Losses
|
|
Losses
|
SA U.S. Small
Company Fund
|
|
$[ ]
|
|
$[ ]
|
SA International
Value
Fund
|
|
$[ ]
|
|
$[ ]
|
SA Real Estate
Securities Fund
|
|
$[ ]
|
|
$[ ]
|
As of June 30, 2013, the pre-enactment
accumulated capital loss carryovers and expiration dates for the Funds were as
follows (amounts designated as are $0 or have been rounded to
$0):
|
|
Expiring
|
|
Expiring
|
|
Expiring
|
|
Expiring
|
|
Expiring
|
Fund
|
|
|
June 30, 2014
|
|
June 30,
2015
|
|
June 30,
2017
|
|
June 30,
2018
|
|
June 30,
2019
|
SA Global Fixed
Income Fund
|
|
|
|
$
|
1,351,156
|
|
$
|
45,990
|
|
$
|
|
|
$
|
|
SA U.S. Core Market
Fund
|
|
|
|
|
|
|
|
23,665,296
|
|
|
41,059,848
|
|
|
|
SA U.S. Value Fund
|
|
|
|
|
|
|
|
14,909,626
|
|
|
5,985,284
|
|
|
|
SA International Value
Fund
|
|
|
|
|
|
|
|
8,176,491
|
|
|
47,987,541
|
|
|
|
SA International Small
Company Fund
|
|
|
|
|
|
|
|
|
|
|
7,497,683
|
|
|
|
SA Real Estate
Securities Fund
|
|
|
|
|
|
|
|
241,458
|
|
|
2,190,950
|
|
|
2,306,670
|
FINANCIAL STATEMENTS
Shareholders will receive annual
audited financial statements and semi-annual unaudited financial statements. The
Trusts June 30, 2013 financial statements and the report thereon of [ ] from
the Trusts June 30, 2013 annual report (as filed with the SEC on [ ], 2013,
pursuant to Section 30(b) of the 1940 Act and Rule 30b2-1 thereunder) are
incorporated herein by reference.
46
Appendix A
U.S. PROXY VOTING CONCISE
GUIDELINES
¥
Effective for Meetings on or after February
1, 2012
In order to provide greater analysis
on certain shareholder meetings, the Advisor has elected to receive research
reports for certain meetings, as indicated below, from Glass Lewis in addition
to Institutional Shareholder Services, Inc. (ISS).
Specifically, if available, the
Advisor may obtain research from Glass Lewis in addition to ISS for shareholder
meetings in the following circumstances: (1) where the Advisors clients have a
significant aggregate holding in the issuer and the meeting agenda contains
proxies concerning: Anti-takeover Defenses or Voting Related Issues, Mergers and
Acquisitions or Reorganizations or Restructurings, Capital Structure Issues,
Compensation Issues or a proxy contest; or (2) where the Advisor in its
discretion, has deemed that additional research is warranted.
Where research is obtained from
Glass Lewis in accordance with these Guidelines, the Advisor will first review
the research reports obtained from ISS and Glass Lewis. If the recommendations
contained in the research reports from ISS and Glass Lewis are the same, the
Advisor will vote accordingly. If the recommendations contained in the research
reports from ISS and Glass Lewis are inconsistent, the Advisor will vote in
accordance with the ISS recommendation unless the Corporate Governance Committee
determines that voting in accordance with the Glass Lewis recommendation is more
consistent with the principle of preserving shareholder value.
Routine/Miscellaneous
Auditor Ratification
Vote FOR proposals to ratify auditors,
unless any of the following apply:
-
An auditor has a financial interest in or
association with the company, and is therefore not independent;
-
There is reason to believe that the independent
auditor has rendered an opinion which is neither accurate nor indicative of
the companys financial position;
-
Poor accounting practices are identified that rise
to a serious level of concern, such as: fraud; misapplication of GAAP; and
material weaknesses identified in Section 404 disclosures; or
-
Fees for non-audit services (Other fees) are
excessive.
Non-audit fees are excessive if:
-
Non-audit (other) fees >audit fees +
audit-related fees + tax compliance/preparation fees
Board of Directors
Voting on Director Nominees in Uncontested
Elections
Votes on director nominees should be
determined CASE-BY-CASE.
Four fundamental principles apply when
determining votes on director nominees:
|
1.
|
Board
Accountability
|
|
2.
|
Board Responsiveness
|
|
3.
|
Director
Independence
|
|
4.
|
Director
Competence
|
____________________
¥
Advisor as used in these
U.S. Proxy Voting Concise Guidelines and in the 2012 International Proxy Voting
Summary Guidelines refers to the sub-adviser, Dimensional Fund Advisors LP.
A-1
1. Board Accountability
Vote AGAINST
1
or WITHHOLD
from the entire board of directors (except new nominees
2
, who should
be considered CASE-BY-CASE) for the following:
Problematic Takeover Defenses:
|
Classified Board
Structure:
|
|
|
|
|
1.1.
|
The board is classified, and a
continuing director responsible for a problematic governance issue at the
board/committee level that would warrant a withhold/against vote
recommendation is not up for election -- any or all appropriate nominees
(except new) may be held accountable;
|
|
|
|
Director Performance
Evaluation:
|
|
1.2.
|
The board lacks accountability
and oversight, coupled with sustained poor performance relative to peers.
Sustained poor performance is measured by one- and three-year total
shareholder returns in the bottom half of a companys four-digit GICS
industry group (Russell 3000 companies only). Take into consideration the
companys five-year total shareholder return and five-year operational
metrics. Problematic provisions include but are not limited
to:
|
|
|
-
A classified board structure;
-
A supermajority vote requirement;
-
Either a plurality vote standard in
uncontested director elections or a majority vote standard with no
plurality carve-out for contested elections;
-
The inability of shareholders to call
special meetings;
-
The inability of shareholders to act by
written consent;
-
A dual-class capital structure;
and/or
-
A nonshareholder- approved poison pill.
|
|
Poison Pills:
|
|
|
|
|
1.3.
|
The companys poison pill has a dead-hand or modified
dead-hand feature. Vote WITHHOLD or AGAINST every year until this feature
is removed;
|
|
1.4.
|
The board adopts a poison pill with a term of more than
12 months (long-term pill), or renews any existing pill, including any
short-term pill (12 months or less), without shareholder approval. A
commitment or policy that puts a newly adopted pill to a binding
shareholder vote may potentially offset an adverse vote recommendation.
Review such companies with classified boards every year, and such
companies with annually elected boards at least once every three years,
and vote AGAINST or WITHHOLD votes from all nominees if the company still
maintains a non-shareholder-approved poison pill. This policy applies to
all companies adopting or renewing pills after the announcement of this
policy (Nov. 19, 2009); or
|
|
1.5.
|
The board makes a material adverse change to an existing
poison pill without shareholder
approval.
|
____________________
1
In general, companies with
a plurality vote standard use Withhold as the contrary vote option in director
elections; companies with a majority vote standard use Against. However, it
will vary by company and the proxy must be checked to determine the valid
contrary vote option for the particular company.
2
A new nominee is any current nominee who has not already
been elected by shareholders and who joined the board after the problematic
action in question transpired. If ISS cannot determine whether the nominee
joined the board before or after the problematic action transpired, the nominee
will be considered a new nominee if he or she joined the board within 12
months prior to the upcoming shareholder meeting.
A-2
Vote CASE-BY-CASE on all nominees if:
|
1.6.
|
The board adopts a
poison pill with a term of 12 months or less (short-term pill) without
shareholder approval, taking into account the following
factors:
|
|
|
-
The date of the pills adoption
relative to the date of the next meeting of shareholders
i.e.
whether the company had time to put the
pill on ballot for shareholder ratification given the
circumstances;
-
The issuers rationale;
-
The issuer's governance
structure and practices; and
-
The issuer's track record of
accountability to shareholders.
|
Problematic Audit-Related
Practices
Generally vote AGAINST or WITHHOLD from
the members of the Audit Committee if:
|
1.7.
|
The non-audit fees paid to the auditor are
excessive (see discussion under
Auditor Ratification
);
|
|
1.8.
|
The company receives an adverse opinion on
the companys financial statements from its auditor; or
|
|
1.9.
|
There is persuasive evidence that the Audit
Committee entered into an inappropriate indemnification agreement with its
auditor that limits the ability of the company, or its shareholders, to
pursue legitimate legal recourse against the audit firm.
|
|
|
|
Vote CASE-BY-CASE on members of the Audit
Committee and potentially the full board if:
|
|
|
|
|
1.10.
|
Poor accounting practices are identified
that rise to a level of serious concern, such as: fraud; misapplication of
GAAP; and material weaknesses identified in Section 404 disclosures.
Examine the severity, breadth, chronological sequence and duration, as
well as the companys efforts at remediation or corrective actions, in
determining whether WITHHOLD/AGAINST votes are
warranted.
|
Problematic Compensation
Practices/Pay for Performance Misalignment
In the absence of an Advisory Vote on
Executive Compensation ballot item, or, in egregious situations, vote AGAINST or
WITHHOLD from the members of the Compensation Committee and potentially the full
board if:
|
1.11.
|
There is a significant misalignment
between CEO pay and company performance (
pay for
performance
);
|
|
1.12.
|
The company maintains significant
problematic pay practices
;
|
|
1.13.
|
The board exhibits a significant level
of
poor communication and responsiveness
to
shareholders;
|
|
1.14.
|
The company fails to submit one-time
transfers of stock options
to a shareholder vote;
or
|
|
1.15.
|
The company fails to fulfill the terms
of a
burn rate commitment
made to
shareholders.
|
Vote CASE-BY-CASE on Compensation
Committee members (or, in exceptional cases, the full board) and the Management
Say-on-Pay proposal if:
|
1.16.
|
The company's previous say-on-pay
proposal received the support of less than 70 percent of votes cast,
taking into account:
|
|
|
-
The company's response, including:
-
Disclosure of engagement efforts
with major institutional investors regarding the issues that
contributed to the low level of support;
-
Specific actions taken to address
the issues that contributed to the low level of support;
-
Other recent compensation actions
taken by the company;
-
Whether the issues raised are
recurring or isolated;
-
The company's ownership structure; and
-
Whether the support level was less
than 50 percent, which would warrant the highest degree of
responsiveness.
|
A-3
Governance Failures
Under extraordinary circumstances, vote
AGAINST or WITHHOLD from directors individually, committee members, or the
entire board, due to:
|
1.17.
|
Material failures of governance,
stewardship, risk oversight, or fiduciary responsibilities at the
company;
|
|
1.18.
|
Failure to replace management as
appropriate; or
|
|
1.19.
|
Egregious actions related to a
directors service on other boards that raise substantial doubt about his
or her ability to effectively oversee management and serve the best
interests of shareholders at any company.
|
2. Board Responsiveness
Vote AGAINST or WITHHOLD from the
entire board of directors (except new nominees, who should be considered
CASE-BY-CASE) if:
|
2.1.
|
The board failed to act on a shareholder proposal that received the
support of a majority of the shares outstanding the previous
year;
|
|
2.2.
|
The board failed to act on a shareholder proposal that received the
support of a majority of shares cast in the last year and one of the two
previous years;
|
|
2.3.
|
The board failed to act on takeover offers where the majority of
shares are tendered;
|
|
2.4.
