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 Practices Market Capitalization Weighting and Deviation 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 MKT
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 equity 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-Advisers market capitalization
guidelines described above, as of August 31, 2013, eligible market
capitalization was defined by the market capitalization of the highest 96% of
total market capitalization, which was approximately $1,314 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 MKT LLC
or Nasdaq Global Market
®
or such other securities exchanges deemed
appropriate by the Sub-Adviser.
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 Deviation 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 equity 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-Advisers market capitalization
guidelines described above, as of August 31, 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
$3,240 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 MKT LLC or Nasdaq Global Market
®
or such other securities
exchanges deemed appropriate by the Sub-Adviser.
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 Deviation 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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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 equity 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-Advisers market capitalization guidelines described
above, as of August 31, 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 $3,240 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 MKT LLC or Nasdaq Global Market
®
or such other securities exchanges deemed appropriate by the
Sub-Adviser.
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 Deviation 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 equity 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 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 August 31, 2013, the lowest minimum market
capitalization of a large or mid cap company in any country or region in which
the Fund invests was $1,650 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.
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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.
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 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
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Japanese Series
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10% - 35%
|
United Kingdom Series
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10% - 30%
|
Continental Series
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25% - 50%
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Asia Pacific Series
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0% - 25%
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Canadian Series
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0% -
20%
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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.
In addition to money market instruments
and other short-term investments, the DFA Portfolio and each Underlying Fund 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. 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.
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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 Underlying Funds. 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 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 August 31, 2013, the Sub-Adviser considers
Japanese small companies to be those companies with a market capitalization
below $1,672 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 August 31, 2013,
the Sub-Adviser considers United Kingdom small companies to be those companies
with a market capitalization below $4,814 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.
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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.
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 August 31, 2013, the highest maximum market
capitalization in any country or region in which the Continental Series invests
was $4,427 million. This threshold will vary by country or region. For example,
as of August 31, 2013, the Sub-Adviser considers a small company in the European
Monetary Union to have a market capitalization below $4,362 million, a small
company in Denmark to have a market capitalization below $3,581 million and a
small company in Sweden to have a market capitalization below $3,452 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 August 31, 2013, the Sub-Adviser considers
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Asia Pacific small companies to be
those companies with a market capitalization below $2,148 million in Australia,
$3,407 million in Hong Kong, $2,816 million in New Zealand and $1,951 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.
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 August 31, 2013, the Sub-Adviser considered Canadian
small companies to be those companies with a market capitalization of $2,302
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 Deviation 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.
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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.
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 generally available to institutional investors, clients of certain
registered investment advisors and financial institutions, and a limited number
of certain other investors as approved from time to time by the Sub-Adviser and
the shares of the Underlying Funds are generally available 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 institutional investors 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 equity 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 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 Funds 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 $2,037 million; and Hungary had the
lowest minimum market capitalization threshold for investment of approximately
$98 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
FundsDescription 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 FundsDescription 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) 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.
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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 MKT LLC or Nasdaq Global Market
®
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.
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 (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 Deviation 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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Prospectus
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57
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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 are 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 Weighting 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 deviations 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
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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.
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 Funds 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.
Call toll-free
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Prospectus
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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.
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
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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.
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.
Call toll-free
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Prospectus
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61
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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
|
|
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
|
Banking Concentration
Risk
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Risk
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cyclical Market
Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
Emerging Markets Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
European Economic
Risk
|
|
X
|
|
X
|
|
|
|
|
|
|
|
X
|
|
X
|
|
|
|
|
Foreign
Government
and
Supranational
Organizations
Risk
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Securities
and
Currency
Risk
|
|
|
|
X
|
|
|
|
|
|
|
|
X
|
|
X
|
|
X
|
|
|
Foreign Securities Risk
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund of Funds
Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
Hedging Risk
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Risk
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate and Related
Risks
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate Risk
(REITs)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
Investment Grade Securities
Risk
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large Company Stock
Risk
|
|
|
|
|
|
X
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
|
Market Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Medium-Size
Company
Stock
Risk
|
|
|
|
|
|
X
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
|
Real Estate and REIT
Investment
Risk
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
Recent Market
Conditions
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Risk of Concentrating in
the
Real Estate
Industry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
Securities Lending
Risk
|
|
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
Sector Risk
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
X
|
|
|
Small Company Stock
Risk
|
|
|
|
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
X
|
|
|
U.S. Government Securities
Risk
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value Stock
Risk
|
|
|
|
|
|
|
|
X
|
|
|
|
X
|
|
|
|
X
|
|
|
-
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.
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-
Credit Risk:
It is possible that some issuers or guarantors may default
on debt securities held by a Fund, or a counterparty to a repurchase
agreement, derivatives contract or other transaction may be unable or
unwilling to honor its obligations. 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. These risks
may be magnified in countries that are frontier markets.
-
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.
-
Foreign Securities and Currency Risk:
Foreign securities, including
depositary receipts, 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
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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.
-
Foreign Securities Risk (SA U.S. Fixed Income Fund):
U.S. dollar-denominated securities of
foreign issuers or U.S. subsidiaries or branches of foreign banks involve
risks in addition to those associated with comparable securities of U.S. issuers. These
risks may include social, political or economic instability; nationalization
of assets; imposition of taxes or other restrictions on payment of principal and interest; 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, these securities
can fluctuate more widely in price, and may also be less liquid, than
comparable U.S. securities. Although securities of foreign issuers 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.
-
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, on the Sub-Advisers decisions
regarding the allocation of the DFA Portfolios assets among the Underlying
Funds, and the Sub-Advisers selection of securities for 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 including, but not limited to,
market risk, foreign securities and currency risk, small company stock risk,
European economic risk, securities lending risk, sector risk, and recent
market conditions. 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.
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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.
-
Investment Grade Securities
Risk:
Debt securities
commonly are rated by national bond ratings agencies. Securities rated in the
lower investment grade rating categories (
e.g.
, BBB by S&P or Fitch or Baa by Moodys) are considered investment
grade securities, but are somewhat riskier than higher rated obligations
because they are regarded as having only an adequate capacity to pay principal
and interest, and are considered to lack outstanding investment
characteristics.
-
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. Many larger companies also may not
be able to attain the high growth rate of successful smaller companies,
especially during extended periods of economic expansion.
-
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. In addition, markets and
market-participants are increasingly reliant upon both publicly available and
proprietary information data systems. Data imprecision, software or other
technology malfunctions, programming inaccuracies, unauthorized use or access,
and similar circumstances may impair the performance of these systems and may
have an adverse impact upon a single issuer, a group of issuers, or the market
at-large. In certain cases, an exchange or market may close or issue trading
halts on either specific securities or even the entire market, which may
result in an Equity Fund being, among other things, unable to buy or sell
certain securities or financial instruments or accurately price its
investments.
-
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. In
addition, markets and market-participants are increasingly reliant upon both
publicly available and proprietary information data systems. Data imprecision,
software or other technology malfunctions, programming inaccuracies,
unauthorized use or access, and similar circumstances may impair the
performance of these systems and may have an adverse impact upon a single
issuer, a group of issuers, or the market at-large. In certain cases, an
exchange or market may close or issue trading halts on either specific
securities or even the entire market, which may result in a Fixed Income Fund
being, among other things, unable to buy or sell certain securities or
financial instruments or accurately price its investments.
-
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. In addition, markets and market-
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participants are increasingly reliant upon both publicly available and
proprietary information data systems. Data imprecision, software or other
technology malfunctions, programming inaccuracies, unauthorized use or access,
and similar circumstances may impair the performance of these systems and may
have an adverse impact upon a single issuer, a group of issuers, or the market
at-large. In certain cases, an exchange or market may close or issue trading
halts on either specific securities or even the entire market, which may result
in the Underlying Funds being, among other things, unable to buy or sell certain
securities or financial instruments or accurately price its
investments.
-
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 and REIT 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. A Fund will indirectly bear a portion of the expenses, including
management and administration expenses, paid by each REIT in which it invests,
in addition to the expenses of the Fund.
-
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.
-
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
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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 at the
desired time and price or in the desired amount. 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.
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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 July 31, 2013, the Sub-Adviser and its advisory affiliates
managed over $298 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.
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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. 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 Fund,
|
Joseph H. Chi,
|
SA U.S. Value Fund, SA U.S. Small Company
Fund and
|
Jed S. Fogdall and
|
SA Real Estate Securities Fund)
|
Henry F. Gray
|
International Equity Funds (includes SA
International Value Fund,
|
Joseph H. Chi,
|
SA International Small Company Fund
and
|
Jed S. Fogdall,
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SA Emerging Markets Value Fund)
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Karen E. Umland and
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Henry F. Gray
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|
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Fixed Income Funds (includes SA U.S. Fixed
Income Fund
|
Joseph F. Kolerich and
|
and SA Global Fixed Income Fund)
|
David 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.
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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 amended 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.
|
July 1, 2012
|
|
|
|
Investment Management Fee Paid
|
Through
|
|
Effective
|
(expressed as
percentage of average daily net assets)
|
June 30,
2013
|
|
July 1,
2013
|
|
|
|
|
SA U.S. Fixed Income Fund
|
0.35
|
%
|
|
0.30
|
%
|
SA Global Fixed Income Fund
|
0.35
|
%
|
|
0.35
|
%
|
SA U.S. Core Market Fund
|
0.60
|
%
|
|
0.55
|
%
|
SA U.S. Value Fund
|
0.65
|
%
|
|
0.60
|
%
|
SA U.S. Small Company Fund
|
0.90
|
%
|
|
0.85
|
%
|
SA International Value Fund
|
0.85
|
%
|
|
0.80
|
%
|
SA International Small Company
Fund
|
0.65
|
%
|
|
0.60
|
%
|
SA Emerging Markets Value Fund
|
1.15
|
%
|
|
1.10
|
%
|
SA Real Estate Securities Fund
|
0.70
|
%
|
|
0.65
|
%
|
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)
|
|
|
|
|
|
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.
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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 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.
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.
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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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Call
for account information 8:00 a.m. to 5:00 p.m.
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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,
much 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.
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).
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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.
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,
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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.
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.
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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.
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.
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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.
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.
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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 Funds 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.
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.
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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.
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.
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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 applicable to non-resident institutional investors that
do not benefit from double taxation treaties.
