As filed with the U.S. Securities and Exchange Commission on December 30, 2016
File No. 002-73948
File No. 811-03258
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 | ☒ | |||
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 200 | ☒ |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 | ☒ | |||
Amendment No. 201 |
(Check appropriate box or boxes.)
DFA INVESTMENT DIMENSIONS GROUP INC.
(Exact Name of Registrant as Specified in Charter)
6300 Bee Cave Road, Building One, Austin, TX 78746
(Address of Principal Executive Office) (Zip Code)
Registrants Telephone Number, including Area Code (512) 306-7400
Catherine L. Newell, Esquire, Vice President and Secretary
DFA Investment Dimensions Group Inc.,
6300 Bee Cave Road, Building One, Austin, TX 78746
(Name and Address of Agent for Service)
Please send copies of all communications to:
Jana L. Cresswell, Esquire
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8048
It is proposed that this filing will become effective (check appropriate box):
☐ | immediately upon filing pursuant to paragraph (b) |
☐ | on [Date] pursuant to paragraph (b) |
☒ | 60 days after filing pursuant to paragraph (a)(1) |
☐ | on [Date] pursuant to paragraph (a)(1) |
☐ | 75 days after filing pursuant to paragraph (a)(2) |
☐ | on [Date] pursuant to paragraph (a)(2) of Rule 485 |
If appropriate, check the following box:
☐ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
The Trustees and principal officers of The DFA Investment Trust Company and Dimensional Emerging Markets Value Fund also have executed this registration statement.
Title of Securities Being Registered:
ASIA PACIFIC SMALL COMPANY PORTFOLIO
CONTINENTAL SMALL COMPANY PORTFOLIO
DFA GLOBAL REAL ESTATE SECURITIES PORTFOLIO
DFA INTERNATIONAL REAL ESTATE SECURITIES PORTFOLIO
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
DFA REAL ESTATE SECURITIES PORTFOLIO
EMERGING MARKETS PORTFOLIO
EMERGING MARKETS SMALL CAP PORTFOLIO
EMERGING MARKETS CORE EQUITY PORTFOLIO
EMERGING MARKETS SOCIAL CORE EQUITY PORTFOLIO
EMERGING MARKETS VALUE PORTFOLIO
ENHANCED U.S. LARGE COMPANY PORTFOLIO
INTERNATIONAL CORE EQUITY PORTFOLIO
INTERNATIONAL SMALL COMPANY PORTFOLIO
INTERNATIONAL SOCIAL CORE EQUITY PORTFOLIO
INTERNATIONAL SUSTAINABILITY CORE 1 PORTFOLIO
INTERNATIONAL VECTOR EQUITY PORTFOLIO
JAPANESE SMALL COMPANY PORTFOLIO
LARGE CAP INTERNATIONAL PORTFOLIO
SELECTIVELY HEDGED GLOBAL EQUITY PORTFOLIO
T.A. U.S. CORE EQUITY 2 PORTFOLIO
T.A. WORLD EX U.S. CORE EQUITY PORTFOLIO
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
TAX-MANAGED U.S. EQUITY PORTFOLIO
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO
TAX-MANAGED U.S. SMALL CAP PORTFOLIO
TAX-MANAGED U.S. TARGETED VALUE PORTFOLIO
U.S. CORE EQUITY 1 PORTFOLIO
U.S. CORE EQUITY 2 PORTFOLIO
U.S. LARGE CAP EQUITY PORTFOLIO
U.S. LARGE CAP VALUE PORTFOLIO
U.S. MICRO CAP PORTFOLIO
U.S. SMALL CAP PORTFOLIO
U.S. SMALL CAP VALUE PORTFOLIO
U.S. SOCIAL CORE EQUITY 2 PORTFOLIO
U.S. SUSTAINABILITY CORE 1 PORTFOLIO
U.S. TARGETED VALUE PORTFOLIO
U.S. VECTOR EQUITY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO
WORLD CORE EQUITY PORTFOLIO
WORLD EX U.S. CORE EQUITY PORTFOLIO
WORLD EX U.S. TARGETED VALUE PORTFOLIO
WORLD EX U.S. VALUE PORTFOLIO
This Post-Effective Amendment No. 200/201 to Registration File Nos. 002-73948/811-03258 includes the following:
1. | FACING PAGE |
2. | CONTENTS PAGE |