|
At the previous board election, any director received more than 50
percent withhold/against votes of the shares cast and the company has
failed to address the issue(s) that caused the high withhold/against vote;
or
|
|
2.5.
|
The board implements an advisory vote on executive compensation on
a less frequent basis than the frequency that received the majority of
votes cast at the most recent shareholder meeting at which shareholders
voted on the say-on-pay frequency.
|
|
|
|
|
Vote CASE-BY-CASE on the entire board
if:
|
|
|
|
|
2.6.
|
The board implements an advisory vote on executive compensation on
a less frequent basis than the frequency that received a plurality, but
not a majority, of the votes cast at the most recent shareholder meeting
at which shareholders voted on the say-on-pay frequency, taking into
account:
|
|
|
-
The board's rationale for
selecting a frequency that is different from the frequency that received
a plurality;
-
The company's ownership
structure and vote results;
-
ISS' analysis of whether there
are compensation concerns or a history of problematic compensation
practices; and
-
The previous year's support
level on the company's say-on-pay proposal.
|
3. Director Independence
Vote AGAINST or WITHHOLD from Inside
Directors and Affiliated Outside Directors (per the Categorization of Directors)
when:
A-4
|
3.1.
|
The inside or affiliated outside
director serves on any of the three key committees: audit, compensation,
or nominating;
|
|
3.2.
|
The company lacks an audit,
compensation, or nominating committee so that the full board functions as
that committee;
|
|
3.3.
|
The company lacks a formal
nominating committee, even if the board attests that the independent
directors fulfill the functions of such a committee; or
|
|
3.4.
|
The full board Independent
directors make up less than a majority of the
directors.
|
4. Director Competence
Attendance at Board and Committee
Meetings:
Vote AGAINST or WITHHOLD from the
entire board of directors (except new nominees, who should be considered
CASE-BY-CASE) if:
|
4.1.
|
The companys proxy indicates
that not all directors attended 75 percent of the aggregate board and
committee meetings, but fails to provide the required disclosure of the
names of the director(s) involved.
|
Generally vote AGAINST or WITHHOLD from
individual directors who:
|
4.2.
|
Attend less than 75 percent of the board and committee
meetings (with the exception of new nominees). Acceptable reasons for
director absences are generally limited to the following:
|
|
|
-
Medical issues/illness;
-
Family emergencies; and
-
Missing only one
meeting.
|
|
|
|
|
|
These reasons for directors'
absences will only be considered by ISS if disclosed in the proxy or
another SEC filing. If the disclosure is insufficient to determine whether
a director attended at least 75 percent of board and committee meetings in
aggregate, vote AGAINST or WITHHOLD from the director.
|
Overboarded Directors:
Vote AGAINST or WITHHOLD from
individual directors who:
|
4.3.
|
Sit on more than six public
company boards
3
; or
|
|
4.4.
|
Are CEOs of public companies who
sit on the boards of more than two public companies besides their own
withhold only at their outside boards.
|
Voting for Director Nominees in Contested
Elections*
Vote CASE-BY-CASE on the election of
directors in contested elections, considering the following factors:
-
Long-term financial performance of the target
company relative to its industry;
-
Managements track record;
-
Background to the proxy contest;
-
Qualifications of director nominees (both
slates);
-
Strategic plan of dissident slate and quality of
critique against management;
-
Likelihood that the proposed goals and objectives
can be achieved (both slates);
-
Stock ownership
positions.
____________________
3
Dimensional may screen
votes otherwise subject to this policy based on the qualifications and
circumstances of the directors involved.
*
See introductory information concerning proxies involving
this issue and the supplementary actions the Advisor may take
.
A-5
Proxy Access
4
ISS supports proxy access as an
important shareholder right, one that is complementary to other best-practice
corporate governance features. However, in the absence of a uniform standard,
proposals to enact proxy access may vary widely; as such, ISS is not setting
forth specific parameters at this time and will take a case-by-case approach in
evaluating these proposals.
Vote CASE-BY-CASE on proposals to enact
proxy access, taking into account, among other factors:
Company-specific factors;
and
Proposal-specific
factors, including:
-
The ownership thresholds proposed in the
resolution (
i.e.
,
percentage and duration);
-
The maximum proportion of directors that
shareholders may nominate each year; and
-
The method of determining which nominations
should appear on the ballot if multiple shareholders submit nominations.
Shareholder Rights &
Defenses*
Exclusive Venue
Vote CASE-BY-CASE on exclusive venue
proposals, taking into account:
-
Whether the company has been materially harmed by
shareholder litigation outside its jurisdiction of incorporation, based on
disclosure in the companys proxy statement; and
-
Whether the company has the following good
governance features:
-
An annually elected board;
-
A majority vote standard in uncontested
director elections; and
-
The absence of a poison pill, unless the
pill was approved by shareholders.
Poison Pills- Management Proposals to
Ratify Poison Pill
Vote CASE-BY-CASE on management
proposals on poison pill ratification, focusing on the features of the
shareholder rights plan. Rights plans should contain the following
attributes:
-
No lower than a 20% trigger, flip-in or
flip-over;
-
A term of no more than three years;
-
No dead-hand, slow-hand, no-hand or similar
feature that limits the ability of a future board to redeem the pill;
-
Shareholder redemption feature (qualifying offer
clause);
if the board refuses to redeem the
pill 90 days after a qualifying offer is announced, 10 percent of the shares
may call a special meeting or seek a written consent to vote on rescinding the
pill.
In addition, the rationale for adopting
the pill should be thoroughly explained by the company. In examining the request
for the pill, take into consideration the companys existing governance
structure, including: board independence, existing takeover defenses, and any
problematic governance concerns.
____________________
4
Dimensional will vote against binding proposals where the shareholder
proponent(s) hold less than a 5% ownership interest in the company for companies
included in the S&P 500 Index, or less than a 7.5% ownership interest in the
company for all other companies. Where these ownership thresholds have been met
by the shareholder proponent(s), Dimensional will vote in accordance with the
recommendation of ISS.
*
See
introductory information concerning proxies involving this issue and the
supplementary actions the Advisor may take.
A-6
Poison Pills- Management Proposals to
Ratify a Pill to Preserve Net Operating Losses (NOLs)
Vote AGAINST proposals to adopt a
poison pill for the stated purpose of protecting a company's net operating
losses (NOLs) if the term of the pill would exceed the shorter of three years
and the exhaustion of the NOL.
Vote CASE-BY-CASE on management
proposals for poison pill ratification, considering the following factors, if
the term of the pill would be the shorter of three years (or less) and the
exhaustion of the NOL:
-
The ownership threshold to transfer (NOL pills
generally have a trigger slightly below 5 percent);
-
The value of the NOLs;
-
Shareholder protection mechanisms (sunset
provision, or commitment to cause expiration of the pill upon exhaustion or
expiration of NOLs);
-
The company's existing governance structure
including: board independence, existing takeover defenses, track record of
responsiveness to shareholders, and any other problematic governance concerns;
and
-
Any other factors that may be
applicable.
Shareholder Ability to Act by Written
Consent
Generally vote AGAINST management and
shareholder proposals to restrict or prohibit shareholders' ability to act by
written consent.
Generally vote FOR management and
shareholder proposals that provide shareholders with the ability to act by
written consent, taking into account the following factors:
-
Shareholders' current right to act by written
consent;
-
The consent threshold;
-
The inclusion of exclusionary or prohibitive
language;
-
Investor ownership structure; and
-
Shareholder support of, and management's response
to, previous shareholder proposals.
Vote CASE-BY-CASE on shareholder
proposals if, in addition to the considerations above, the company has the
following governance and antitakeover provisions:
-
An unfettered
5
right for shareholders
to call special meetings at a 10 percent threshold;
-
A majority vote standard in uncontested director
elections;
-
No non-shareholder-approved pill; and
-
An annually elected board.
CAPITAL/RESTRUCTURING*
Common Stock Authorization
Vote FOR proposals to increase the
number of authorized common shares where the primary purpose of the increase is
to issue shares in connection with a transaction on the same ballot that
warrants support.
Vote AGAINST proposals at companies
with more than one class of common stock to increase the number of authorized
shares of the class of common stock that has superior voting
rights.
____________________
5
"Unfettered" means
no restrictions on agenda items, no restrictions on the number of shareholders who can group together to reach
the
10 percent threshold, and only reasonable limits on when a meeting can be called: no greater than 30 days after the
last annual
meeting and no greater than
90 prior to the next annual meeting.
*
See introductory
information concerning proxies involving this issue and the supplementary actions the Advisor may take.
A-7
Vote AGAINST proposals to increase the
number of authorized common shares if a vote for a reverse stock split on the
same ballot is warranted despite the fact that the authorized shares would not
be reduced proportionally.
Vote CASE-BY-CASE on all other
proposals to increase the number of shares of common stock authorized for
issuance. Take into account company-specific factors that include, at a minimum,
the following:
-
Past Board Performance:
-
The company's use of authorized shares
during the last three years
-
The Current Request:
-
Disclosure in the proxy statement of the
specific purposes of the proposed increase;
-
Disclosure in the proxy statement of
specific and severe risks to shareholders of not approving the request;
and
-
The dilutive impact of the request as
determined by an allowable increase calculated by ISS (typically 100 percent
of existing authorized shares) that reflects the company's need for shares
and total shareholder returns.
Preferred Stock Authorization
Vote FOR proposals to increase the
number of authorized preferred shares where the primary purpose of the increase
is to issue shares in connection with a transaction on the same ballot that
warrants support.
Vote AGAINST proposals at companies
with more than one class or series of preferred stock to increase the number of
authorized shares of the class or series of preferred stock that has superior
voting rights.
Vote CASE-BY-CASE on all other
proposals to increase the number of shares of preferred stock authorized for
issuance. Take into account company-specific factors that include, at a minimum,
the following:
-
Past Board Performance:
-
The company's use of authorized preferred
shares during the last three years;
-
The Current Request:
-
Disclosure in the proxy statement of the
specific purposes for the proposed increase;
-
Disclosure in the proxy statement of
specific and severe risks to shareholders of not approving the
request;
-
In cases where the company has existing
authorized preferred stock, the dilutive impact of the request as determined
by an allowable increase calculated by ISS (typically 100 percent of
existing authorized shares) that reflects the company's need for shares and
total shareholder returns; and
-
Whether the shares requested are blank
check preferred shares that can be used for antitakeover
purposes.
Dual Class Structure
Generally vote AGAINST proposals to
create a new class of common stock unless:
The company discloses a compelling
rationale for the dual-class capital structure, such as:
-
The company's auditor has concluded that there is
substantial doubt about the company's ability to continue as a going concern;
or
-
The new class of shares will be transitory;
The new class is intended for financing
purposes with minimal or no dilution to current shareholders in both the short
term and long term; and
The new class is not designed to preserve or increase
the voting power of an insider or significant shareholder.
A-8
Mergers and Acquisitions
Vote CASE BY- CASE on mergers and
acquisitions. Review and evaluate the merits and drawbacks of the proposed
transaction, balancing various and sometimes countervailing factors including:
-
Valuation
- Is the value to be
received by the target shareholders (or paid by the acquirer) reasonable?