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
applicable to non-resident institutional investors that do not benefit from
double taxation treaties.
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
applicable to non-resident institutional investors that do not benefit from
double taxation treaties.
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 August 2013), 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.
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 PricewaterhouseCoopers
LLP, 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
|
|
Prospectus
|
|
|
79
|
|
|
SA U.S.
Fixed
|
|
|
|
Income Fund
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning of
Period
|
|
$
|
10.24
|
|
|
$
|
10.27
|
|
|
$
|
10.28
|
|
|
$
|
10.27
|
|
|
$
|
10.09
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
investment income (loss)
|
|
|
(0.01
|
)
|
|
|
0.01
|
|
|
|
0.02
|
|
|
|
0.07
|
|
|
|
0.21
|
|
Net realized and unrealized gain
on investments
|
|
|
|
|
|
|
0.01
|
|
|
|
0.06
|
|
|
|
0.12
|
|
|
|
0.18
|
|
Total from investment
operations
|
|
|
(0.01
|
)
|
|
|
0.02
|
|
|
|
0.08
|
|
|
|
0.19
|
|
|
|
0.39
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment income
|
|
|
|
|
|
|
(0.01
|
)
|
|
|
(0.02
|
)
|
|
|
(0.07
|
)
|
|
|
(0.21
|
)
|
Distributions from capital
gains
|
|
|
(0.03
|
)
|
|
|
(0.04
|
)
|
|
|
(0.07
|
)
|
|
|
(0.11
|
)
|
|
|
|
|
Total distributions
|
|
|
(0.03
|
)
|
|
|
(0.05
|
)
|
|
|
(0.09
|
)
|
|
|
(0.18
|
)
|
|
|
(0.21
|
)
|
Net asset value, end of period
|
|
$
|
10.20
|
|
|
$
|
10.24
|
|
|
$
|
10.27
|
|
|
$
|
10.28
|
|
|
$
|
10.27
|
|
Total return
|
|
|
(0.10
|
)%
|
|
|
0.16
|
%
|
|
|
0.80
|
%
|
|
|
1.80
|
%
|
|
|
3.90
|
%
|
Net assets, end of period (000s)
|
|
$
|
430,976
|
|
|
$
|
368,700
|
|
|
$
|
324,334
|
|
|
$
|
231,308
|
|
|
$
|
162,975
|
|
Ratio of net expenses to average net
assets
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
|
|
0.65
|
%
|
Ratio of gross expenses to average net assets(1)
|
|
|
0.81
|
%
|
|
|
0.83
|
%
|
|
|
0.89
|
%
|
|
|
0.91
|
%
|
|
|
0.94
|
%
|
Ratio of net investment income (loss) to
average net assets
|
|
|
(0.14
|
)%
|
|
|
0.05
|
%
|
|
|
0.24
|
%
|
|
|
0.66
|
%
|
|
|
2.05
|
%
|
Portfolio turnover rate
|
|
|
33
|
%
|
|
|
95
|
%
|
|
|
92
|
%
|
|
|
104
|
%
|
|
|
46
|
%
|
Without giving effect to the expense
waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described
in Note 2 to the Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net investment income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share
would have been(1)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(0.00
|
)(2)
|
|
$
|
0.05
|
|
|
$
|
0.18
|
|
____________________
(1)
|
Gross expenses before
waivers of expenses.
|
|
|
(2)
|
Amount rounds to less than
$(0.005) per share.
|
|
80
|
|
|
|
http://SA-Funds.net
|
|
|
SA Global
Fixed
|
|
|
|
Income Fund
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning of
Period
|
|
$
|
9.95
|
|
|
$
|
10.03
|
|
|
$
|
10.24
|
|
|
$
|
9.93
|
|
|
$
|
10.34
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
|
0.11
|
|
|
|
0.19
|
|
|
|
0.21
|
|
|
|
0.25
|
|
|
|
0.25
|
|
Net realized and unrealized gain (loss)
on investments
|
|
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
|
0.25
|
|
|
|
0.16
|
|
Total from investment
operations
|
|
|
0.05
|
|
|
|
0.19
|
|
|
|
0.21
|
|
|
|
0.50
|
|
|
|
0.41
|
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
from net investment income
|
|
|
(0.32
|
)
|
|
|
(0.27
|
)
|
|
|
(0.42
|
)
|
|
|
(0.19
|
)
|
|
|
(0.82
|
)
|
Total distributions
|
|
|
(0.32
|
)
|
|
|
(0.27
|
)
|
|
|
(0.42
|
)
|
|
|
(0.19
|
)
|
|
|
(0.82
|
)
|
Net asset value, end of
period
|
|
$
|
9.68
|
|
|
$
|
9.95
|
|
|
$
|
10.03
|
|
|
$
|
10.24
|
|
|
$
|
9.93
|
|
Total return
|
|
|
0.48
|
%
|
|
|
1.96
|
%
|
|
|
2.12
|
%
|
|
|
5.02
|
%
|
|
|
4.04
|
%
|
Net assets, end of period
(000s)
|
|
$
|
603,798
|
|
|
$
|
555,836
|
|
|
$
|
559,666
|
|
|
$
|
472,374
|
|
|
$
|
405,761
|
|
Ratio of net expenses to average net assets
|
|
|
0.80
|
%
|
|
|
0.82
|
%
|
|
|
0.85
|
%
|
|
|
0.85
|
%
|
|
|
0.85
|
%
|
Ratio of gross expenses to average net
assets(1)
|
|
|
0.80
|
%
|
|
|
0.82
|
%
|
|
|
1.15
|
%
|
|
|
1.17
|
%
|
|
|
1.16
|
%
|
Ratio of net investment income to average net
assets
|
|
|
1.19
|
%
|
|
|
1.85
|
%
|
|
|
2.32
|
%
|
|
|
2.54
|
%
|
|
|
2.43
|
%
|
Portfolio turnover rate
|
|
|
36
|
%
|
|
|
36
|
%
|
|
|
15
|
%
|
|
|
29
|
%
|
|
|
53
|
%
|
Without giving effect to the expense waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described in Note 2 to the
Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net investment
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share would have
been(1)
|
|
$
|
0.11
|
|
|
$
|
0.19
|
|
|
$
|
0.18
|
|
|
$
|
0.22
|
|
|
$
|
0.21
|
|
____________________
(1)
|
Gross expenses before
waivers of expenses.
|
|
Call toll-free
1.800.366.7266
|
|
Prospectus
|
|
|
81
|
|
|
SA U.S.
Core
|
|
|
|
Market Fund
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning of
Period
|
|
$
|
12.57
|
|
|
$
|
12.31
|
|
|
$
|
9.48
|
|
|
$
|
8.42
|
|
|
$
|
11.48
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
|
0.17
|
|
|
|
0.13
|
|
|
|
0.11
|
|
|
|
0.10
|
|
|
|
0.16
|
|
Net realized and unrealized gain (loss)
on investments
|
|
|
2.44
|
|
|
|
0.21
|
|
|
|
2.85
|
|
|
|
1.07
|
|
|
|
(3.08
|
)
|
Total from investment
operations
|
|
|
2.61
|
|
|
|
0.34
|
|
|
|
2.96
|
|
|
|
1.17
|
|
|
|
(2.92
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
from net investment income
|
|
|
(0.19
|
)
|
|
|
(0.08
|
)
|
|
|
(0.13
|
)
|
|
|
(0.11
|
)
|
|
|
(0.11
|
)
|
Distributions from capital
gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.03
|
)
|
Total distributions
|
|
|
(0.19
|
)
|
|
|
(0.08
|
)
|
|
|
(0.13
|
)
|
|
|
(0.11
|
)
|
|
|
(0.14
|
)
|
Net asset value, end of period
|
|
$
|
14.99
|
|
|
$
|
12.57
|
|
|
$
|
12.31
|
|
|
$
|
9.48
|
|
|
$
|
8.42
|
|
Total return
|
|
|
20.98
|
%
|
|
|
2.80
|
%
|
|
|
31.36
|
%
|
|
|
13.88
|
%
|
|
|
(25.36
|
)%
|
Net assets, end of period (000s)
|
|
$
|
482,418
|
|
|
$
|
405,579
|
|
|
$
|
416,164
|
|
|
$
|
324,603
|
|
|
$
|
299,711
|
|
Ratio of net expenses to average net
assets
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
Ratio of gross expenses to average net assets(1)
|
|
|
1.07
|
%
|
|
|
1.09
|
%
|
|
|
1.19
|
%
|
|
|
1.18
|
%
|
|
|
1.20
|
%
|
Ratio of net investment income to average
net assets
|
|
|
1.20
|
%
|
|
|
1.04
|
%
|
|
|
0.93
|
%
|
|
|
0.95
|
%
|
|
|
1.50
|
%
|
Portfolio turnover rate
|
|
|
5
|
%
|
|
|
6
|
%
|
|
|
9
|
%
|
|
|
6
|
%
|
|
|
7
|
%
|
Without giving effect to the expense
waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described in
Note 2 to the Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net
investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share would
have been(1)
|
|
$
|
0.16
|
|
|
$
|
0.12
|
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.14
|
|
____________________
(1)
|
Gross expenses before
waivers of expenses.
|
|
82
|
|
|
|
http://SA-Funds.net
|
|
|
SA U.S.
