VIA EDGAR CORRESPONDENCE
November 12, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Office of Filings, Information & Consumer Services
RE: | SA Funds – Investment Trust |
| SEC File Nos. 333-70423; 811-09195 |
| Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A |
Dear Ms. Stout:
On behalf of SA Funds – Investment Trust (the “Trust”), this letter responds to comments that you provided to me via telephone on October 30, 2008, and additional comments Frank Dalton, Branch Chief with the Securities and Exchange Commission (the “SEC”) provided to me via telephone on November 10, 2008 concerning the above-referenced Post-Effective Amendment (“Post-Effective Amendment”), which was filed with the SEC on October 28, 2008, pursuant to Rule 485(b) of the Securities Act of 1933, as amended.
Your comment and the Trust’s response are set forth below. Defined terms used but not defined herein have the meanings ascribed to them in the Post-Effective Amendment.
1. Comment: The Prospectus states that the SA Global Fixed Income Fund may invest up to 100% of its total assets in foreign issuers. Disclose whether, under normal market conditions, the Fund will invest at least 40% of its assets in foreign issuers and whether, under normal market conditions, the Fund will invest in at least four countries.
Response: The Trust has modified the disclosure as follows (deleted language [bracketed]; new language underlined):
These securities may be denominated in currencies other than U.S. dollars, including the Euro. All ratings described above apply at the time of investment. The Fund invests in foreign issuers in countries with developed markets designated by the Investment Committee of the Sub-Adviser from time to time. As of the date of this Prospectus, the Fund is authorized to invest in foreign issuers in Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Ireland, Japan, the Netherlands, New Zealand, Norway, 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 availability in the Fund and characteristics of each country’s market. In addition, the Fund may continue to hold securities of developed market countries that are not listed above as authorized countries but had been authorized for investment in the past. [The Sub-Adviser may invest up to 100% of the Fund’s total assets in foreign issuers.] Under normal market conditions, the Fund will invest (1) at least 40% of its total assets in the securities of foreign issuers but may invest up to 100% of its total assets in the securities of foreign issuers and (2) in issuers organized or having a majority of their assets in, or deriving a majority of their operating income in, at least four different countries, one of which may be the United States. The actual number of countries represented in the Fund’s portfolio will vary over time.
The Trust understands that it is responsible for the adequacy and accuracy of the disclosure in its registration statements; staff comments or changes to disclosure in response to staff comments in the registration statement reviewed by the staff does not foreclose the SEC from taking any action with respect to the registration statement; and the Trust may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the Federal securities laws of the United States.
We trust the foregoing is responsive to your comment. Please contact me at (617) 937-5524 if you have any questions regarding the foregoing.
| Very truly yours, | |
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| /s/ Brian F. Link | |
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| Brian F. Link, Esq. | |
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cc: | Steve K. McGinnis, Chief Compliance Officer, SA Funds – Investment Trust | |
| R. Darrell Mounts, Esq., K&L Gates LLP | |
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