While the fairness opinion may provide an initial starting point for assessing
valuation reasonableness, emphasis is placed on the offer premium, market
reaction and strategic rationale.
-
Market reaction
- How has the market responded to the proposed deal? A negative market
reaction should cause closer scrutiny of a deal.
-
Strategic rationale
- Does the deal make sense strategically? From where is the value
derived? Cost and revenue synergies should not be overly aggressive or
optimistic, but reasonably achievable. Management should also have a favorable
track record of successful integration of historical acquisitions.
-
Negotiations and process
- Were the terms of the transaction negotiated at
arm's-length? Was the process fair and equitable? A fair process helps to
ensure the best price for shareholders. Significant negotiation "wins" can
also signify the deal makers' competency. The comprehensiveness of the sales
process (e.g., full auction, partial auction, no auction) can also affect
shareholder value.
-
Conflicts of interest
- Are insiders benefiting from the transaction
disproportionately and inappropriately as compared to non-insider
shareholders? As the result of potential conflicts, the directors and officers
of the company may be more likely to vote to approve a merger than if they did
not hold these interests.
Consider whether
these interests may have influenced these directors and officers to support or
recommend the merger. The CIC figure presented in the "ISS Transaction
Summary" section of this report is an aggregate figure that can in certain
cases be a misleading indicator of the true value transfer from shareholders
to insiders. Where such figure appears to be excessive, analyze the underlying
assumptions to determine whether a potential conflict exists.
-
Governance
-
Will the combined company have a better or worse governance profile than the
current governance profiles of the respective parties to the transaction? If
the governance profile is to change for the worse, the burden is on the
company to prove that other issues (such as valuation) outweigh any
deterioration in governance.
COMPENSATION*
Executive Pay Evaluation
Underlying all evaluations are five
global principles that most investors expect corporations to adhere to in
designing and administering executive and director compensation programs:
|
1.
|
|
Maintain appropriate
pay-for-performance alignment, with emphasis on long-term shareholder
value: This principle encompasses overall executive pay practices, which
must be designed to attract, retain, and appropriately motivate the key
employees who drive shareholder value creation over the long term. It will
take into consideration, among other factors, the link between pay and
performance; the mix between fixed and variable pay; performance goals;
and equity-based plan costs;
|
|
2.
|
|
Avoid arrangements that risk pay
for failure: This principle addresses the appropriateness of long or
indefinite contracts, excessive severance packages, and guaranteed
compensation;
|
|
3.
|
|
Maintain an independent and
effective compensation committee: This principle promotes oversight of
executive pay programs by directors with appropriate skills, knowledge,
experience, and a sound process for compensation decision-making (e.g.,
including access to independent expertise and advice when
needed);
|
____________________
*
See introductory information concerning
proxies involving this issue and the supplementary actions the Advisor may
take.
A-9
|
4.
|
|
Provide shareholders with clear, comprehensive
compensation disclosures: This principle underscores the importance of
informative and timely disclosures that enable shareholders to evaluate
executive pay practices fully and fairly;
|
|
5.
|
|
Avoid inappropriate pay to non-executive directors: This
principle recognizes the interests of shareholders in ensuring that
compensation to outside directors does not compromise their independence
and ability to make appropriate judgments in overseeing managers pay and
performance. At the market level, it may incorporate a variety of
generally accepted best practices.
|
Advisory Votes on Executive Compensation-
Management Proposals (Management Say-on-Pay)
Vote CASE-BY-CASE on ballot items
related to executive pay and practices, as well as certain aspects of outside
director compensation.
Vote AGAINST Advisory Votes on
Executive Compensation (Management Say-on-Pay MSOP) if:
There is a
significant misalignment between CEO pay and company performance
(
pay for performance
);
The company maintains significant
problematic pay practices
;
The board exhibits a significant level of
poor
communication and responsiveness
to shareholders.
Vote AGAINST or WITHHOLD from the
members of the Compensation Committee and potentially the full board if:
-
There is no MSOP on the ballot, and an AGAINST
vote on an MSOP is warranted due to pay for performance misalignment,
problematic pay practices, or the lack of adequate responsiveness on
compensation issues raised previously, or a combination thereof;
-
The board fails to respond adequately to a
previous MSOP proposal that received less than 70 percent support of votes
cast;
-
The company has recently practiced or approved
problematic pay practices, including option repricing or option backdating;
or
-
The situation is egregious.
Vote AGAINST an equity plan on the
ballot if:
A pay for performance misalignment
is found, and a significant portion of the CEOs misaligned pay is attributed to
non-performance-based equity awards, taking into consideration:
-
Magnitude of pay misalignment;
-
Contribution of non-performance-based equity
grants to overall pay; and
-
The proportion of equity awards granted in
the last three fiscal years concentrated at the named executive officer (NEO)
level.
Primary Evaluation Factors for
Executive Pay
Pay- for-Performance Evaluation
ISS annually conducts a
pay-for-performance analysis to identify strong or satisfactory alignment
between pay and performance over a sustained period. With respect to companies
in the Russell 3000 index, this analysis considers the following:
|
1.
|
Peer Group
6
Alignment:
|
|
|
-
The degree of alignment between the
company's TSR rank and the CEO's total pay rank within a peer group, as
measured over one-year and three-year periods (weighted 40/60);
-
The multiple of the CEO's total pay relative
to the peer group median.
|
A-10
|
2.
|
Absolute Alignment:
The absolute alignment between the trend in CEO pay and company TSR over
the prior five fiscal years
i.e.
, the difference between the
trend in annual pay changes and the trend in annualized TSR during the
period.
|
If the above analysis demonstrates
significant unsatisfactory long-term pay-for-performance alignment or, in the
case of non-Russell 3000 index companies, misaligned pay and performance are
otherwise suggested, analyze the following qualitative factors to determine how
various pay elements may work to encourage or to undermine long-term value
creation and alignment with shareholder interests:
The ratio of
performance- to time-based equity awards;
The
ratio of performance-based compensation to overall compensation;
The completeness of disclosure and rigor of performance
goals;
The company's peer group benchmarking
practices;
Actual results of
financial/operational metrics, such as growth in revenue, profit, cash flow,
etc., both absolute and relative to
peers;
Special circumstances related to,
for example, a new CEO in the prior fiscal year or anomalous equity
grant practices (
e.g.
, biennial
awards); and
Any other factors deemed
relevant.
Problematic Pay Practices
The focus is on executive compensation
practices that contravene the global pay principles, including:
Problematic
practices related to non-performance-based compensation elements;
Incentives that may
motivate excessive risk-taking; and
Options Backdating.
Problematic Pay Practices related to
Non-Performance-Based Compensation Elements
Pay elements that are not directly
based on performance are generally evaluated CASE-BY-CASE considering the
context of a company's overall pay program and demonstrated pay-for-performance
philosophy. Please refer to ISS' Compensation FAQ document for detail on
specific pay practices that have been identified as potentially problematic and
may lead to negative recommendations if they are deemed to be inappropriate or
unjustified relative to executive pay best practices. The list below highlights
the problematic practices that carry significant weight in this overall
consideration and may result in adverse vote recommendations:
-
Repricing or replacing of underwater stock
options/SARS without prior shareholder approval (including cash buyouts and
voluntary surrender of underwater options);
-
Excessive perquisites or tax gross-ups, including
any gross-up related to a secular trust or restricted stock vesting;
-
New or extended agreements that provide for:
-
CIC payments exceeding 3 times base salary and
average/target/most recent bonus;
-
CIC severance payments without involuntary job
loss or substantial diminution of duties ("single" or "modified single"
triggers);
-
CIC payments with excise tax gross-ups
(including "modified" gross-ups).
____________________
6
The peer group is
generally comprised of 14-24 companies that are selected using market cap,
revenue (or assets for financial firms), and GICS industry group, via a process
designed to select peers that are closest to the subject company, and where the
subject company is close to median in revenue/asset size. The relative alignment
evaluation will consider the companys rank for both pay and TSR within the peer
group (for one- and three-year periods) and the CEOs pay relative to the median
pay level in the peer group.
A-11
Incentives that may Motivate
Excessive Risk-Taking
-
Multi-year guaranteed bonuses;
-
A single or common performance metric used for
short- and long-term plans;
-
Lucrative severance packages;
-
High pay opportunities relative to industry
peers;
-
Disproportionate supplemental pensions; or
-
Mega annual equity grants that provide unlimited
upside with no downside risk.
Factors that potentially mitigate the
impact of risky incentives include rigorous claw-back provisions and robust
stock ownership/holding guidelines.
Options Backdating
The following factors should be
examined CASE-BY-CASE to allow for distinctions to be made between sloppy plan
administration versus deliberate action or fraud:
-
Reason and motive for the options backdating
issue, such as inadvertent vs. deliberate grant date changes;
-
Duration of options backdating;
-
Size of restatement due to options
backdating;
-
Corrective actions taken by the board or
compensation committee, such as canceling or re-pricing backdated options, the
recouping of option gains on backdated grants; and
-
Adoption of a grant policy that prohibits
backdating, and creates a fixed grant schedule or window period for equity
grants in the future.
Board Communications and
Responsiveness
on the Boards responsiveness to
investor input and engagement on compensation issues:
-
Failure to respond to majority-supported
shareholder proposals on executive pay topics; or
-
Failure to adequately respond to the company's
previous say-on-pay proposal that received the support of less than 70 percent
of votes cast, taking into account:
-
The company's response, including:
-
Disclosure of engagement efforts with major
institutional investors regarding the issues that contributed to the low
level of support;
-
Specific actions taken to address the issues
that contributed to the low level of support;
-
Other recent compensation actions taken by the
company;
-
Whether the issues raised are recurring or
isolated;
-
The company's ownership structure; and
-
Whether the support level was less than 50
percent, which would warrant the highest degree of responsiveness.
Frequency of Advisory Vote on Executive
Compensation (Management "Say on Pay")
Vote FOR annual advisory votes on
compensation, which provide the most consistent and clear communication channel
for shareholder concerns about companies' executive pay programs.
A-12
Voting on Golden Parachutes in an
Acquisition, Merger, Consolidation, or Proposed Sale
Vote CASE-BY-CASE on proposals to
approve the company's golden parachute compensation, consistent with ISS'
policies on problematic pay practices related to severance packages. Features
that may lead to a vote AGAINST include:
-
Recently adopted or materially amended agreements
that include excise tax gross-up provisions (since prior annual
meeting);
-
Recently adopted or materially amended agreements
that include modified single triggers (since prior annual
meeting);
-
Single trigger payments that will happen
immediately upon a change in control, including cash payment and such items as
the acceleration of performance-based equity despite the failure to achieve
performance measures;
-
Single-trigger vesting of equity based on a
definition of change in control that requires only shareholder approval of the
transaction (rather than consummation);
-
Potentially excessive severance
payments;
-
Recent amendments or other changes that may make
packages so attractive as to influence merger agreements that may not be in
the best interests of shareholders;
-
In the case of a substantial gross-up from
pre-existing/grandfathered contract: the element that triggered the gross-up
(i.e., option mega-grants at low point in stock price, unusual or outsized
payments in cash or equity made or negotiated prior to the merger);
or
-
The company's assertion that a proposed
transaction is conditioned on shareholder approval of the golden parachute
advisory vote. ISS would view this as problematic from a corporate governance
perspective.