|
|
|
|
Value Fund
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning of Period
|
|
$
|
11.22
|
|
|
$
|
11.81
|
|
|
$
|
8.81
|
|
|
$
|
7.42
|
|
|
$
|
11.25
|
|
Income from
Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.15
|
|
|
|
0.13
|
|
|
|
0.12
|
|
|
|
0.06
|
|
|
|
0.15
|
|
Net realized and unrealized gain (loss)
on investments
|
|
|
3.41
|
|
|
|
(0.62
|
)
|
|
|
2.98
|
|
|
|
1.42
|
|
|
|
(3.83
|
)
|
Total from investment operations
|
|
|
3.56
|
|
|
|
(0.49
|
)
|
|
|
3.10
|
|
|
|
1.48
|
|
|
|
(3.68
|
)
|
Less
Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment
income
|
|
|
(0.15
|
)
|
|
|
(0.10
|
)
|
|
|
(0.10
|
)
|
|
|
(0.09
|
)
|
|
|
(0.15
|
)
|
Total
distributions
|
|
|
(0.15
|
)
|
|
|
(0.10
|
)
|
|
|
(0.10
|
)
|
|
|
(0.09
|
)
|
|
|
(0.15
|
)
|
Net asset value, end of period
|
|
$
|
14.63
|
|
|
$
|
11.22
|
|
|
$
|
11.81
|
|
|
$
|
8.81
|
|
|
$
|
7.42
|
|
Total
return
|
|
|
31.92
|
%
|
|
|
(4.02
|
)%
|
|
|
35.33
|
%
|
|
|
19.92
|
%
|
|
|
(32.68
|
)%
|
Net assets, end of period (000s)
|
|
$
|
383,854
|
|
|
$
|
308,668
|
|
|
$
|
322,289
|
|
|
$
|
239,673
|
|
|
$
|
200,695
|
|
Ratio of net
expenses to average net assets
|
|
|
1.05
|
%
|
|
|
1.05
|
%
|
|
|
1.05
|
%
|
|
|
1.05
|
%
|
|
|
1.05
|
%
|
Ratio of gross expenses to average net assets(1)
|
|
|
1.14
|
%
|
|
|
1.17
|
%
|
|
|
1.26
|
%
|
|
|
1.27
|
%
|
|
|
1.29
|
%
|
Ratio of net
investment income to average net assets
|
|
|
1.14
|
%
|
|
|
1.21
|
%
|
|
|
1.09
|
%
|
|
|
0.67
|
%
|
|
|
1.82
|
%
|
Portfolio turnover rate
|
|
|
21
|
%
|
|
|
11
|
%
|
|
|
21
|
%
|
|
|
28
|
%
|
|
|
42
|
%
|
Without giving
effect to the expense waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described in Note 2 to the
Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net investment
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share would have
been(1)
|
|
$
|
0.14
|
|
|
$
|
0.12
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
|
$
|
0.13
|
|
____________________
(1)
|
Gross expenses before
waivers of expenses.
|
|
Call toll-free
1.800.366.7266
|
|
Prospectus
|
|
|
83
|
|
|
SA
U.S.
|
|
|
|
Small Company Fund
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
June
30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning of
Period
|
|
$
|
16.94
|
|
|
$
|
17.51
|
|
|
$
|
12.54
|
|
|
$
|
10.26
|
|
|
$
|
14.37
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment
income
|
|
|
0.18
|
|
|
|
0.05
|
|
|
|
0.03
|
|
|
|
0.00
|
(2)
|
|
|
0.09
|
|
Net realized and unrealized gain (loss)
on investments
|
|
|
4.40
|
|
|
|
(0.54
|
)
|
|
|
4.98
|
|
|
|
2.36
|
|
|
|
(3.41
|
)
|
Total from investment
operations
|
|
|
4.58
|
|
|
|
(0.49
|
)
|
|
|
5.01
|
|
|
|
2.36
|
|
|
|
(3.32
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions
from net investment income
|
|
|
(0.21
|
)
|
|
|
|
|
|
|
(0.04
|
)
|
|
|
(0.08
|
)
|
|
|
(0.03
|
)
|
Distributions from capital
gains
|
|
|
(0.02
|
)
|
|
|
(0.08
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.76
|
)
|
Total distributions
|
|
|
(0.23
|
)
|
|
|
(0.08
|
)
|
|
|
(0.04
|
)
|
|
|
(0.08
|
)
|
|
|
(0.79
|
)
|
Net asset value, end of period
|
|
$
|
21.29
|
|
|
$
|
16.94
|
|
|
$
|
17.51
|
|
|
$
|
12.54
|
|
|
$
|
10.26
|
|
Total return
|
|
|
27.26
|
%
|
|
|
(2.74
|
)%
|
|
|
39.96
|
%
|
|
|
23.06
|
%
|
|
|
(22.42
|
)%
|
Net assets, end of period (000s)
|
|
$
|
298,211
|
|
|
$
|
245,839
|
|
|
$
|
266,628
|
|
|
$
|
204,161
|
|
|
$
|
171,135
|
|
Ratio of net expenses to average net
assets
|
|
|
1.20
|
%
|
|
|
1.20
|
%
|
|
|
1.20
|
%
|
|
|
1.20
|
%
|
|
|
1.20
|
%
|
Ratio of gross expenses to average net assets(1)
|
|
|
1.43
|
%
|
|
|
1.45
|
%
|
|
|
1.56
|
%
|
|
|
1.57
|
%
|
|
|
1.61
|
%
|
Ratio of net investment income to average
net assets
|
|
|
0.96
|
%
|
|
|
0.31
|
%
|
|
|
0.17
|
%
|
|
|
0.03
|
%
|
|
|
0.77
|
%
|
Portfolio turnover rate
|
|
|
23
|
%
|
|
|
14
|
%
|
|
|
16
|
%
|
|
|
13
|
%
|
|
|
13
|
%
|
Without giving effect to the expense
waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described in
Note 2 to the Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net
investment income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share would
have been(1)
|
|
$
|
0.14
|
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.04
|
|
____________________
(1)
|
Gross expenses before
waivers of expenses.
|
|
(2)
|
Amount rounds to less than
$0.005 per share.
|
|
84
|
|
|
|
http://SA-Funds.net
|
|
|
SA International
|
|
|
Value
Fund
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning
of Period
|
|
$
|
8.96
|
|
|
$
|
11.50
|
|
|
$
|
8.96
|
|
|
$
|
8.51
|
|
|
$
|
14.43
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.23
|
|
|
|
0.24
|
|
|
|
0.23
|
|
|
|
0.17
|
|
|
|
0.23
|
|
Net
realized and unrealized gain (loss) on investments
|
|
|
1.25
|
|
|
|
(2.57
|
)
|
|
|
2.50
|
|
|
|
0.51
|
|
|
|
(4.91
|
)
|
Total from investment operations
|
|
|
1.48
|
|
|
|
(2.33
|
)
|
|
|
2.73
|
|
|
|
0.68
|
|
|
|
(4.68
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment income
|
|
|
(0.28
|
)
|
|
|
(0.21
|
)
|
|
|
(0.19
|
)
|
|
|
(0.23
|
)
|
|
|
(0.37
|
)
|
Distributions
from capital gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.87
|
)
|
Total distributions
|
|
|
(0.28
|
)
|
|
|
(0.21
|
)
|
|
|
(0.19
|
)
|
|
|
(0.23
|
)
|
|
|
(1.24
|
)
|
Net asset value, end of period
|
|
$
|
10.16
|
|
|
$
|
8.96
|
|
|
$
|
11.50
|
|
|
$
|
8.96
|
|
|
$
|
8.51
|
|
Total return
|
|
|
16.59
|
%
|
|
|
(20.23
|
)%
|
|
|
30.63
|
%
|
|
|
7.69
|
%
|
|
|
(31.33
|
)%
|
Net assets, end of period (000s)
|
|
$
|
522,423
|
|
|
$
|
442,289
|
|
|
$
|
536,333
|
|
|
$
|
420,271
|
|
|
$
|
406,657
|
|
Ratio of net expenses to
average net assets
|
|
|
1.33
|
%
|
|
|
1.34
|
%
|
|
|
1.34
|
%
|
|
|
1.33
|
%
|
|
|
1.35
|
%
|
Ratio of gross expenses to average net assets(1)
|
|
|
1.33
|
%
|
|
|
1.34
|
%
|
|
|
1.34
|
%
|
|
|
1.33
|
%
|
|
|
1.35
|
%
|
Ratio of net investment income
to average net assets
|
|
|
2.32
|
%
|
|
|
2.60
|
%
|
|
|
2.12
|
%
|
|
|
1.65
|
%
|
|
|
2.50
|
%
|
Portfolio turnover rate
|
|
|
17
|
%
|
|
|
22
|
%
|
|
|
25
|
%
|
|
|
20
|
%
|
|
|
27
|
%
|
Without giving effect to
the expense waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described in Note 2 to the Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share would have been(1)
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
|
$
|
0.23
|
|
____________________
(1)
|
|
Gross expenses before waivers of expenses.
|
Call toll-free
1.800.366.7266
|
Prospectus
|
|
|
85
|
|
|
SA International
|
|
|
Small
Company Fund
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning
of Period
|
|
$
|
15.07
|
|
|
$
|
18.25
|
|
|
$
|
13.64
|
|
|
$
|
12.29
|
|
|
$
|
19.79
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.24
|
|
|
|
0.30
|
|
|
|
0.27
|
|
|
|
0.12
|
|
|
|
0.22
|
|
Net
realized and unrealized gain (loss) on investments
|
|
|
2.39
|
|
|
|
(3.29
|
)
|
|
|
4.54
|
|
|
|
1.43
|
|
|
|
(6.27
|
)
|
Total from investment operations
|
|
|
2.63
|
|
|
|
(2.99
|
)
|
|
|
4.81
|
|
|
|
1.55
|
|
|
|
(6.05
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment income
|
|
|
(0.40
|
)
|
|
|
(0.19
|
)
|
|
|
(0.20
|
)
|
|
|
(0.20
|
)
|
|
|
(0.22
|
)
|
Distributions
from capital gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.23
|
)
|
Total distributions
|
|
|
(0.40
|
)
|
|
|
(0.19
|
)
|
|
|
(0.20
|
)
|
|
|
(0.20
|
)
|
|
|
(1.45
|
)
|
Net asset value, end of period
|
|
$
|
17.30
|
|
|
$
|
15.07
|
|
|
$
|
18.25
|
|
|
$
|
13.64
|
|
|
$
|
12.29
|
|
Total return
|
|
|
17.55
|
%
|
|
|
(16.35
|
)%
|
|
|
35.39
|
%
|
|
|
12.56
|
%
|
|
|
(29.10
|
)%
|
Net assets, end of period (000s)
|
|
$
|
233,313
|
|
|
$
|
192,472
|
|
|
$
|
231,248
|
|
|
$
|
174,186
|
|
|
$
|
156,285
|
|
Ratio of net expenses to
average net assets
|
|
|
1.10
|
%
|
|
|
1.10
|
%
|
|
|
1.10
|
%
|
|
|
1.10
|
%
|
|
|
1.10
|
%
|
Ratio of gross expenses to average net assets(1)
|
|
|
1.17
|
%
|
|
|
1.18
|
%
|
|
|
1.19
|
%
|
|
|
1.18
|
%
|
|
|
1.22
|
%
|
Ratio of net investment income
to average net assets
|
|
|
1.46
|
%
|
|
|
1.92
|
%
|
|
|
1.58
|
%
|
|
|
0.84
|
%
|
|
|
1.62
|
%
|
Ratio of expenses to average net assets for
the DFA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio,
(unaudited)(2)
|
|
|
0.56
|
%
|
|
|
0.56
|
%
|
|
|
0.55
|
%
|
|
|
0.55
|
%
|
|
|
0.57
|
%
|
Ratio of expenses to average
net assets for the DFA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio(3)
|
|
|
0.56
|
%
|
|
|
0.55
|
%
|
|
|
0.56
|
%
|
|
|
0.57
|
%
|
|
|
0.55
|
%
|
Portfolio turnover rate
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Without giving effect to
the expense waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described in Note 2 to the Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share would have been(1)
|
|
$
|
0.23
|
|
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
0.11
|
|
|
$
|
0.20
|
|
____________________
|
|
The DFA Portfolio expenses are not included in the stated
expense information of the SA International Small Company Fund. The financial statements of the DFA Portfolio are included
elsewhere in this report.
|
|
|
|
(1)
|
|
Gross expenses before waivers of expenses.
|
|
(2)
|
|
The DFA Portfolio expense ratios are as of April 30, 2013,
2012, 2011, 2010 and May 31, 2009, respectively and are unaudited.
|
|
(3)
|
|
The DFA Portfolio expense ratios are for the fiscal years
ended October 31, 2012, 2011, 2010, 2009, and 2008, respectively.
|
86
|
|
|
|
http://SA-Funds.net
|
|
|
SA Emerging
|
|
|
Markets
Value Fund
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning
of Period
|
|
$
|
9.28
|
|
|
$
|
12.40
|
|
|
$
|
10.04
|
|
|
$
|
7.76
|
|
|
$
|
10.70
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.08
|
|
|
|
0.09
|
|
|
|
0.06
|
|
|
|
0.03
|
|
|
|
0.09
|
|
Net
realized and unrealized gain (loss) on investments
|
|
|
0.03
|
|
|
|
(2.85
|
)
|
|
|
2.54
|
|
|
|
2.27
|
|
|
|
(2.64
|
)
|
Total from investment operations
|
|
|
0.11
|
|
|
|
(2.76
|
)
|
|
|
2.60
|
|
|
|
2.30
|
|
|
|
(2.55
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment income
|
|
|
(0.07
|
)
|
|
|
(0.09
|
)
|
|
|
(0.04
|
)
|
|
|
(0.02
|
)
|
|
|
(0.12
|
)
|
Distributions
from capital gains
|
|
|
|
|
|
|
(0.27
|
)
|
|
|
(0.20
|
)
|
|
|
|
|
|
|
(0.27
|
)
|
Total distributions
|
|
|
(0.07
|
)
|
|
|
(0.36
|
)
|
|
|
(0.24
|
)
|
|
|
(0.02
|
)
|
|
|
(0.39
|
)
|
Net asset value, end of period
|
|
$
|
9.32
|
|
|
$
|
9.28
|
|
|
$
|
12.40
|
|
|
$
|
10.04
|
|
|
$
|
7.76
|
|
Total return
|
|
|
1.13
|
%
|
|
|
(22.19
|
)%
|
|
|
25.98
|
%
|
|
|
29.61
|
%
|
|
|
(22.48
|
)%
|
Net assets, end of period (000s)
|
|
$
|
96,991
|
|
|
$
|
76,901
|
|
|
$
|
79,675
|
|
|
$
|
59,518
|
|
|
$
|
43,240
|
|
Ratio of net expenses to
average net assets
|
|
|
1.45
|
%
|
|
|
1.45
|
%
|
|
|
1.45
|
%
|
|
|
1.45
|
%
|
|
|
1.45
|
%
|
Ratio of gross expenses to average net assets(1)
|
|
|
2.03
|
%
|
|
|
2.10
|
%
|
|
|
2.08
|
%
|
|
|
2.11
|
%
|
|
|
2.44
|
%
|
Ratio of net investment income
to average net assets
|
|
|
0.90
|
%
|
|
|
0.99
|
%
|
|
|
0.53
|
%
|
|
|
0.34
|
%
|
|
|
1.47
|
%
|
Portfolio turnover rate
|
|
|
7
|
%
|
|
|
13
|
%
|
|
|
14
|
%
|
|
|
25
|
%
|
|
|
11
|
%
|
Without giving effect to
the expense waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described in Note 2 to the Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net investment income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share would have been(1)
|
|
$
|
0.03
|
|
|
$
|
0.03
|
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.03
|
|
____________________
(1)
|
|
Gross expenses before waivers of expenses.
|
Call toll-free
1.800.366.7266
|
Prospectus
|
|
|
87
|
|
|
SA Real Estate
|
|
|
Securities
Fund
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
Net Asset Value, Beginning
of Period
|
|
$
|
8.50
|
|
|
$
|
7.68
|
|
|
$
|
5.89
|
|
|
$
|
3.92
|
|
|
$
|
7.26
|
|
Income from Investment Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.15
|
|
|
|
0.21
|
|
|
|
0.08
|
|
|
|
0.13
|
|
|
|
0.13
|
|
Net
realized and unrealized gain (loss) on investments
|
|
|
0.51
|
|
|
|
0.71
|
|
|
|
1.86
|
|
|
|
1.94
|
|
|
|
(3.28
|
)
|
Total from investment operations
|
|
|
0.66
|
|
|
|
0.92
|
|
|
|
1.94
|
|
|
|
2.07
|
|
|
|
(3.15
|
)
|
Less Distributions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from net investment income
|
|
|
(0.12
|
)
|
|
|
(0.10
|
)
|
|
|
(0.15
|
)
|
|
|
(0.10
|
)
|
|
|
(0.12
|
)
|
Distributions
from capital gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.07
|
)
|
Total distributions
|
|
|
(0.12
|
)
|
|
|
(0.10
|
)
|
|
|
(0.15
|
)
|
|
|
(0.10
|
)
|
|
|
(0.19
|
)
|
Net asset value, end of period
|
|
$
|
9.04
|
|
|
$
|
8.50
|
|
|
$
|
7.68
|
|
|
$
|
5.89
|
|
|
$
|
3.92
|
|
Total return
|
|
|
7.81
|
%
|
|
|
12.19
|
%
|
|
|
33.39
|
%
|
|
|
53.03
|
%
|
|
|
(43.60
|
)%
|
Net assets, end of period (000s)
|
|
$
|
105,040
|
|
|
$
|
91,427
|
|
|
$
|
78,545
|
|
|
$
|
53,998
|
|
|
$
|
29,738
|
|
Ratio of net expenses to
average net assets
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
|
|
1.00
|
%
|
Ratio of gross expenses to average net assets(1)
|
|
|
1.38
|
%
|
|
|
1.42
|
%
|
|
|
1.61
|
%
|
|
|
1.67
|
%
|
|
|
2.02
|
%
|
Ratio of net investment income
to average net assets
|
|
|
1.67
|
%
|
|
|
2.77
|
%
|
|
|
1.16
|
%
|
|
|
2.57
|
%
|
|
|
3.32
|
%
|
Portfolio turnover rate
|
|
|
2
|
%
|
|
|
4
|
%
|
|
|
7
|
%
|
|
|
3
|
%
|
|
|
7
|
%
|
Without giving effect to
the expense waiver
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
described in Note 2 to the Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statements, net investment income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
per share would have been(1)
|
|
$
|
0.11
|
|
|
$
|
0.18
|
|
|
$
|
0.04
|
|
|
$
|
0.09
|
|
|
$
|
0.09
|
|
____________________
(1)
|
|
Gross expenses before waivers of expenses.
|
88
|
|
|
|
http://SA-Funds.net
|
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.
[This Page Intentionally Left
Blank]
[This Page Intentionally Left
Blank]
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 29, 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 29, 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
|
30
|
Shareholder Servicing Agent
|
30
|
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
|
41
|
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
1
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.
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
4
case of a call) or is less
than (in the case of a put) the exercise price of the option on the futures
contract. Purchasers of options who fail to exercise their options prior to the
exercise date suffer a loss of the premium paid.
As an alternative to
writing or purchasing call and put options on stock index futures, a Fund may
write or purchase call and put options on stock indices. Such options would be
used in a manner similar to the use of options on futures contracts.
Special Risks of
Transactions in Options on Futures Contracts
. The risks described above for futures contracts
are substantially 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 for 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
5
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.
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, a
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
6
credit risks, such
investments may nevertheless entail risks that are different from those of
investments in domestic obligations of U.S. banks due to differences in
political, regulatory and economic systems and conditions. All investments in
bank obligations are limited to the obligations of financial institutions having
more than $1 billion in total assets at the time of purchase.
The Funds may also purchase
variable amount master demand notes, which are unsecured instruments that permit
the indebtedness thereunder to vary and provide for periodic adjustments in the
interest rate. Although the notes are not normally traded and there may be no
secondary market in the notes, a Fund may demand payment of the principal of the
instrument at any time. The notes are not typically rated by credit rating
agencies, but issuers of variable amount master demand notes must satisfy the
same criteria as set forth above for issuers of commercial paper. If an issuer
of a variable amount master demand note 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.
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
10
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.
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
12
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 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 support financial
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. Although a portion of the
implementing regulations have been finalized, 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
13
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.