In cases where the golden parachute
vote is incorporated into a company's separate advisory vote on compensation
("management "say on pay"), ISS will evaluate the "say on pay" proposal in
accordance with these guidelines, which may give higher weight to that component
of the overall evaluation.
Equity-Based and Other Incentive
Plans*
Vote CASE-BY-CASE on equity-based
compensation plans. Vote AGAINST the equity plan if any of the following factors
apply:
The total cost
of the companys equity plans is unreasonable;
The plan expressly permits
repricing;
A
pay-for-performance
misalignment
is
found;
The companys three year burn rate exceeds the burn rate cap
of its industry group;
The plan
has a liberal change-of-control definition; or
The plan is a vehicle for problematic pay
practices
.
Social/Environmental Issues
Overall Approach
Generally vote FOR the managements
recommendation on shareholder proposals involving social/ environmental issues.
When evaluating social and environmental shareholder proposals, Dimensional
considers the most important factor to be whether adoption of the proposal is
likely to enhance or protect shareholder value.
____________________
* See introductory
information concerning proxies involving this issue and the supplementary
actions the Advisor may take.
A-13
2012 INTERNATIONAL PROXY VOTING
SUMMARY GUIDELINES
±
Effective for Meetings on or after
February 1, 2012
In order to
provide greater analysis on certain shareholder meetings, the Advisor has
elected to receive research reports for certain meetings, as indicated below,
from Glass Lewis in addition to Institutional Shareholder Services, Inc.
(ISS).
Specifically, if available, the Advisor may obtain research from Glass
Lewis in addition to ISS for shareholder meetings in the following
circumstances: (1) where the Advisors clients have a significant aggregate
holding in the issuer and the meeting agenda contains proxies concerning:
Anti-takeover Defenses or Voting Related Issues, Mergers and Acquisitions or
Reorganizations or Restructurings, Capital Structure Issues, Compensation Issues
or a proxy contest; or (2) where the Advisor in its discretion, has deemed that
additional research is warranted.
Where research is obtained from Glass Lewis in accordance with these
Guidelines, the Advisor will first review the research reports obtained from ISS
and Glass Lewis. If the recommendations contained in the research reports from
ISS and Glass Lewis are the same, the Advisor will vote accordingly. If the
recommendations contained in the research reports from ISS and Glass Lewis are
inconsistent, the Advisor will vote in accordance with the ISS recommendation
unless the Corporate Governance Committee determines that voting in accordance
with the Glass Lewis recommendation is more consistent with the principle of
preserving shareholder value.
1. OPERATIONAL
ITEMS
Financial Results/Director and Auditor
Reports
Vote FOR approval of financial
statements and director and auditor reports, unless:
-
There are concerns about the accounts presented or
audit procedures used; or
-
The company is not responsive to shareholder
questions about specific items that should be publicly
disclosed.
Appointment of Auditors and Auditor Fees
Vote FOR the (re)election of auditors
and/or proposals authorizing the board to fix auditor fees, unless:
-
There are serious concerns about the procedures
used by the auditor;
-
There is reason to believe that the auditor has
rendered an opinion, which is neither accurate nor indicative of the company's
financial position;
-
External auditors have previously served the
company in an executive capacity or can otherwise be considered affiliated
with the company;
-
Name of the proposed auditors has not been
published;
-
The auditors are being changed without explanation;
or
-
Fees for non-audit services exceed standard annual
audit-related
fees (only applies to companies on the
MSCI EAFE index and/or listed on any country main index).
____________________
±
This is a summary of the
majority of International Markets, however, certain countries and/or markets,
including Canada, Western Europe, Australia, New Zealand and China have separate
policies which are generally consistent with the principles reflected in this
summary but are modified to reflect issues such as those related to customs,
disclosure obligations and legal structures of the relevant
jurisdiction.
A-14
In circumstances where fees for
non-audit
services include fees related to significant one-time capital structure events (initial
public offerings, bankruptcy emergencies, and spinoffs) and the company makes
public disclosure of the amount and nature of those fees, which are an exception
to the standard "non-audit fee" category, then
such fees may be
excluded from the non-audit fees considered in determining the ratio of non-audit to audit
fees.
For concerns related to the audit
procedures, independence of auditors, and/or name of auditors, ISS may recommend
AGAINST the auditor (re)election. For concerns related to fees paid to the
auditors, ISS may recommend AGAINST remuneration of auditors if this is a
separate voting item; otherwise ISS may recommend AGAINST the auditor
election.
Appointment of Internal Statutory Auditors
Vote FOR the appointment or (re)election
of statutory auditors, unless:
-
There are serious concerns about the statutory
reports presented or the audit procedures used;
-
Questions exist concerning any of the statutory
auditors being appointed; or
-
The auditors have previously served the company in
an executive capacity or can otherwise be considered affiliated with the
company.
Allocation of Income
Vote FOR approval of the allocation of income,
unless:
-
The dividend payout ratio has been consistently
below 30 percent without adequate explanation; or
-
The payout is excessive given the company's
financial position.
Stock (Scrip) Dividend
Alternative
Vote
FOR most stock (scrip) dividend proposals.
Vote AGAINST proposals that do not
allow for a cash option unless management demonstrates that the cash option is
harmful to shareholder value.
Amendments to Articles of Association
Vote amendments to the articles of
association on a CASE-BY-CASE basis.
Change in Company Fiscal Term
Vote FOR resolutions to change a
company's fiscal term unless a company's motivation for the change is to
postpone its AGM.
Lower Disclosure Threshold for Stock
Ownership
Vote AGAINST resolutions to
lower the stock ownership disclosure threshold below 5 percent unless specific
reasons exist to implement a lower threshold.
Amend Quorum Requirements
Vote proposals to amend quorum
requirements for shareholder meetings on a CASE-BY-CASE basis.
A-15
Transact Other Business
Vote AGAINST other business when it
appears as a voting item.
2. BOARD OF DIRECTORS
Director Elections
Vote FOR management nominees in the election of directors,
unless:
-
Adequate disclosure has not been provided in a
timely manner;
-
There are clear concerns over questionable
finances or restatements;
-
There have been questionable transactions with
conflicts of interest;
-
There are any records of abuses against minority
shareholder interests; or
-
The board fails to meet minimum corporate
governance standards.
Vote FOR individual nominees unless
there are specific concerns about the individual, such as criminal wrongdoing or
breach of fiduciary responsibilities.
Vote AGAINST individual directors if
repeated absences at board meetings have not been explained (in countries where
this information is disclosed).
Vote on a CASE-BY-CASE basis for
contested elections of directors, e.g. the election of shareholder nominees or
the dismissal of incumbent directors, determining which directors are best
suited to add value for shareholders.*
Vote FOR employee and/or labor
representatives if they sit on either the audit or compensation committee
and
are
required by law to be on those committees. Vote AGAINST employee and/or labor
representatives if they sit on either the audit or compensation committee, if
they are not required to be on those committees.
Under extraordinary circumstances, vote
AGAINST individual directors, members of a committee, or the entire board, due
to:
-
Material failures of governance, stewardship, risk
oversight, or fiduciary responsibilities at the company;
-
Failure to replace management as appropriate; or
-
Egregious actions related to a director's service on
other boards that raise substantial doubt about his or her ability to
effectively oversee management and serve the best interests of shareholders at
any company.
ISS Classification of Directors -
International Policy 2011
Executive Director
-
Employee or executive of the company;
-
Any director who is classified as a non-executive,
but receives salary, fees, bonus, and/or other benefits that are in line with
the highest-paid executives of the company.
Non-Independent Non-Executive
Director (NED)
-
Any director who is attested by the board to be a
non-independent NED;
-
Any director specifically designated as a
representative of a significant shareholder of the company;
-
Any director who is also an employee or executive
of a significant shareholder of the company;
-
Any director who is nominated by a dissenting
significant shareholder, unless there is a clear lack of material
[5]
connection with the dissident, either currently or historically;
-
Beneficial owner (direct or indirect) of at least
10% of the company's stock, either in economic terms or in voting rights (this
may be aggregated if voting power is distributed among more than one member of
a defined group, e.g., family members who beneficially own less than 10%
individually, but collectively own more than 10%), unless market best practice
dictates a lower ownership and/or disclosure threshold (and in other special
market-specific circumstances);
-
Government representative;
-
Currently provides (or a relative
[1]
provides) professional services
[2]
to the company, to an affiliate
of the company, or to an individual officer of the company or of one of its
affiliates in excess of $10,000 per year;
-
Represents customer, supplier, creditor, banker,
or other entity with which company maintains transactional/commercial relationship
(unless company discloses information to apply a materiality
test
[3]
);
____________________
*
See introductory information concerning proxies
involving this issue and the supplementary actions the Advisor may
take.
A-16
-
Any director who has conflicting or
cross-directorships with executive directors or the chairman of the
company;
-
Relative
[1]
of a current employee of
the company or its affiliates;
-
Relative
[1]
of a former executive of
the company or its affiliates;
-
A new appointee elected other than by a formal
process through the General Meeting (such as a contractual appointment by a
substantial shareholder);
-
Founder/co-founder/member of founding family but
not currently an employee;
-
Former executive (5 year cooling off
period);
-
Years of service is generally not a determining
factor unless it is recommended best practice in a market and/or in extreme
circumstances, in which case it may be considered.
[4]
-
Any
additional relationship or principle considered to compromise independence
under local corporate governance best practice guidance.
Independent NED
-
No material
[5]
connection, either
directly or indirectly, to the company (other than a board seat) or the
dissenting significant shareholder.
Employee
Representative
-
Represents employees or employee shareholders of
the company (classified as employee representative but considered a
non-independent NED).
Footnotes:
[1] Relative follows
the definition of immediate family members which covers spouses, parents,
children, stepparents, stepchildren, siblings, in-laws, and any person (other
than a tenant or employee) sharing the household of any director, nominee for
director, executive officer, or significant shareholder of the
company.
[2] Professional services can be
characterized as advisory in nature and generally include the following:
investment banking/financial advisory services; commercial banking (beyond
deposit services); investment services; insurance services; accounting/audit
services; consulting services; marketing services; and legal services. The case
of participation in a banking syndicate by a non-lead bank should be considered
a transaction (and hence subject to the associated materiality test) rather than
a professional relationship.
[3] A business
relationship may be material if the transaction value (of all outstanding
transactions) entered into between the company and the company or organization
with which the director is associated is equivalent to either 1 percent of the
company's turnover or 1 percent of the turnover of the company or organization
with which the director is associated. OR, A business relationship may be
material if the transaction value (of all outstanding financing operations)
entered into between the company and the company or organization with which the
director is associated is more than 10 percent of the company's shareholder
equity or the transaction value, (of all outstanding financing operations),
compared to the company's total assets, is more than 5 percent.
[4] For example, in continental Europe, directors with a
tenure exceeding 12 years will be considered non-independent. In the United
Kingdom and Ireland, directors with a tenure exceeding nine years will be
considered non-independent, unless the company provides sufficient and clear
justification that the director is independent despite his long
tenure.
[5] For purposes of ISS' director
independence classification, material will be defined as a standard of
relationship financial, personal or otherwise that a reasonable person might
conclude could potentially influence one's objectivity in the boardroom in a
manner that would have a meaningful impact on an individual's ability to satisfy
requisite fiduciary standards on behalf of shareholders.
Contested Director
Elections*
For contested elections of directors, e.g. the election of shareholder
nominees or the dismissal of incumbent directors, ISS will make its
recommendation on a case-by-case basis, determining which directors are best
suited to add value for shareholders.
The analysis will generally be based
on, but not limited to, the following major decision factors:
-
Company performance relative to its peers;
-
Strategy of the incumbents versus the
dissidents;
-
Independence of directors/nominees;
-
Experience and skills of board candidates;
-
Governance profile of the company;
-
Evidence of management entrenchment;
-
Responsiveness to shareholders;
-
Whether a takeover offer has been rebuffed;
-
Whether minority or majority
representation is being sought.
____________________
*
See
introductory information concerning proxies involving this issue and the
supplementary actions the Advisor may take.
A-17
When analyzing a contested election of
directors, ISS will generally focus on two central questions: (1) Have the
dissidents proved that board change is warranted? And (2) if so, are the
dissident board nominees likely to effect positive change (i.e., maximize
long-term shareholder value).
Discharge of Directors
Generally vote FOR the discharge of directors, including
members of the management board and/or supervisory board,
unless
there is reliable
information about significant and compelling controversies that the board is not
fulfilling its fiduciary duties warranted by:
-
A lack of oversight or actions by board members
which invoke shareholder distrust related to malfeasance or poor supervision,
such as operating in private or company interest rather than in shareholder
interest; or
-
Any legal issues (e.g. civil/criminal) aiming to
hold the board responsible for breach of trust in the past or related to
currently alleged actions yet to be confirmed (and not only the fiscal year in
question), such as price fixing, insider trading, bribery, fraud, and other
illegal actions; or
-
Other egregious governance issues where
shareholders will bring legal action against the company or its
directors.
For markets which do not routinely
request discharge resolutions (e.g. common law countries or markets where
discharge is not mandatory), analysts may voice concern in other appropriate
agenda items, such as approval of the annual accounts or other relevant
resolutions, to enable shareholders to express discontent with the
board.
Director,
Officer, and Auditor Indemnification and Liability Provisions
Vote proposals seeking indemnification
and liability protection for directors and officers on a CASE-BY-CASE
basis.
Vote AGAINST proposals to indemnify
external auditors.
Board Structure
Vote FOR proposals to fix board size.
Vote AGAINST the introduction of
classified boards and mandatory retirement ages for directors.
Vote AGAINST proposals to alter board
structure or size in the context of a fight for control of the company or the
board.
3. CAPITAL STRUCTURE*
Share Issuance
Requests
General Issuances
Vote FOR issuance requests with
preemptive rights to a maximum of 100 percent over currently issued
capital.
Vote FOR issuance requests without
preemptive rights to a maximum of 20 percent of currently issued
capital.
Specific Issuances
Vote on a CASE-BY-CASE basis on all
requests, with or without preemptive rights.
Increases in Authorized Capital
Vote FOR non-specific proposals to
increase authorized capital up to 100 percent over the current authorization
unless the increase would leave the company with less than 30 percent of its new
authorization outstanding.
Vote FOR specific proposals to increase
authorized capital to any amount, unless:
-
The specific purpose of the increase (such as a
share-based acquisition or merger) does not meet ISS guidelines for the
purpose being proposed; or
-
The increase would leave the company with less
than 30 percent of its new authorization outstanding after adjusting for all
proposed issuances.
Vote AGAINST proposals to adopt
unlimited capital authorizations.
____________________
*
See introductory
information concerning proxies involving this issue and the supplementary
actions the Advisor may take.
A-18
Reduction of Capital
Vote FOR proposals to reduce capital for routine accounting
purposes unless the terms are unfavorable to shareholders.
Vote proposals to reduce capital in
connection with corporate restructuring on a CASE-BY-CASE basis.
Capital Structures
Vote FOR resolutions that seek to maintain or convert to a
one-share, one-vote capital structure.
Vote AGAINST requests for the creation
or continuation of dual-class capital structures or the creation of new or
additional super voting shares.
Preferred Stock
Vote FOR the creation of a new class of preferred stock or for
issuances of preferred stock up to 50 percent of issued capital unless the terms
of the preferred stock would adversely affect the rights of existing
shareholders.
Vote FOR the creation/issuance of
convertible preferred stock as long as the maximum number of common shares that
could be issued upon conversion meets ISS guidelines on equity issuance
requests.
Vote AGAINST the creation of a new
class of preference shares that would carry superior voting rights to the common
shares.
Vote AGAINST the creation of blank
check preferred stock unless the board clearly states that the authorization
will not be used to thwart a takeover bid.
Vote proposals to increase blank check
preferred authorizations on a CASE-BY-CASE basis.
Debt Issuance Requests
Vote non-convertible debt issuance requests on a CASE-BY-CASE
basis, with or without preemptive rights.
Vote FOR the creation/issuance of
convertible debt instruments as long as the maximum number of common shares that
could be issued upon conversion meets ISS guidelines on equity issuance
requests.
Vote FOR proposals to restructure
existing debt arrangements unless the terms of the restructuring would adversely
affect the rights of shareholders.
Pledging of Assets for Debt
Vote proposals to approve the pledging of
assets for debt on a CASE-BY-CASE basis.
Increase in Borrowing Powers
Vote proposals to approve increases in a
company's borrowing powers on a CASE-BY-CASE basis.
Share Repurchase Plans
Generally vote FOR market repurchase authorities (share
repurchase programs) if the terms comply with the following criteria:
-
A repurchase limit of up to 10 percent of
outstanding issued share capital (15 percent in U.K./Ireland);
-
A holding limit of up to 10 percent of a company's
issued share capital in treasury (on the shelf); and
-
A duration of no more than five years, or such
lower threshold as may be set by applicable law, regulation or code of governance best
practice.
A-19
Authorities to repurchase shares in
excess of the 10 percent repurchase limit will be assessed on a case-by-case
basis. ISS may support such share repurchase authorities under special
circumstances, which are required to be publicly disclosed by the company,
provided that, on balance, the proposal is in shareholders' interests. In such
cases, the authority must comply with the following criteria:
-
A holding limit of up to 10 percent of a company's
issued share capital in treasury (on the shelf); and
-
A duration of no more than 18
months.
In markets where it is normal practice
not to provide a repurchase limit, ISS will evaluate the proposal based on the
company's historical practice. However, ISS expects companies to disclose such
limits and, in the future, may recommend a vote against companies that fail to
do so. In such cases, the authority must comply with the following
criteria:
-
A holding limit of up to 10 percent of a company's
issued share capital in treasury (on the shelf); and
-
A duration of no more than 18
months.
In addition, ISS will recommend AGAINST
any proposal where:
-
The repurchase can be used for takeover
defenses;
-
There is clear evidence of abuse;
-
There is no safeguard against selective buybacks;
and/or
-
Pricing provisions and safeguards are deemed to be
unreasonable in light of market practice.
Reissuance of Repurchased Shares
Vote FOR requests to reissue any
repurchased shares unless there is clear evidence of abuse of this authority in
the past.
Capitalization of Reserves for Bonus
Issues/Increase in Par Value
Vote FOR
requests to capitalize reserves for bonus issues of shares or to increase par
value.
4. COMPENSATION*
Compensation Plans
Vote compensation plans on a CASE-BY-CASE
basis.
Director Compensation
Vote FOR proposals to award cash fees to non-executive
directors unless the amounts are excessive relative to other companies in the
country or industry.
Vote non-executive director
compensation proposals that include both cash and share-based components on a
CASE-BY-CASE basis.
Vote proposals that bundle compensation
for both non-executive and executive directors into a single resolution on a
CASE-BY-CASE basis.
Vote AGAINST proposals to introduce
retirement benefits for non-executive directors.
5. OTHER ITEMS
Reorganizations/Restructurings*
Vote reorganizations and restructurings
on a CASE-BY-CASE basis.
____________________
*See introductory information
concerning proxies involving this issue and the supplementary actions the
Advisor may take.
A-20
Mergers and Acquisitions*
Vote CASE-BY-CASE on mergers and
acquisitions taking into account the following:
For every M&A analysis, ISS reviews
publicly available information as of the date of the report and evaluates the
merits and drawbacks of the proposed transaction, balancing various and
sometimes countervailing factors including:
-
Valuation - Is the value to be received by the
target shareholders (or paid by the acquirer) reasonable? While the fairness
opinion may provide an initial starting point for assessing valuation
reasonableness, ISS places emphasis on the offer premium, market reaction, and
strategic rationale.
-
Market reaction - How has the market responded to
the proposed deal? A negative market reaction will cause ISS to scrutinize a
deal more closely.
-
Strategic rationale - Does the deal make sense
strategically? From where is the value derived? Cost and revenue synergies
should not be overly aggressive or optimistic, but reasonably achievable.
Management should also have a favorable track record of successful integration
of historical acquisitions.
-
Conflicts of interest - Are insiders benefiting
from the transaction disproportionately and inappropriately as compared to
non-insider shareholders? ISS will consider whether any special interests may
have influenced these directors and officers to support or recommend the
merger.
-
Governance - Will the combined company have a
better or worse governance profile than the current governance profiles of the
respective parties to the transaction? If the governance profile is to change
for the worse, the burden is on the company to prove that other issues (such
as valuation) outweigh any deterioration in governance.
Vote AGAINST if the companies do not
provide sufficient information upon request to make an informed voting
decision.
Mandatory Takeover Bid Waivers
Vote proposals to waive mandatory
takeover bid requirements on a CASE-BY-CASE basis.
Reincorporation Proposals
Vote reincorporation proposals on a
CASE-BY-CASE basis.
Expansion of Business Activities
Vote FOR resolutions to expand business
activities unless the new business takes the company into risky
areas.
Related-Party Transactions
In evaluating resolutions that seek
shareholder approval on related-party transactions (RPTs), vote on a
case-by-case basis, considering factors including, but not limited to, the
following:
-
The parties on either side of the
transaction;
-
The nature of the asset to be transferred/service
to be provided;
-
The pricing of the transaction (and any associated
professional valuation);
-
The views of independent directors (where
provided);
-
The views of an independent financial adviser
(where appointed);
-
Whether any entities party to the transaction
(including advisers) is conflicted; and
-
The stated rationale for the transaction,
including discussions of timing.
If there is a transaction that ISS
deemed problematic and that was not put to a shareholder vote, ISS may recommend
against the election of the director involved in the related-party transaction
or the full board.
Antitakeover Mechanisms
Generally vote AGAINST all antitakeover
proposals, unless they are structured in such a way that they give shareholders the ultimate decision
on any proposal or offer.
A-21
Shareholder Proposals
Vote all shareholder proposals on a CASE-BY-CASE
basis.
Vote FOR proposals that would improve
the company's corporate governance or business profile at a reasonable
cost.
Vote AGAINST proposals that limit the
company's business activities or capabilities or result in significant costs
being incurred with little or no benefit.
Corporate Social Responsibility (CSR)
Issues
Generally vote FOR the managements
recommendation on shareholder proposals involving CSR Issues. When evaluating
social and environmental shareholder proposals, Dimensional considers the most
important factor to be whether adoption of the proposal is likely to enhance or
protect shareholder value.