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.
|
1.
|
|
No Fund may invest
more than 25% of its total assets in any one industry (securities issued
or guaranteed by the United States government 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.
|
|
|
|
2.
|
|
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.
|
|
|
|
3.
|
|
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.
|
|
|
|
4.
|
|
No Fund may pledge,
mortgage or hypothecate its assets other than to secure borrowings
permitted by investment limitation 3 above (collateral arrangements with
respect to margin requirements for options and futures transactions are
not deemed to be pledges or hypothecations for this purpose).
|
|
|
|
5.
|
|
No Fund may make
loans of securities to other persons in excess of 33 1/3% of a Funds
total assets, provided that the Funds may invest without limitation in
short-term debt obligations (including repurchase agreements) and
publicly-distributed debt obligations.
|
|
|
|
6.
|
|
No Fund may
underwrite securities of other issuers, except insofar as a Fund may be
deemed an underwriter under the 1933 Act in selling portfolio
securities.
|
|
|
|
7.
|
|
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.
|
|
|
|
8.
|
|
No Fund may purchase
securities on margin, except for the use of short-term credit necessary
for the clearance of purchases and sales of portfolio securities, but the
Funds may make margin deposits in connection with transactions in options,
futures and options on futures.
|
|
|
|
9.
|
|
No Fund may invest in
commodities or commodity futures contracts, provided that this limitation
shall not prohibit the purchase or sale by 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.
|
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:
|
1.
|
|
Invest more than 15%
of its net assets (taken at market value at the time of purchase) in
securities, which cannot be readily sold or disposed of within the
ordinary course of business within seven days at approximately the value
at which the Fund has valued the investment;
|
|
|
|
2.
|
|
Make investments for
the purpose of exercising control or management; or
|
|
|
|
3.
|
|
Invest in other
investment companies except as permitted under the 1940
Act.
|
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 U.S. securities.
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
U.S. small cap companies.
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
16
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.
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
18
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.
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
19
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.
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: 68
|
|
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: 65
|
|
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: 48
|
|
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.
|
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
20
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 and its internal control over financial reporting; oversee
the quality and integrity 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 an $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
|
|
$88,000
|
|
None
|
|
$88,000
|
Harold M.
Shefrin
|
|
$80,000
|
|
None
|
|
$80,000
|
Charles M. Roame
|
|
$80,000
|
|
None
|
|
$80,000
|
21
TRUSTEE OWNERSHIP OF
FUND SHARES
As of October 1, 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
|
|
None
|
|
$10,001 -
|
|
$10,001 -
|
|
$10,001 -
|
|
$10,001 - $50,000
|
|
|
|
|
$50,000
|
|
$50,000
|
|
$50,000
|
|
|
Harold M.
Shefrin
|
|
Over
|
|
None
|
|
Over $100,000
|
|
$10,001 -
|
|
$10,001 - $50,000
|
|
|
$100,000
|
|
|
|
|
|
$50,000
|
|
|
Charles M. Roame
|
|
None
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
$10,001 - $50,000
|
|
$10,001 - $50,000
|
|
$10,001 - $50,000
|
|
None
|
Harold M.
Shefrin
|
|
Over $100,000
|
|
$10,001 - $50,000
|
|
None
|
|
None
|
Charles M. Roame
|
|
None
|
|
None
|
|
None
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
Over $100,000
|
Harold M.
Shefrin
|
|
Over
$100,000
|
Charles M. Roame
|
|
None
|
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 October 1, 2013,
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
|
|
Pershing LLC
(1)
|
|
45.05%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
34.48%
|
|
|
|
|
|
SA
Global Fixed Income Fund
|
|
Pershing LLC
(1)
|
|
43.15%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
37.91%
|
|
|
|
|
|
SA
U.S. Core Market Fund
|
|
Pershing LLC
(1)
|
|
40.75%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
39.30%
|
25
|
|
|
|
PERCENTAGE
|
FUND
|
|
NAME AND ADDRESS
|
|
OF OWNERSHIP
|
SA
U.S. Value Fund
|
|
Pershing LLC
(1)
|
|
41.67%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
39.14%
|
|
|
|
|
|
SA
U.S. Small Company Fund
|
|
Pershing LLC
(1)
|
|
40.93%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
40.81%
|
|
|
|
|
|
SA
International Value Fund
|
|
Pershing LLC
(1)
|
|
41.25%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
40.03%
|
|
|
|
|
|
SA
International Small Company Fund
|
|
Pershing LLC
(1)
|
|
41.68%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
39.70%
|
|
|
|
|
|
SA
Emerging Markets Value Fund
|
|
Pershing LLC
(1)
|
|
42.44%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
35.89%
|
|
|
|
|
|
SA
Real Estate Securities Fund
|
|
Pershing LLC
(1)
|
|
44.20%
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
(2)
|
|
35.86%
|
____________________
(1)
|
|
1 Pershing
Plaze
Jersey City, NJ 07399-2052
|
|
(2)
|
|
Special Custody
Account for the Exclusive Benefit of Customers
Attn: Mutual Funds
211 Main St.
San Francisco, CA
94105-1905
|
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.
26
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.
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.
27
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 and
administration 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.
|
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).
28
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
|
|
$
|
1,381,012
|
|
$
|
625,805
|
|
$
|
1,221,905
|
|
$
|
614,326
|
|
$
|
1,082,226
|
|
$
|
666,067
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA Global Fixed Income
|
|
$
|
2,010,695
|
|
$
|
21,859
|
|
$
|
1,962,351
|
|
$
|
23,901
|
|
$
|
3,414,634
|
|
$
|
1,509,521
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA U.S. Core Market
|
|
$
|
2,621,449
|
|
$
|
316,035
|
|
$
|
2,364,292
|
|
$
|
347,861
|
|
$
|
2,656,033
|
|
$
|
726,593
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA U.S. Value Fund
|
|
$
|
2,263,733
|
|
$
|
324,339
|
|
$
|
1,925,125
|
|
$
|
346,997
|
|
$
|
2,184,123
|
|
$
|
616,019
|
|
SA U.S. Small Company
|
|
$
|
2,402,215
|
|
$
|
606,822
|
|
$
|
2,175,136
|
|
$
|
604,296
|
|
$
|
2,456,856
|
|
$
|
888,650
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA International Value
|
|
$
|
4,218,811
|
|
$
|
0
|
|
$
|
3,853,353
|
|
$
|
0
|
|
$
|
4,320,623
|
|
$
|
0
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA International Small
|
|
$
|
1,412,806
|
|
$
|
146,966
|
|
$
|
1,302,055
|
|
$
|
166,407
|
|
$
|
1,395,626
|
|
$
|
188,413
|
Company Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA Emerging Markets
|
|
$
|
1,052,066
|
|
$
|
534,672
|
|
$
|
853,134
|
|
$
|
482,250
|
|
$
|
844,816
|
|
$
|
463,663
|
Value Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA Real Estate
|
|
$
|
682,442
|
|
$
|
367,738
|
|
$
|
567,589
|
|
$
|
342,476
|
|
$
|
538,609
|
|
$
|
417,871
|
Securities Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
$
|
394,575
|
|
|
|
$
|
349,116
|
|
|
|
$
|
273,308
|
|
SA Global Fixed Income Fund
|
|
|
$
|
574,484
|
|
|
|
$
|
560,672
|
|
|
|
$
|
506,976
|
|
SA U.S. Core Market
Fund
|
|
|
$
|
439,693
|
|
|
|
$
|
396,560
|
|
|
|
$
|
385,473
|
|
SA U.S. Value Fund
|
|
|
$
|
348,266
|
|
|
|
$
|
296,173
|
|
|
|
$
|
294,062
|
|
SA U.S. Small Company
Fund
|
|
|
$
|
266,913
|
|
|
|
$
|
241,682
|
|
|
|
$
|
247,440
|
|
SA International Value Fund
|
|
|
$
|
496,331
|
|
|
|
$
|
453,336
|
|
|
|
$
|
508,309
|
|
SA International
Small Company
|
|
|
$
|
217,355
|
|
|
|
$
|
200,316
|
|
|
|
$
|
214,712
|
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA Emerging Markets Value
Fund
|
|
|
$
|
91,484
|
|
|
|
$
|
74,186
|
|
|
|
$
|
73,462
|
|
SA Real Estate
Securities Fund
|
|
|
$
|
97,492
|
|
|
|
$
|
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.
29
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.
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.
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
|
|
|
$
|
986,437
|
|
|
|
$
|
872,789
|
|
|
|
$
|
683,271
|
|
SA Global Fixed Income Fund
|
|
|
$
|
1,436,211
|
|
|
|
$
|
1,401,679
|
|
|
|
$
|
1,267,439
|
|
SA U.S. Core Market
Fund
|
|
|
$
|
1,099,232
|
|
|
|
$
|
991,400
|
|
|
|
$
|
963,683
|
|
SA U.S. Value Fund
|
|
|
$
|
870,666
|
|
|
|
$
|
740,433
|
|
|
|
$
|
735,154
|
|
SA U.S. Small Company
Fund
|
|
|
$
|
667,282
|
|
|
|
$
|
604,204
|
|
|
|
$
|
618,600
|
|
SA International Value Fund
|
|
|
$
|
1,240,827
|
|
|
|
$
|
1,133,339
|
|
|
|
$
|
1,270,772
|
|
SA International
Small Company
|
|
|
$
|
543,387
|
|
|
|
$
|
500,790
|
|
|
|
$
|
536,779
|
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA Emerging Markets Value
Fund
|
|
|
$
|
228,710
|
|
|
|
$
|
185,464
|
|
|
|
$
|
183,656
|
|
SA Real Estate
Securities Fund
|
|
|
$
|
243,729
|
|
|
|
$
|
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
|
|
|
$
|
83,707
|
|
|
|
$
|
80,490
|
|
|
|
$
|
70,972
|
|
SA Global Fixed Income Fund
|
|
|
$
|
121,563
|
|
|
|
$
|
129,730
|
|
|
|
$
|
126,922
|
|
SA U.S. Core Market
Fund
|
|
|
$
|
91,777
|
|
|
|
$
|
91,293
|
|
|
|
$
|
97,568
|
|
SA U.S. Value Fund
|
|
|
$
|
72,578
|
|
|
|
$
|
68,200
|
|
|
|
$
|
75,889
|
|
SA U.S. Small Company
Fund
|
|
|
$
|
55,449
|
|
|
|
$
|
55,752
|
|
|
|
$
|
64,872
|
|
SA International Value Fund
|
|
|
$
|
102,731
|
|
|
|
$
|
105,148
|
|
|
|
$
|
126,493
|
|
SA International
Small Company
|
|
|
$
|
45,251
|
|
|
|
$
|
46,418
|
|
|
|
$
|
53,371
|
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA Emerging Markets Value
Fund
|
|
|
$
|
19,138
|
|
|
|
$
|
17,188
|
|
|
|
$
|
22,705
|
|
SA Real Estate
Securities Fund
|
|
|
$
|
20,674
|
|
|
|
$
|
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. In addition, the Trust and/or the Distributor have entered into arrangements whereby authorized intermediaries
administer omnibus accounts for indirect shareholders of the Funds. The Trust and/or the Adviser may pay
certain such intermediaries for these services.