A-22
Appendix B
LONG-TERM AND SHORT-TERM DEBT
SECURITIES RATING DESCRIPTIONS
Standard & Poors, a division of
The McGraw-Hill Companies, Inc. (S&P), Corporate Long-Term Issue Ratings:
AAA An obligation rated AAA has the
highest rating assigned by S&P. The obligors capacity to meet its financial
commitment on the obligation is extremely strong.
AA An obligation rated AA differs
from the highest-rated obligations only to a small degree. The obligors
capacity to meet its financial commitment on the obligation is very strong.
A An obligation rated A is somewhat
more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligors
capacity to meet its financial commitment on the obligation is still strong.
BBB An obligation rated BBB
exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the
obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C Obligations
rated BB, B, CCC, CC, and C are regarded as having significant
speculative characteristics. BB indicates the least degree of speculation and
C the highest. While such obligations will likely have some quality and
protective characteristics, these may be outweighed by large uncertainties or
major exposures to adverse conditions.
BB An obligation rated BB is less
vulnerable to nonpayment than other speculative issues. However, it faces major
ongoing uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to the obligors inadequate capacity to meet its
financial commitment on the obligation.
B An obligation rated B is more
vulnerable to nonpayment than obligations rated BB, but the obligor currently
has the capacity to meet its financial commitment on the obligation. Adverse
business, financial, or economic conditions will likely impair the obligors
capacity or willingness to meet its financial commitment on the obligation.
CCC An obligation rated CCC is
currently vulnerable to nonpayment, and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial
commitment on the obligation. In the event of adverse business, financial, or
economic conditions, the obligor is not likely to have the capacity to meet its
financial commitment on the obligation.
CC An obligation rated CC is
currently highly vulnerable to nonpayment.
C A C rating is assigned to
obligations that are currently highly vulnerable to nonpayment, obligations that
have payment arrearages allowed by the terms of the documents, or obligations of
an issuer that is the subject of a bankruptcy petition or similar action which
have not experienced a payment default. Among others, the C rating may be
assigned to subordinated debt, preferred stock or other obligations on which
cash payments have been suspended in accordance with the instruments terms or
when preferred stock is the subject of a distressed exchange offer, whereby some
or all of the issue is either repurchased for an amount of cash or replaced by
other instruments having a total value that is less than par.
D An obligation rated D is in
payment default. The D rating category is used when payments on an obligation,
including a regulatory capital instrument, are not made on the date due even if
the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period. The D rating also will be used
upon the filing of a bankruptcy petition or the taking of similar action if
payments on an obligation are jeopardized. An obligation's rating is lowered to
D upon completion of a distressed
exchange offer, whereby some or all of the issue is either repurchased for an
amount of cash or replaced by other instruments having a total value that is
less than par.
B-1
Plus (+) or Minus (-) The ratings
from AA to CCC may be modified by the addition of a plus (+) or minus (-)
sign to show relative standing within the major rating categories.
NR This indicates that no rating has
been requested, that there is insufficient information on which to base a
rating, or that S&P does not rate a particular obligation as a matter of
policy.
Moodys Investors Service, Inc.s
(Moodys) Long-Term Obligation Ratings:
Aaa Obligations rated Aaa are judged
to be of the highest quality, with minimal credit risk.
Aa Obligations rated Aa are judged to
be of high quality and are subject to very low credit risk.
A Obligations rated A are considered
upper-medium grade and are subject to low credit risk.
Baa Obligations rated Baa are subject
to moderate credit risk. They are considered medium-grade and as such may
possess certain speculative characteristics.
Ba Obligations rated Ba are judged to
have speculative elements and are subject to substantial credit risk.
B Obligations rated B are considered
speculative and are subject to high credit risk.
Caa Obligations rated Caa are judged
to be of poor standing and are subject to very high credit risk.
Ca Obligations rated Ca are highly
speculative and are likely in, or very near, default, with some prospect of
recovery of principal and interest.
C Obligations rated C are the lowest
rated class of bonds and are typically in default, with little prospect for
recovery of principal or interest.
Modifiers: Moodys appends numerical
modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa.
The modifier 1 indicates that the obligation ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates a ranking in the lower end of that generic rating category.
Fitch Ratings Ltd.s (Fitch)
Corporate Finance Obligations Long-Term Ratings:
AAA Highest credit quality. AAA
ratings denote the lowest expectation of credit risk. They are assigned only in
cases of exceptionally strong capacity for payment of financial commitments.
This capacity is highly unlikely to be adversely affected by foreseeable events.
AA Very high credit quality. AA
ratings denote expectations of very low credit risk. They indicate very strong
capacity for payment of financial commitments. This capacity is not
significantly vulnerable to foreseeable events.
A High credit quality. A ratings
denote expectations of low credit risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic conditions than is the case for
higher ratings.
BBB Good credit quality. BBB
ratings indicate that expectations of credit risk are currently low. The
capacity for payment of financial commitments is considered adequate but adverse
business or economic conditions are more likely to impair this capacity.
B-2
BB Speculative. BB ratings indicate
an elevated vulnerability to credit risk, particularly in the event of adverse
changes in business or economic conditions over time; however, business or
financial alternatives may be available to allow financial commitments to be
met.
B Highly speculative. B ratings
indicate that material credit risk is present. For performing obligations,
default risk is commensurate with the issuer being rated with an Issuer Default
Risk (IDR) in the ranges BB to C. For issuers with an IDR below B, the
overall credit risk of this obligation is moderated by the expected level of
recoveries should a default occur. For issuers with an IDR above B, the
overall credit risk of this obligation is exacerbated by the expected low level
of recoveries should a default occur. For non-performing obligations, the
obligation or issuer is in default, or has deferred payment, but the rated
obligation is expected to have extremely high recovery rates consistent with a
Recovery Rating of RR1 (outstanding recovery prospects given default).
CCC Substantial credit risk. CCC
ratings indicate that substantial credit risk is present. For performing
obligations, default risk is commensurate with an IDR in the ranges B to C.
For issuers with an IDR below CCC, the overall credit risk of this obligation
is moderated by the expected level of recoveries should a default occur. For
issuers with an IDR above CCC, the overall credit risk of this obligation is
exacerbated by the expected low level of recoveries should a default occur. For
non-performing obligations, the obligation or issuer is in default, or has
deferred payment, but the rated obligation is expected to have a superior
recovery rate consistent with a Recovery Rating of RR2 (superior recovery
prospects given default).
CC Very high levels of credit risk.
CC ratings indicate very high levels of credit risk. For performing
obligations, default risk is commensurate with an IDR in the ranges B to C.
For issuers with an IDR below CC, the overall credit risk of this obligation
is moderated by the expected level of recoveries should a default occur. For
issuers with an IDR above CC, the overall credit risk of this obligation is
exacerbated by the expected low level of recoveries should a default occur. For
non-performing obligations, the obligation or issuer is in default, or has
deferred payment, but the rated obligation is expected to have a good recovery
rate consistent with a Recovery Rating of RR3 (good recovery prospects given
default).
C Exceptionally high levels of credit
risk. C indicates exceptionally high levels of credit risk. For performing
obligations, default risk is commensurate with an IDR in the ranges B to C.
The overall credit risk of this obligation is exacerbated by the expected low
level of recoveries should a default occur. For non-performing obligations, the
obligation or issuer is in default, or has deferred payment, and the rated
obligation is expected to have an average, below-average or poor recovery rate
consistent with a Recovery Rating of RR4 (average recovery prospects given
default), RR5 (below average recovery prospects given default) or RR6 (poor
recovery prospects given default).
Defaulted obligations typically are not
assigned 'D' ratings, but are instead rated in the 'B' to 'C' rating categories,
depending upon their recovery prospects and other relevant characteristics. This
approach better aligns obligations that have comparable overall expected loss
but varying vulnerability to default and loss.
Plus (+) or Minus (-) The modifiers +
or - may be appended to a rating to denote relative status within major rating
categories. Such suffixes are not added to the AAA obligation rating category,
or to corporate finance obligation ratings in the categories below B.
emr The subscript 'emr' is appended
to a rating to denote embedded market risk which is beyond the scope of the
rating. The designation is intended to make clear that the rating solely
addresses the counterparty risk of the issuing bank. It is not meant to indicate
any limitation in the analysis of the counterparty risk, which in all other
respects follows published Fitch criteria for analyzing the issuing financial
institution. Fitch does not rate these instruments where the principal is to any
degree subject to market risk.
B-3
S&Ps Short-Term Issue Credit
Ratings:
A-1 A short-term obligation rated
A-1 is rated in the highest category by S&P. The obligors capacity to
meet its financial commitment on the obligation is strong. Within this category,
certain obligations are designated with a plus sign (+). This indicates that the
obligors capacity to meet its financial commitment on these obligations is
extremely strong.
A-2 - A short-term obligation rated
A-2 is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rating
categories. However, the obligors capacity to meet its financial commitment on
the obligation is satisfactory.
A-3 - A short-term obligation rated
A-3 exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.
B - A short-term obligation rated B
is regarded as having significant speculative characteristics. Ratings of B-1,
B-2, and B-3 may be assigned to indicate finer distinctions within the B
category. The obligor currently has the capacity to meet its financial
commitment on the obligation; however, it faces major ongoing uncertainties
which could lead to the obligors inadequate capacity to meet its financial
commitment on the obligation.
B-1 - A short-term obligation rated
B-1 is regarded as having significant speculative characteristics, but the
obligor has a relatively stronger capacity to meet its financial commitments
over the short-term compared to other speculative-grade obligors.
B-2 - A short-term obligation rated
B-2 is regarded as having significant speculative characteristics, and the
obligor has an average speculative-grade capacity to meet its financial
commitments over the short-term compared to other speculative-grade obligors.
B-3 - A short-term obligation rated
B-3 is regarded as having significant speculative characteristics, and the
obligor has a relatively weaker capacity to meet its financial commitments over
the short-term compared to other speculative-grade obligors.
C - A short-term obligation rated C
is currently vulnerable to nonpayment and is dependent upon favorable business,
financial and economic conditions for the obligor to meet its financial
commitment on the obligation.
D - A short-term obligation rated D
is in payment default. The D rating category is used when payments on an
obligation, including a regulatory capital instrument, are not made on the date
due even if the applicable grace period has not expired, unless S&P believes
that such payments will be made during such grace period. The D rating also
will be used upon the filing of a bankruptcy petition or the taking of a similar
action if payments on an obligation are jeopardized.
Dual Ratings S&P assigns dual
ratings to all debt issues that have a put option or demand feature as part of
their structure. The first rating addresses the likelihood of repayment of
principal and interest as due, and the second rating addresses only the demand
feature. The long-term rating symbols are used for bonds to denote the long-term
maturity and the short-term rating symbols for the put option (for example,
AAA/A-1+). With U.S. municipal short-term demand debt, note rating symbols are
used with the short-term issue credit rating symbols (for example,
SP-1+/A-1+).
Moodys Short-Term Obligation
Ratings:
P-1 - Issuers (or supporting
institutions) rated Prime-1 have a superior ability to repay short-term debt
obligations.
P-2 - Issuers (or supporting
institutions) rated Prime-2 have a strong ability to repay short-term debt
obligations.
B-4
P-3 - Issuers (or supporting
institutions) rated Prime-3 have an acceptable ability to repay short-term
obligations.
NP - Issuers (or supporting
institutions) rated Not Prime do not fall within any of the Prime rating
categories.
Note: Canadian issuers rated P-1 or P-2
have their short-term ratings enhanced by the senior-most long-term rating of
the issuer, its guarantor or support-provider.
Fitchs Short-Term Obligation
Ratings:
F1 - Highest short-term credit quality.
Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added + to denote any exceptionally strong credit
feature.
F2 - Good short-term credit quality.
Good intrinsic capacity for timely payment of financial commitments.
F3 - Fair short-term credit quality.
The intrinsic capacity for timely payment of financial commitments is adequate.
B Speculative short-term credit
quality. Minimal capacity for timely payment of financial commitments, plus
heightened vulnerability to near term adverse changes in financial and economic
conditions.
C - High short-term default risk.
Default is a real possibility.
RD Restricted default. Indicates an
entity that has defaulted on one or more of its financial commitments, although
it continues to meet other financial obligations. Applicable to entity ratings
only.
D Default. Indicates a broad-based
default event for an entity, or the default of a specific short-term obligation.
B-5
PART C: OTHER INFORMATION
ITEM 28. EXHIBITS
|
(a)
|
Amended and Restated Agreement and
Declaration of Trust
6
|
|
(b)
|
Amended and Restated
By-Laws
7
|
|
(c)
|
See Article III, Shares, and
Article V, Shareholders Voting Powers and Meetings of Amended and
Restated Declaration of Trust of Registrant. See Article II, Meetings of
Shareholders, and Article VII, Records
and Reports of Registrants Amended and Restated
By-Laws.
|
|
(d)
|
(i)
|
|
Investment Advisory and
Administrative Services Agreement with LWI Financial Inc.
10
|
|
|
(ii)
|
|
Amendment to Investment Advisory and
Administrative Services Agreement with LWI Financial Inc.
14
|
|
|
(iii)
|
|
Fee Waiver and Expense Reimbursement
Letter Agreement between LWI Financial Inc. and SA Funds Investment
Trust
12
|
|
|
(iv)
|
|
Investment Sub-Advisory Agreement
with Dimensional Fund Advisors LP
10
|
|
|
(v)
|
|
Amendment No. 1 to Investment
Sub-Advisory Agreement with Dimensional Fund Advisors LP
13
|
|
(e)
|
|
|
Distribution Agreement with Loring
Ward Securities Inc.
10
|
|
(f)
|
|
|
Not Applicable.
|
|
(g)
|
(i)
|
|
Custodian Contract with State Street
Bank and Trust Company
1
|
|
|
(i)
|
(a)
|
Amendment to Custodian Contract with
State Street Bank and Trust Company
3
|
|
|
(i)
|
(b)
|
Letter agreement amending the
Custodian Contract with State Street Bank and Trust Company
9
|
|
(h)
|
(i)
|
|
Second Amended and Restated
Sub-Administration Agreement with State Street Bank and Trust Company
9
|
|
|
(ii)
|
|
Transfer Agency and Service
Agreement with State Street Bank and Trust Company
2
|
|
|
(ii)
|
(a)
|
Delegation Amendment to Transfer
Agency and Service Agreement with State Street Bank and Trust Company
5
|
|
|
(ii)
|
(b)
|
Revised Exhibit A to Delegation
Amendment
6
|
|
|
(ii)
|
(c)
|
Amendment to Transfer Agency and
Service Agreement with State Street Bank and Trust Company
12
|
|
|
(iii)
|
|
Amended and Restated Shareholder
Service Agreement with Assante Asset Management Inc. (n/k/a LWI Financial
Inc.)
4
|
|
|
(iii)
|
(a)
|
Amended Schedule A to Amended and
Restated Shareholder Service Agreement
9
|
|
|
(iv)
|
|
Master Feeder Participation
Agreement with DFA Investment Dimensions Group Inc.
3
|
|
|
(iv)
|
(a)
|
Amendment to Master Feeder
Participation Agreement with DFA Investment Dimensions Group Inc.
10
|
|
(i)
|
|
|
Opinion and Consent of K&L Gates
LLP to be filed by amendment.
|
|
(j)
|
(i)
|
|
Power of Attorney dated June 14,
2012
13
|
|
|
(ii)
|
|
DFA Investment Dimensions Group Inc.
Power of Attorney dated December 17, 2010
13
|
|
|
(iii)
|
|
Consent of [ ] with respect to SA Funds - Investment Trust to be filed by amendment
|
|
|
|
|
|
1
|
|
(iv)
|
|
Consent of [ ] with respect to International Small Company Portfolio (constituting a
portfolio with DFA Investment Dimensions Group Inc.) to be filed by
amendment
|
|
(k)
|
|
|
Not Applicable.
|
|
(l)
|
|
|
Initial Capital
Agreement
1
|
|
(m)
|
|
|
Not Applicable.
|
|
(n)
|
|
|
Not Applicable.
|
|
(o)
|
|
|
Not Applicable.
|
|
(p)
|
(i)
|
|
Code of Ethics for SA Funds
Investment Trust, LWI Financial Inc. and Loring Ward Securities Inc.
14
|
|
|
(ii)
|
|
Code of Ethics of DFA Investment
Dimensions Group Inc., The DFA Investment Trust Company, Dimensional
Emerging Markets Value Fund, Dimensional Investment Group Inc.,
Dimensional Fund Advisors LP, DFA Securities LLC, Dimensional Fund
Advisors Ltd., DFA Australia Limited, Dimensional Fund Advisors Canada
ULC, Dimensional Smartnest (US) LLC and Dimensional Fund Advisors PTE.
LTD.
14
|
____________________
1
Incorporated herein
by reference from Pre-Effective Amendment No. 2 to Registrants
Registration Statement on Form N-1A (the Registration Statement) (File
Nos. 333-70423, 811-09195) as filed with the Securities and Exchange
Commission on July 15, 1999.
|
2
Incorporated herein
by reference from Post-Effective Amendment No. 5 to the Registration
Statement as filed with the Securities and Exchange Commission on July 25,
2000.
|
3
Incorporated herein
by reference from Post-Effective Amendment No. 9 to the Registration
Statement as filed with the Securities and Exchange Commission on August
29, 2001.
|
4
Incorporated herein
by reference from Post-Effective Amendment No. 10 to the Registration
Statement as filed with the Securities and Exchange Commission on October
26, 2001.
|
5
Incorporated herein
by reference from Post-Effective Amendment No. 11 to the Registration
Statement as filed with the Securities and Exchange Commission on October
23, 2002.
|
6
Incorporated herein
by reference from Post-Effective Amendment No. 12 to the Registration
Statement as filed with the Securities and Exchange Commission on October
21, 2003.
|
7
Incorporated herein
by reference from Post-Effective Amendment No. 13 to the Registration
Statement as filed with the Securities and Exchange Commission on October
22, 2004.
|
8
Incorporated herein
by reference from Post-Effective Amendment No. 16 to the Registration
Statement as filed with the Securities and Exchange Commission on October
26, 2006.
|
9
Incorporated herein
by reference from Post-Effective Amendment No. 19 to the Registration
Statement as filed with the Securities and Exchange Commission on August
27, 2007.
|
10
Incorporated herein
by reference from Post-Effective Amendment No. 23 to the Registration
Statement as filed with the Securities and Exchange Commission on October
28, 2009.
|
11
Incorporated herein
by reference from Post-Effective Amendment No. 26 to the Registration
Statement as filed with the Securities and Exchange Commission on August
29, 2011.
|
12
Incorporated herein
by reference from Post-Effective Amendment No. 27 to the Registration
Statement as filed with the Securities and Exchange Commission on October
28, 2011.
|
13
Incorporated herein
by reference from Post-Effective Amendment No. 29 to the Registration
Statement as filed with the Securities and Exchange Commission on October
26, 2012.
|
14
Filed
herewith.
|
2
ITEM
29.
|
PERSONS CONTROLLED BY OR UNDER
COMMON CONTROL WITH THE REGISTRANT
|
None
ITEM 30. INDEMNIFICATION
Article VII, Section 2 of the Amended
and Restated Agreement and Declaration of Trust provides:
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 Registrant, nor
shall any trustee be responsible for the act or omission of any other trustee,
and the Registrant 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 trustees performance of his or her duties as a trustee of the Registrant;
provided that nothing contained in the Amended and Restated Agreement and
Declaration of Trust shall indemnify, hold harmless or protect any trustee from
or against any liability to the Registrant 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, contract, instrument,
certificate or undertaking and every other act or thing whatsoever issued,
executed or done by or on behalf of the Registrant or the trustees or any of
them in connection with the Registrant 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.
Article VI of the Amended and Restated
By-Laws provides in relevant part:
The Registrant shall indemnify any
person who was or is a party or is threatened to be made a party to any
proceeding (other than an action by or in the right of the Registrant) by reason
of the fact that such person is or was an agent of the Trust (including
trustees, officers, employees and other agents of the Registrant), against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding, if it is determined that
person acted in good faith and reasonably believed: (a) in the case of conduct
in his or her official capacity as a trustee of the Registrant, that his or her
conduct was in the Registrants best interests, (b) in all other cases, that his
or her conduct was at least not opposed to the Registrants best interests, and
(c) in the case of a criminal proceeding, that he or she had no reasonable cause
to believe the conduct of that person was unlawful. The termination of any
proceeding by judgment order, settlement, conviction or upon a plea of
nolo contendere
or its equivalent shall not of itself create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interests of the Registrant or that the person had
reasonable cause to believe that the persons conduct was unlawful.
The Registrant shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that that person is or was
an agent of the Registrant, against expenses actually and reasonably incurred by
that person in connection with the defense or settlement of that action if that
person acted in good faith, in a manner that person believed to be in the best
interests of the Registrant and with such care, including reasonable inquiry, as
an ordinarily prudent person in a like position would use under similar
circumstances.
3
Notwithstanding any provision to the
contrary contained in the Amended and Restated By-Laws, there shall be no right
to indemnification for any liability arising by reason of willful misfeasance,
bad faith, gross negligence, or the reckless disregard of the duties involved in
the conduct of the agents office with the Registrant.
Section 1 of each Indemnification
Agreement between the Registrant and each Trustee provides:
The Registrant shall indemnify and hold
harmless the trustee against any expenses actually and reasonably incurred by
the trustee in any proceeding arising out of or in connection with the trustees
service to the Registrant, to the fullest extent permitted by the Agreement and
Declaration of Trust and By-Laws of the Registrant, the Delaware Statutory Trust
Act, the Securities Act of 1933, as amended (the 1933 Act), and the Investment
Company Act of 1940, as amended (the 1940 Act), as now or hereafter in force,
subject to the following provisions.
The trustee shall be indemnified
pursuant to Section 1 against any such expenses unless the trustee is subject to
such expenses by reason of the trustees willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
or her office as defined in such Section 17(h) of the 1940 Act (Disabling
Conduct).