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
PricewaterhouseCoopers LLP, Three
Embarcadero Center, San Francisco, California 94111, 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
|
|
97 U.S. registered mutual funds
with approximately $163.2 billion in total assets under management.
19 unregistered pooled investment
vehicles with approximately $9.2 billion in total assets under
management.
70 other accounts with
approximately $15.8 billion in total assets under management. Out of these
other accounts, 1 client in a separately managed account with total assets
of approximately $333.9 million and 1 client in a pooled investment
vehicle with total assets of approximately $334.7 million pay a
performance-based advisory fee.
|
|
|
|
Jed S. Fogdall
|
|
97 U.S. registered mutual funds
with approximately $163,2 billion in total assets under management.
19 unregistered pooled investment
vehicles with approximately $9.2 billion in total assets under
management.
70 other accounts with
approximately $15.8 billion in total assets under management. Out of these
other accounts, 1 client in a separately managed account with total assets
of approximately $333.9 million and 1 client in a pooled investment
vehicle with total assets of approximately $334.7 million pay a
performance-based advisory fee.
|
|
|
|
Joseph F. Kolerich
|
|
30 U.S. registered mutual funds
with approximately $56.1 billion in total assets under management.
4 unregistered pooled investment
vehicles with approximately $4.9 billion in total assets under
management.
8 other accounts with
approximately $1.3 billion in total assets under management. Out of these
other accounts, no clients 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
|
|
30 U.S. registered mutual funds
with approximately $56.1 billion in total assets under management.
4 unregistered pooled investment
vehicles with approximately $4.9 billion in total assets under
management.
8 other accounts with
approximately $1.3 billion in total assets under management. Out of these
other accounts, no clients pay a performance-based advisory fee.
|
|
|
|
Karen E. Umland
|
|
54 U.S. registered mutual funds
with approximately $84.6 billion in total assets under management.
9 unregistered pooled investment
vehicles with approximately $2.3 billion in total assets under
management.
11 other accounts with
approximately $30.6 billion in total assets under management. Out of these
other accounts, 1 client in a separately managed account with total assets
of approximately $333.9 million pays a performance-based advisory
fee.
|
|
|
|
Henry F. Gray
|
|
87 U.S. registered mutual funds
with approximately $163.2 billion in total assets under management.
15 unregistered pooled investment
vehicles with approximately $9.2 billion in total assets under
management.
70 other accounts with
approximately $15.8 billion in total assets under management. Out of these
other accounts, 1 client in a separately managed account with total assets
of approximately $333.9 million and 1 client in a pooled investment
vehicle with total assets of approximately $334.7 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
|
|
|
|
$
|
0
|
|
SA Global Fixed Income Fund
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
SA U.S. Core Market
Fund
|
|
|
$
|
18,332
|
|
|
|
$
|
23,233
|
|
|
|
$
|
29,960
|
|
SA U.S. Value Fund
|
|
|
$
|
72,041
|
|
|
|
$
|
33,625
|
|
|
|
$
|
78,791
|
|
SA U.S. Small Company
Fund
|
|
|
$
|
89,241
|
|
|
|
$
|
64,777
|
|
|
|
$
|
83,845
|
|
SA International Value Fund
|
|
|
$
|
100,794
|
|
|
|
$
|
130,765
|
|
|
|
$
|
140,170
|
|
SA International
Small Company
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
|
|
$
|
0
|
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SA Emerging Markets Value
Fund
|
|
|
$
|
24,685
|
|
|
|
$
|
25,863
|
|
|
|
$
|
15,144
|
|
SA Real Estate
Securities Fund
|
|
|
$
|
6,247
|
|
|
|
$
|
5,573
|
|
|
|
$
|
9,883
|
|
Any 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 $526,820,057 in brokerage
transactions directed to brokers for research services with $58,900 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
|
|
$11,482,431
|
|
Royal Bank of Canada
|
|
$11,013,432
|
|
|
|
SA Global Fixed Income Fund
|
|
|
|
Royal Bank of Canada
|
|
$16,419,418
|
|
36
|
|
Market Value
|
|
SA International Value Fund
|
|
|
|
Societe Generale London Branch
|
|
$4,734,575
|
|
Credit Suisse Securities (USA) LLC
|
|
$6,320,912
|
|
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
|
33%
|
|
95%
|
SA Global Fixed
Income Fund
|
36%
|
|
36%
|
SA
U.S. Core Market Fund
|
5%
|
|
6%
|
SA U.S. Value
Fund
|
21%
|
|
11%
|
SA
U.S. Small Company Fund
|
23%
|
|
14%
|
SA International
Value Fund
|
17%
|
|
22%
|
SA
International Small Company Fund
|
N/A
|
|
N/A
|
SA Emerging Markets
Value Fund
|
7%
|
|
13%
|
SA
Real Estate Securities Fund
|
2%
|
|
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.
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.
37
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.
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.
38
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).
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
39
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.
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
40
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.
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
41
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 individual shareholders
QDI described above.
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
42
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.
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.
43
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.
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.
44
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).
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 International Value
|
$
|
|
|
$
|
3,150,564
|
Fund
|
|
|
|
|
|
SA Real
Estate
|
$
|
|
|
$
|
986,127
|
Securities
Fund
|
|
|
|
|
|
45
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
|
Fund
|
June 30,
2015
|
|
June 30,
2017
|
|
June 30,
2018
|
|
June 30,
2019
|
SA Global Fixed
|
$
|
694,730
|
|
$
|
45,990
|
|
$
|
|
|
$
|
|
Income Fund
|
|
|
|
|
|
|
|
|
|
|
|
SA
U.S. Core Market
|
|
|
|
|
16,979,116
|
|
|
41,059,848
|
|
|
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
SA U.S. Value Fund
|
|
|
|
|
|
|
|
2,415,791
|
|
|
|
SA
International Value
|
|
|
|
|
8,176,491
|
|
|
47,987,541
|
|
|
|
Fund
|
|
|
|
|
|
|
|
|
|
|
|
SA International Small
|
|
|
|
|
|
|
|
6,120,809
|
|
|
|
Company Fund
|
|
|
|
|
|
|
|
|
|
|
|
SA
Real Estate
|
|
|
|
|
241,458
|
|
|
2,190,950
|
|
|
2,306,670
|
Securities Fund
|
|
|
|
|
|
|
|
|
|
|
|
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
PricewaterhouseCoopers LLP from the Trusts June 30, 2013 annual report (as
filed with the SEC on September 6, 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, 2013
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 that 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
|
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:
____________________
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
A-1
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. 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 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 AGAINST or
WITHHOLD from nominees 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; or
|
|
1.5.
|
The board makes a
material adverse change to an existing poison pill without shareholder
approval.
|
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 issuers governance structure and practices; and
-
The issuers 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,
|
|
|
|
or after the problematic action
transpired, the nominee will be considered a new nominee if he or she joined
the board within
the 12 months prior to the upcoming shareholder meeting.
A-2
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.
|
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
1
, 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 individual directors, committee
members, or the entire board of directors as appropriate if:
|
2.1.
|
For 2013, the board
failed to act
2
on a shareholder proposal that received the
support of a majority of the shares
outstanding the previous year;
|
|
2.2.
|
For 2013, 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.
|
For 2014, the board failed to act on a shareholder
proposal that received the support of a majority of the shares
cast
in the previous year;
|
|
2.4.
|
The board failed to
act on takeover offers where the majority of shares are
tendered;
|
|
2.5.
|
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
|
____________________
1
Examples of failure of risk
oversight include, but are not limited to: bribery; large or serial fines or
sanctions from regulatory bodies; significant adverse legal judgments or
settlements; hedging of company stock; or significant pledging of company
stock.
2
Responding to the
shareholder proposal will generally mean either full implementation of the
proposal or, if the matter requires a vote by shareholders, a management
proposal on the next annual ballot to implement the proposal. Responses that
involve less than full implementation will be considered on a case-by-case
basis, taking into account:
-
The subject
matter of the proposal;
-
The level of support and opposition provided to
the resolution in past meetings;
-
Disclosed outreach efforts by the board to
shareholders in the wake of the vote;
-
Actions taken by the board in response to its
engagement with shareholders;
-
The continuation of the underlying issue as a
voting item on the ballot (as either shareholder or management proposals); and
-
Other
factors as appropriate.
A-3
|
2.6.
|
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:
|
|
2.7.
|
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
sayonpay 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
sayonpay
proposal.
|
3.
Director
Independence
Vote AGAINST or WITHHOLD from Inside Directors and Affiliated
Outside Directors (per the
Categorization of Directors
)
when:
|
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.
|
Independent directors make up
less than a majority of the directors.
|
4.
Director Competence
Attendance at Board and Committee Meetings:
|
4.1.
|
Generally vote AGAINST
or WITHHOLD from directors (except new nominees, who should be considered
CASE-BY-CASE
1
) who attend less than 75 percent of the aggregate
of their board and committee meetings for the period for which they
served, unless an acceptable reason for absences is disclosed in the proxy
or another SEC filing. Acceptable reasons for director absences are
generally limited to the following:
|
|
|
|
|
|
-
Medical issues/illness;
-
Family emergencies; and
-
Missing only one meeting (when the total of
all meetings is three or fewer).
|
|
|
|
|
4.2.
|
If the proxy
disclosure is unclear and insufficient to determine whether a director
attended at least 75 percent of the aggregate of his/her board and
committee meetings during his/her period of service, vote AGAINST or
WITHHOLD from the director(s) in question.
|
Overboarded
Directors:
Vote AGAINST or WITHHOLD from
individual directors who:
|
4.3.
|
Sit on more than six public
company boards
2
; or
|
|
4.4.
|
Are CEOs of public companies who
sit on the boards of more than two public companies besides their
ownwithhold only at their outside
boards
3
.
|
____________________
1
For
new nominees only, schedule conflicts due to commitments made prior to their appointment to the board are considered
if disclosed in the proxy or another SEC filing.
2
Dimensional
may screen votes otherwise subject to this policy based on the qualifications and circumstances of the directors
involved.
3
Although all of a CEOs subsidiary boards will
be counted as separate boards, ISS will not recommend a withhold vote from
the CEO of a parent company board or any of the controlled (>50 percent ownership) subsidiaries of that parent, but will
do so at subsidiaries that are less than 50 percent controlled and boards outside the parent/subsidiary
relationships.
A-4
Proxy Access
1
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.
Proxy ContestsVoting for Director
Nominees in Contested Elections
2
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.
|
When the addition of shareholder nominees to the management card
(proxy access nominees) results in a number of nominees on the management card which exceeds the number of seats
available for election, vote CASE-BY-CASE considering the same factors listed above.
Shareholder
Rights & Defenses
3
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.
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 (NOL) 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;
____________________
1
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.
2
See
introductory information concerning proxies involving this issue and the supplementary actions the Advisor
may take.
3
See
introductory information concerning proxies involving this issue and the supplementary actions the Advisor may
take.
A-5
-
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
1
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
2
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.
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 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.
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;
____________________
1
"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.
2
See
introductory information concerning proxies involving this issue and the supplementary actions the Advisor may
take.
A-6
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.
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.
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'slength? 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 noninsider 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
1
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
See introductory information concerning proxies involving this issue and
the supplementary actions the Advisor may take.
A-7
|
1.
|
Maintain
appropriate pay-for-performance alignment, with emphasis on longterm
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);
|
|
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
CompensationManagement 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-PayMSOP) 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
payforperformance 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
1
Alignment:
____________________
1
The revised peer group is
generally comprised of 14-24 companies that are selected using market cap,
revenue (or assets for certain financial firms), GICS industry group and
company's selected peers' GICS industry group with size constraints, via a
process designed to select peers that are closest to the subject company in
terms of revenue/assets and industry and also within a market cap bucket that is reflective of the company's.
A-8
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.
|
|
|
|
|
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, our analysis may include any of the following qualitative
factors, if they are relevant to the analysis 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 overall ratio of
performance-based 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 FY or anomalous equity grant practices (e.g., bi-annual
awards);
|
|
|
Realizable pay compared to grant
pay; 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).
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:
A-9
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
Consider the following factors
CASE-BY-CASE when evaluating ballot items related to executive pay 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 ("Say When 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.
Voting on Golden Parachutes in an
Acquisition, Merger, Consolidation, or Proposed Sale
Vote CASE-BY-CASE on say on Golden
Parachute proposals, including consideration of existing change-in-control
arrangements maintained with named executive officers rather than focusing
primarily on new or extended arrangements. Features that may result in an
AGAINST recommendation include one or more of the following, depending on the
number, magnitude, and/or timing of issue(s):
-
Single- or modified-single-trigger cash
severance;
-
Single-trigger acceleration of unvested equity
awards;
-
Excessive cash severance (>3x base salary and
bonus);
-
Excise tax gross-ups triggered and payable (as
opposed to a provision to provide excise tax gross-ups);
-
Excessive golden parachute payments (on an
absolute basis or as a percentage of transaction equity value); or
-
Recent amendments that incorporate any problematic
features (such as those above) or recent actions (such as extraordinary equity
grants) that may make packages so attractive as to influence merger agreements
that may not be in the best interests of shareholders; or
-
The company's assertion that a proposed
transaction is conditioned on shareholder approval of the golden parachute
advisory vote.
Recent amendment(s) that incorporate
problematic features will tend to carry more weight on the overall analysis.
However, the presence of multiple legacy problematic features will also be
closely scrutinized.
In cases where the golden parachute
vote is incorporated into a company's 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
1
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;
____________________
1
See introductory information concerning proxies involving this issue and
the supplementary actions the Advisor may take.
A-10
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.
With respect to environmentally screened portfolios, the Advisor
will generally vote on shareholder proposals involving environmental
issues in accordance with the following ISS U.S. Proxy Voting Guidelines:
Generally
vote CASE-BY-CASE,
taking into consideration whether implementation of the proposal is likely to enhance or protect
shareholder value, and in addition the following will also be considered:
-
If the issues presented in the proposal are
more appropriately or effectively dealt with through legislation or
government regulation;
-
If the company has already responded in an
appropriate and sufficient manner to the issue(s) raised in the
proposal;
-
Whether the proposal's request is unduly
burdensome (scope, timeframe, or cost) or overly prescriptive;
-
The company's approach compared with any industry standard practices for addressing
the issue(s) raised by
the
proposal;
-
If the proposal requests increased disclosure or
greater transparency, whether or not reasonable and sufficient information is
currently available to shareholders from the company or from other publicly
available sources; and
-
If the proposal requests increased disclosure or greater transparency, whether or not
implementation would reveal proprietary
or confidential information that could place the company at a competitive disadvantage.
Foreign Private Issuers Listed on U.S. Exchanges
Vote
AGAINST (or WITHHOLD from) non
-
independent
director nominees at companies which fail to meet the following
criteria: a majority
-
independent
board, and the presence of an audit, a compensation, and a nomination committee, each
of which is entirely composed of independent directors.
Where the design and
disclosure levels of equity compensation plans are comparable to those seen at U.S. companies, U.S.
compensation policy will be used to evaluate the compensation plan proposals. In all other cases, equity compensation
plans
will be evaluated according to ISS International Proxy Voting Guidelines.
All
other voting items will be evaluated using ISS International Proxy Voting Guidelines.
APPENDIX
2012 INTERNATIONAL PROXY VOTING
SUMMARY GUIDELINES
1
Effective for Meetings on or after
February 1, 2013
____________________
1
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-11
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. General
Policies
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
Compensation
Vote FOR the (re)election of auditors
and proposals authorizing the board to fix auditor fees, unless:
-
There are serious concerns about the accounts
presented or the audit procedures used;
-
The auditors are being changed without
explanation; or
-
non-audit-related fees are substantial or are routinely in excess of standard
annual audit-related fees.
Vote AGAINST the appointment of
external auditors if they have previously served the company in an executive
capacity or
can
otherwise be considered affiliated with the company.
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.
A-12
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.
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 AGAINST the election of directors
at all companies if the name of the nominee is not disclosed in a timely
manner prior to the
meeting.
Grace period: Vote FOR the election of directors at all Polish
companies and non-index Turkish companies in 2013 even if nominee names are not disclosed in a timely manner prior to
the meeting, but include cautionary language in the research report. Beginning in 2014, vote AGAINST the election of
directors at all Polish companies and non-index Turkish companies if nominee names are not disclosed in a timely
manner prior to the meeting.
Under extraordinary circumstances, vote
AGAINST or WITHHOLD from 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.
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 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
A-13
audit or compensation committee, if they
are not required to be on those committees.
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.
1
ISS Classification of
Directors - International Policy
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;
-
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]);
-
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 will NOT be a determining factor
unless it is recommended best practice in a market:
-
9 years (from the date of election) in the United
Kingdom and Ireland;
-
12 years in European markets;
-
7 years in Russia.
Independent
NED
-
No material[4] connection, either directly or
indirectly, to the company other than a board seat.
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 SEVs proposed definition of
immediate family members which covers spouses, parents, children,
step-parents,
step-children, 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] If the company makes or
receives annual payments exceeding the greater of $200,000 or 5 percent of the
recipient's gross revenues.
(The recipient is the party receiving the financial proceeds
from the transaction.)
[4] 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.
____________________
1
See introductory information concerning proxies involving this issue and
the supplementary actions the Advisor may take.
A-14
Contested Director
Elections
1
For shareholder nominees, ISS places the persuasive burden on
the nominee or the proposing shareholder to prove that they are better suited to
serve on the board than management's nominees. Serious consideration of
shareholder nominees will be given only if there are clear and compelling
reasons for the nominee to join the board. These nominees must also demonstrate
a clear ability to contribute positively to board deliberations; some nominees
may have hidden or narrow agendas and may unnecessarily contribute to
divisiveness among directors.
The major decision factors
are:
-
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;
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 Board and Management
ISS will generally recommend voting 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 on
a case
-
by
-
case
basis 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
-
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 action yet to be confirmed (and not only in the
fiscal year in question) such as price fixing, insider trading, bribery,
fraud, and other illegal actions
-
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
2
Share Issuance
Requests
General Issuances
____________________
1
See introductory information concerning proxies involving this issue and
the supplementary actions the Advisor may take.
2
See introductory information
concerning proxies involving this issue and the supplementary actions the
Advisor may take.
A-15
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.
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.
A-16
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 share repurchase programs/market
authorities,
provided that
the proposal meets the following
parameters:
-
Maximum Volume: 10 percent for market repurchase
within any single authority and 10 percent of outstanding
shares to be kept in
treasury (on the shelf); and
-
Duration does not
exceed 18 months.
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.
ISS may support share repurchase plans
in excess of 10 percent volume under exceptional circumstances, such as
one
-
off
company
specific events (e.g. capital re
-
structuring). Such proposals will be assessed CASE
-
BY
-
CASE based on merits, which
should be clearly disclosed in
the annual report, provided that following conditions are met:
-
The overall balance of the proposed plan
seems to be clearly in shareholders interests;
-
The plan still respects the 10 percent maximum of
shares to be kept in treasury.
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
1
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.
____________________
1
See introductory information
concerning proxies involving this issue and the supplementary actions the
Advisor may take.
A-17
5. OTHER
ITEMS
Reorganizations/Restructurings
Vote reorganizations and restructurings on a CASE
-
BY
-
CASE basis.
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
Vote
related-party transactions on a CASE-BY-CASE basis.
Antitakeover Mechanisms
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.
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
A-18
of
the proposal is likely to enhance or protect shareholder value.
With respect to environmentally screened
portfolios, the Advisor will generally vote on shareholder proposals
involving
environmental issues in accordance with the following ISS International
Proxy Voting Guidelines:
Generally vote CASE
-
BY
-
CASE, taking into consideration whether
implementation of the proposal is likely to enhance or
protect shareholder value, and in
addition the following will be considered:
-
If the issues presented in the proposal are
more appropriately or effectively dealt with through legislation
or
government
regulation;
-
If the company has already responded in an
appropriate and sufficient manner to the issue(s) raised in the
proposal;
-
Whether the proposal's request is unduly
burdensome (scope, timeframe, or cost) or overly prescriptive;
-
The company's approach compared with any
industry standard practices for addressing the issue(s) raised by
the proposal;
-
If
the
proposal
requests
increased
disclosure
or
greater
transparency,
whether
or
not
reasonable
and
sufficient information is currently available to shareholders from
the company or from other publicly available
sources; and
-
If the proposal
requests increased disclosure or greater transparency, whether or not
implementation would
reveal
proprietary or confidential information that could place the company at a
competitive disadvantage.