The trustee shall be indemnified
pursuant to Section 1 if either: (1) the court or other body before which the
proceeding relating to the trustees liability is brought shall have rendered a
final decision on the merits, finding that the trustee is not liable by reason
of Disabling Conduct or is entitled to indemnification; or (2) the proceeding
against the trustee shall have been dismissed for insufficiency of evidence of
any Disabling Conduct with which the trustee has been charged; or (3) in the
absence of such a final decision, dismissal or withdrawal, a determination shall
have been made that the trustee is not rendered ineligible by reason of
Disabling Conduct, based upon a review of the facts, by either the vote of a
majority of a quorum of non-party independent trustees or the determination of
independent counsel in a written opinion.
Section 13 of the Investment Advisory
and Administrative Services Agreement provides:
The Registrant shall indemnify and hold
harmless the investment adviser and its shareholders, directors, officers and
employees (any such person, an Indemnified Party) against any loss, liability,
claim, damage or expense (including the reasonable cost of investigating and
defending any alleged loss, liability, claim, damage or expenses and reasonable
legal fees incurred in connection therewith) arising out of the Indemnified
Partys performance or non-performance of any duties under the agreement
provided, however, that nothing in the agreement shall be deemed to protect any
Indemnified Party against any liability to which such Indemnified Party would
otherwise be subject by reason of willful misfeasance, bad faith or negligence
in the performance of duties hereunder or by reason of reckless disregard of the
obligations and duties under the agreement.
No provision of the agreement shall be
construed to protect the investment adviser, any director or officer of the
investment adviser, or any trustee or officer of the Registrant, from liability
in violation of Sections 17(h) and (i) of the 1940 Act.
Section 6 of the Distribution Agreement
provides:
The Registrant agrees to indemnify and
hold harmless the distributor and any dealer that enters into a selected dealer
agreement with the distributor, which provides for such indemnification, in the
form approved by the Board of Trustees of the Registrant (each an Indemnified
Dealer) and each of the directors, officers, agents and employees and any
person who controls the distributor or the Indemnified Dealer within the meaning
of Section 15 of the 1933 Act (any of the distributor, any Indemnified Dealer,
their officers, agents, employees and directors or such control persons, for
purposes of this paragraph, an Indemnitee) against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages or expense and reasonable counsel
fees incurred in connection therewith) arising out of or based upon the claim
that the Registration Statement, Prospectus, shareholder reports or other
information filed or made public by the Registrant (as from time to time
amended) included an untrue statement of a material fact or omitted to state a
material fact required to be stated or necessary in order to make the statements
not misleading under the 1933 Act, or any other statute or the common
law.
4
However, the Registrant does not agree
to indemnify the distributor or hold it harmless to the extent that the
statement or omission was made in reliance upon, and in conformity with
information furnished to the Registrant by or on behalf of the distributor. The
Registrant will also not indemnify any Indemnitee with respect to any untrue
statement or omission made in the Registration Statement or Prospectus that is
subsequently corrected in such document (or an amendment thereof or supplement
thereto) if a copy of the Prospectus (or such amendment or supplement) was not
sent or given to the person asserting any such loss, liability, claim, damage or
expense at or before the written confirmation to such person in any case where
such delivery is required by the 1933 Act and the Registrant had notified the
distributor of the amendment or supplement prior to the sending of the
confirmation. In no case (i) is the indemnity of the Registrant in favor of any
Indemnitee to be deemed to protect the Indemnitee against any liability to the
Registrant or its shareholders to which the Indemnitee would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under the agreement, or (ii) is the Registrant to be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against any Indemnitee unless the Indemnitee shall have notified
the Registrant in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon Indemnitee (or after Indemnitee shall have
received notice of service on any designated agent).
Insofar as indemnification for
liabilities arising under the 1933 Act may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person,
the 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 1933 Act and will be governed by the final adjudication of such
issue.
ITEM 31. BUSINESS AND OTHER CONNECTIONS
OF INVESTMENT ADVISER
LWI Financial Inc. performs investment
advisory services for the Registrant and institutional and individual investors.
Dimensional Fund Advisors LP performs
investment advisory services for the Registrant with respect to each of its
series as well as other investment companies and institutional and individual
investors.
See the information concerning LWI
Financial Inc. set forth in Parts A and B of this Registration Statement.
5
LWI Financial Inc. and Dimensional Fund
Advisors LP are investment advisers registered under the Investment Advisers Act
of 1940, as amended (the Advisers Act). The list required by this Item 31 of
directors, officers or partners of LWI Financial Inc. and Dimensional Fund
Advisors LP, 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 LWI Financial Inc. (SEC
File No. 801-55934) and Dimensional Fund Advisors LP (SEC File No. 801-16283)
pursuant to the Advisers Act.
ITEM 32. PRINCIPAL UNDERWRITERS
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(a)
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Not Applicable.
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(b)
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(1)
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(2)
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(3)
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Name and
Principal
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Positions and
Offices
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Positions and
Offices
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Business
Address
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with
Underwriter
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with
Registrant
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Alexander B. Potts
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President and Chief
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President and Chief
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LWI Financial Inc.
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Executive Officer
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Executive Officer
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3055 Olin Avenue
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Suite 2000
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San Jose, CA 95128
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Michael Clinton
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Chief Operating
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Chief Financial and
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LWI Financial Inc.
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Officer, Chief
Financial
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Accounting Officer
and
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3055 Olin Avenue
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Officer and Treasurer
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Treasurer
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Suite 2000
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San Jose, CA 95128
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Christopher D. Stanley
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Vice President,
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Vice President,
Chief
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LWI Financial Inc.
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General Counsel, Chief
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Legal Officer,
Chief
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3055 Olin Avenue
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Legal Officer and
Chief
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Compliance Officer
and
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Suite 2000
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Compliance Officer
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Anti-Money
Laundering
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San Jose, CA 95128
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Compliance Officer
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Marcy Tsagarakis
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Vice President
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Secretary
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LWI Financial Inc.
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3055 Olin Avenue
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Suite 2000
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San Jose, CA 95128
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(c)
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Not Applicable.
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6
ITEM 33. LOCATION OF ACCOUNTS AND
RECORDS
The Registrant's Trust Instrument and
By-Laws, minutes of meetings of the Registrant's Trustees and shareholders and
the Registrant's policies and contracts are maintained at the offices of the
Registrant, 3055 Olin Avenue, Suite 2000, San Jose, California 95128. The
following entities prepare, maintain and preserve all other records required by
Section 31(a) of the 1940 Act, as amended, and the rules promulgated thereunder
with respect to 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 Securities and Exchange Commission under the 1940
Act and that such records are the property of the Registrant and will be
surrendered promptly on request:
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(1)
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LWI Financial
Inc.
3055 Olin Avenue, Suite 2000
San Jose, California
95128
and
2880 Stevens Creek
Boulevard
Suite 200
San Jose, California 95128
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(2)
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Dimensional Fund Advisors LP
6300 Bee Cave Road
Building
One
Austin, Texas 78746
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(3)
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State Street Bank and Trust Company
801 Pennsylvania
Avenue
Kansas City, MO 64105
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(4)
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Boston Financial Data Services, Inc.
2000 Crown Colony
Drive
Quincy, MA 02169
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ITEM 34. MANAGEMENT SERVICES
Not Applicable.
ITEM 35. UNDERTAKINGS
Not Applicable.
7
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, and the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Post-Effective Amendment No. 31 to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose and the State of California
on the 29th day of August, 2013.
SA FUNDS - INVESTMENT
TRUST
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By:
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/s/
Alexander B. Potts
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Alexander B.
Potts
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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 persons in the capacities and on the date
indicated:
Signatures
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Title
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Date
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* /s/ Bryan W. Brown
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Trustee
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August 29, 2013
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Bryan W. Brown
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* /s/ Harold M. Shefrin
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Trustee
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August 29, 2013
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Harold M. Shefrin
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* /s/ Charles M. Roame
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Trustee
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August 29, 2013
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Charles M. Roame
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/s/ Alexander B. Potts
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President and
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August 29, 2013
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Alexander B. Potts
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Chief Executive
Officer
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/s/ Michael Clinton
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Treasurer and Chief
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August 29, 2013
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Michael Clinton
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Financial and Accounting
Officer
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*By:
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/s/ Christopher
Stanley
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Christopher Stanley
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As
Attorney-in-Fact for each Trustee
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*signed pursuant to power of
attorney.
8
SIGNATURES
As it relates to the SA
International Small Company Fund only, DFA Investment Dimensions Group Inc.
consents to the filing of this amendment to the Registration Statement of SA
Funds Investment Trust, which is signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Monica and the State of
California on the 29
th
day of August, 2013.
DFA Investment Dimensions
Group Inc.
|
|
By:
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/s/David G.
Booth*
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|
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David G. Booth
|
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President
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The undersigned Directors and
Principal Officers of DFA Investment Dimensions Group Inc. consent to the filing
of this amendment to the Registration Statement of SA Funds Investment Trust
as it relates to the SA International Small Company Fund only, on the date
indicated.
Signature
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Title
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|
Date
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/s/David G. Booth*
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President, Director, Chairman
and
|
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August 29, 2013
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David G. Booth
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Co-Chief Executive
Officer
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/s/David R. Martin*
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Chief Financial Officer,
Treasurer and
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August 29, 2013
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David R. Martin
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Vice President
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|
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/s/George M. Constantinides*
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Director
|
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August 29, 2013
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George M.
Constantinides
|
|
|
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|
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/s/John P. Gould*
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Director
|
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August 29, 2013
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John P. Gould
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|
|
|
|
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|
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/s/Roger G. Ibbotson*
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Director
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August 29, 2013
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Roger G. Ibbotson
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|
|
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/s/Edward P. Lazear*
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Director
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August 29, 2013
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Edward P. Lazear
|
|
|
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|
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/s/Eduardo A. Repetto*
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Director, Co-Chief Executive
Officer
|
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August 29, 2013
|
Eduardo A. Repetto
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and Chief Investment
Officer
|
|
|
|
|
|
|
|
/s/Myron S. Scholes*
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|
Director
|
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August 29, 2013
|
Myron S. Scholes
|
|
|
|
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|
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|
|
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/s/Abbie J. Smith*
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|
Director
|
|
August 29, 2013
|
Abbie J. Smith
|
|
|
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*By:
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/s/ Jeff J.
Jeon
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|
|
Jeff J. Jeon,
Attorney-in-Fact
|
|
(Pursuant to a
Power-of-Attorney)
|
9
Exhibit Index
Exhibit 28 (d)
(ii)
|
|
Amendment to
Investment Advisory and Administrative Services Agreement with LWI
Financial Inc.
|
|
|
|
Exhibit 28 (p)
(i)
|
|
Code of Ethics
for SA Funds Investment Trust, LWI Financial Inc. and Loring Ward
Securities Inc.
|
|
|
|
Exhibit 28 (p)
(ii)
|
|
Code of Ethics
of DFA Investment Dimensions Group Inc., The DFA Investment Trust Company,
Dimensional Emerging Markets Value Fund, Dimensional Investment Group
Inc., Dimensional Fund Advisors LP, DFA Securities LLC, Dimensional Fund
Advisors Ltd., DFA Australia Limited, Dimensional Fund Advisors Canada
ULC, Dimensional Smartnest (US) LLC and Dimensional Fund Advisors PTE.
LTD.
|
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