Country of Incorporation vs. Country of
Listing
-
Application of Policy
In general, country of incorporation will
be the basis for policy application. However, ISS will generally apply its US
policies
to
the
extent
possible at
issuers
that
file
DEF
14As,
10-K
annual
and
10-Q
quarterly
reports
and
are
thus
considered
domestic issuers by the U.S. Securities and Exchange Commission
(SEC).
Foreign Private Issuers Listed on U.S.
Exchanges
Companies
that
are
incorporated
outside of
the U.S.
and
listed
solely
on
U.S.
exchanges,
where
they
qualify as
Foreign
Private Issuers, will be subject to the following policy:
Vote
AGAINST
(or
WITHHOLD
from)
non
-
independent
director
nominees at
companies
which
fail
to
meet
the
following
criteria: a majority
-
independent board, and the presence of an audit, a
compensation, and a nomination committee, each
of which is entirely composed of independent
directors.
Where the design and disclosure levels of
equity compensation plans are comparable to those seen at U.S. companies,
U.S.
compensation
policy
will
be
used
to
evaluate
the
compensation
plan
proposals. In all
other
cases,
equity
compensation
plans will be evaluated according to ISS' International Proxy Voting
Guidelines.
All other voting items will be evaluated
using ISS' International Proxy Voting Guidelines.
Foreign private issuers ("FPIs") are
defined as companies whose business is administered principally outside the
U.S., with
more
than
50
percent
of
assets
located
outside
the
U.S.; a
majority
of
whose
directors/officers
are
not
U.S.
citizens
or
residents; and
a majority of whose outstanding voting shares are held by non
-
residents of the
U.S.
A-19
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
B-1
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.
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.
S&Ps Short-Term Issue Credit
Ratings:
B-3
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
|
|
(v)
|
Amended and
Restated Operating Agreement with Loring Ward Securities Inc. and Pershing
LLC.
15
|
|
(v) (a)
|
Addendum
No. 1 to Amended and Restated Operating Agreement
15
|
(i)
|
|
Opinion and
Consent of K&L Gates LLP
15
|
(j)
|
(i)
|
Power of
Attorney dated June 14, 2012
13
|
|
(ii)
|
DFA
Investment Dimensions Group Inc. Power of Attorney dated December 17,
2010
13
|
1
|
(iii)
|
Consent of
PricewaterhouseCoopers LLP with respect to SA Funds - Investment
Trust
15
|
|
(iv)
|
Consent of PricewaterhouseCoopers LLP with
respect to International Small Company Portfolio (constituting a portfolio
with DFA Investment Dimensions Group Inc.
)
15
|
(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
Incorporated herein by reference
from Post-Effective Amendment No. 31 to the Registration Statement as filed with
the Securities and Exchange Commission on August 29,
2013.
15
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
4
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.
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.
5
See the information concerning LWI
Financial Inc. set forth in Parts A and B of this Registration Statement.
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
|
(a)
|
Not Applicable.
|
|
|
|
(b)
|
|
|
|
|
|
(1)
|
(2)
|
(3)
|
|
|
|
|
Name and
Principal
|
Positions and
Offices
|
Positions and
Offices
|
|
|
Business
Address
|
with
Underwriter
|
with
Registrant
|
|
|
|
|
|
|
|
Alexander B. Potts
|
President and Chief
|
President and Chief
|
|
|
LWI Financial Inc.
|
Executive Officer
|
Executive Officer
|
|
|
3055 Olin Avenue
|
|
|
|
|
Suite 2000
|
|
|
|
|
San Jose, CA 95128
|
|
|
|
|
|
|
|
|
|
Michael Clinton
|
Chief Operating
|
Chief Financial and
|
|
|
LWI Financial Inc.
|
Officer, Chief
Financial
|
Accounting Officer
and
|
|
|
3055 Olin Avenue
|
Officer and Treasurer
|
Treasurer
|
|
|
Suite 2000
|
|
|
|
|
San Jose, CA 95128
|
|
|
|
|
|
|
|
|
|
Christopher D. Stanley
|
Vice President,
|
Vice President,
Chief
|
|
|
LWI Financial Inc.
|
General Counsel, Chief
|
Legal Officer,
Chief
|
|
|
3055 Olin Avenue
|
Legal Officer and
Chief
|
Compliance Officer
and
|
|
|
Suite 2000
|
Compliance Officer
|
Anti-Money
Laundering
|
|
|
San Jose, CA 95128
|
|
Compliance Officer
|
|
|
|
|
|
|
|
Marcy Tsagarakis
|
Vice President
|
Secretary
|
|
|
LWI Financial Inc.
|
|
|
|
|
3055 Olin Avenue
|
|
|
|
|
Suite 2000
|
|
|
|
|
San Jose, CA 95128
|
|
|
|
|
|
(c)
|
Not Applicable.
|
|
|
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
6
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:
|
(1)
|
|
LWI Financial
Inc.
|
|
|
|
3055 Olin Avenue, Suite 2000
|
|
|
|
San Jose, California
95128
|
|
|
|
|
|
and
|
|
|
|
|
|
2880 Stevens Creek Boulevard
|
|
|
|
Suite
200
|
|
|
|
San Jose, California
95128
|
|
|
|
(2)
|
|
Dimensional Fund
Advisors LP
|
|
|
|
6300 Bee Cave
Road
|
|
|
|
Building
One
|
|
|
|
Austin, Texas
78746
|
|
|
|
(3)
|
|
State Street Bank and
Trust Company
|
|
|
|
801 Pennsylvania
Avenue
|
|
|
|
Kansas City, MO
64105
|
|
|
|
(4)
|
|
Boston Financial Data
Services, Inc.
|
|
|
|
2000 Crown Colony
Drive
|
|
|
|
Quincy, MA
02169
|
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 (the 1933 Act), and the
Investment Company Act of 1940, as amended, the Registrant certifies that it
meets all of the requirements for effectiveness of this Registration Statement
under Rule 485(b) under the 1933 Act and has duly caused this 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
28th day of October, 2013.
SA FUNDS - INVESTMENT
TRUST
|
|
|
|
By:
|
|
/s/ Alexander B. Potts
|
|
|
|
Alexander B.
Potts
|
|
|
President and Chief
Executive Officer
|
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, this amendment to the
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
Signatures
|
|
Title
|
|
Date
|
* /s/ Bryan W. Brown
|
|
Trustee
|
|
October 28,
2013
|
Bryan W.
Brown
|
|
|
|
|
|
* /s/ Harold M. Shefrin
|
|
Trustee
|
|
October 28,
2013
|
Harold M.
Shefrin
|
|
|
|
|
|
* /s/ Charles M. Roame
|
|
Trustee
|
|
October 28,
2013
|
Charles M.
Roame
|
|
|
|
|
|
/s/ Alexander B. Potts
|
|
President
and
|
|
October 28,
2013
|
Alexander B.
Potts
|
|
Chief Executive
Officer
|
|
|
|
/s/ Michael Clinton
|
|
Treasurer and
Chief
|
|
October 28,
2013
|
Michael
Clinton
|
|
Financial and
Accounting Officer
|
*By:
|
|
/s/ Christopher
Stanley
|
|
|
|
Christopher Stanley
|
|
|
As Attorney-in-Fact for each
Trustee
|
____________________
*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 28
th
day of October, 2013.
DFA Investment
Dimensions Group Inc.
|
|
|
|
|
By:
|
|
/s/David G.
Booth*
|
|
|
|
David G. Booth
|
|
|
President
|
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
|
|
Title
|
|
Date
|
/s/David G. Booth*
|
|
President, Director,
Chairman and
|
|
October 28,
2013
|
David G.
Booth
|
|
Co-Chief Executive
Officer
|
|
|
|
/s/David R. Martin*
|
|
Chief Financial
Officer, Treasurer and
|
|
October 28,
2013
|
David R.
Martin
|
|
Vice
President
|
|
|
|
/s/George M. Constantinides*
|
|
Director
|
|
October 28,
2013
|
George M.
Constantinides
|
|
|
|
|
|
/s/John P. Gould*
|
|
Director
|
|
October 28,
2013
|
John P.
Gould
|
|
|
|
|
|
/s/Roger G. Ibbotson*
|
|
Director
|
|
October 28,
2013
|
Roger G.
Ibbotson
|
|
|
|
|
|
/s/Edward P. Lazear*
|
|
Director
|
|
October 28,
2013
|
Edward P.
Lazear
|
|
|
|
|
|
/s/Eduardo A. Repetto*
|
|
Director, Co-Chief
Executive Officer
|
|
October 28,
2013
|
Eduardo A.
Repetto
|
|
and Chief Investment
Officer
|
|
|
|
/s/Myron S. Scholes*
|
|
Director
|
|
October 28,
2013
|
Myron S.
Scholes
|
|
|
|
|
|
/s/Abbie J. Smith*
|
|
Director
|
|
October 28,
2013
|
Abbie J.
Smith
|
|
|
|
|
*By:
|
|
/s/Jeff J. Jeon
|
|
|
|
Jeff J. Jeon, Attorney-in-Fact
|
|
|
(Pursuant to a
Power-of-Attorney)
|
9
Exhibit
Index
Exhibit 28 (h)
(v)
|
|
Amended and Restated
Operating Agreement with Loring Ward Securities Inc. and Pershing
LLC.
|
|
|
|
Exhibit 28 (h)
(v) (a)
|
|
Addendum No. 1 to
Amended and Restated Operating Agreement
|
|
|
|
Exhibit 28
(i)
|
|
Opinion and Consent
of K&L Gates LLP
|
|
|
|
Exhibit 28 (j)
(iii)
|
|
Consent of
PricewaterhouseCoopers LLP with respect to SA Funds - Investment
Trust
|
|
|
|
Exhibit 28 (j)
(iv)
|
|
Consent of
PricewaterhouseCoopers LLP with respect to International Small Company
Portfolio (constituting a portfolio with DFA Investment Dimensions Group
Inc.)
|
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