3. | PART A Prospectus relating to the Institutional Class shares of the Registrants Enhanced U.S. Large Company Portfolio, U.S. Large Cap Equity Portfolio, U.S. Large Cap Value Portfolio, U.S. Small Cap Value Portfolio, U.S. Targeted Value Portfolio, U.S. Small Cap Portfolio, U.S. Micro Cap Portfolio, U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, U.S. Vector Equity Portfolio, DFA Real Estate Securities Portfolio, Large Cap International Portfolio, International Small Company Portfolio, Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, United Kingdom Small Company Portfolio, Continental Small Company Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, DFA International Small Cap Value Portfolio, International Core Equity Portfolio, International Vector Equity Portfolio, World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World ex U.S. Core Equity Portfolio, World Core Equity Portfolio, Emerging Markets Portfolio, Emerging Markets Value Portfolio, Emerging Markets Small Cap Portfolio, Emerging Markets Core Equity Portfolio and Selectively Hedged Global Equity Portfolio series of shares |
4. | PART A Prospectus relating to the Registrants Tax-Managed U.S. Marketwide Value Portfolio, Tax-Managed U.S. Targeted Value Portfolio, Tax-Managed U.S. Equity Portfolio, Tax-Managed U.S. Small Cap Portfolio, T.A. U.S. Core Equity 2 Portfolio, Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio series of shares |
5. | PART A Prospectus relating to the Registrants U.S. Social Core Equity 2 Portfolio, U.S. Sustainability Core 1 Portfolio, International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio series of shares |
6. | PART B Statement of Additional Information relating to the Institutional Class shares of the Registrants Enhanced U.S. Large Company Portfolio, U.S. Large Cap Equity Portfolio, U.S. Large Cap Value Portfolio, U.S. Small Cap Value Portfolio, U.S. Targeted Value Portfolio, U.S. Small Cap Portfolio, U.S. Micro Cap Portfolio, U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, U.S. Vector Equity Portfolio, DFA Real Estate Securities Portfolio, Large Cap International Portfolio, International Small Company Portfolio, Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, United Kingdom Small Company Portfolio, Continental Small Company Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, DFA International Small Cap Value Portfolio, International Core Equity Portfolio, International Vector Equity Portfolio, World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World ex U.S. Core Equity Portfolio, World Core Equity Portfolio, Emerging Markets Portfolio, Emerging Markets Value Portfolio, Emerging Markets Small Cap Portfolio, Emerging Markets Core Equity Portfolio and Selectively Hedged Global Equity Portfolio series of shares |
7. | PART B Statement of Additional Information relating to the Registrants Tax-Managed U.S. Marketwide Value Portfolio, Tax-Managed U.S. Targeted Value Portfolio, Tax-Managed U.S. Equity Portfolio, Tax-Managed U.S. Small Cap Portfolio, T.A. U.S. Core Equity 2 Portfolio, Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio series of shares |
8. | PART B Statement of Additional Information relating to the Registrants U.S. Social Core Equity 2 Portfolio, U.S. Sustainability Core 1 Portfolio, International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio series of shares |
9. | PART C Other Information |
10. | SIGNATURES |
P R O S P E C T U S
February 28, 2017
Please carefully read the important information it contains before investing.
DFA Investment Dimensions Group Inc.
Dimensional Investment Group Inc.
P ORTFOLIOS FOR L ONG -T ERM I NVESTORS :
DOMESTIC SECURITIES
U.S. L ARGE C OMPANY P ORTFOLIO
Ticker: DFUSX
E NHANCED U.S. L ARGE C OMPANY P ORTFOLIO
Ticker: DFELX
U.S. L ARGE C AP E QUITY P ORTFOLIO
Ticker: DUSQX
U.S. L ARGE C AP V ALUE P ORTFOLIO
Ticker: DFLVX
U.S. S MALL C AP V ALUE P ORTFOLIO
Ticker: DFSVX
U.S. T ARGETED V ALUE P ORTFOLIO
Ticker: DFFVX
U.S. C ORE E QUITY 1 P ORTFOLIO
Ticker: DFEOX
U.S. C ORE E QUITY 2 P ORTFOLIO
Ticker: DFQTX
U.S. V ECTOR E QUITY P ORTFOLIO
Ticker: DFVEX
U.S. S MALL C AP P ORTFOLIO
Ticker: DFSTX
U.S. M ICRO C AP P ORTFOLIO
Ticker: DFSCX
DFA R EAL E STATE S ECURITIES P ORTFOLIO
Ticker: DFREX
INTERNATIONAL SECURITIES
L ARGE C AP I NTERNATIONAL P ORTFOLIO
Ticker: DFALX
DFA I NTERNATIONAL V ALUE P ORTFOLIO
Ticker: DFIVX
I NTERNATIONAL C ORE E QUITY P ORTFOLIO
Ticker: DFIEX
I NTERNATIONAL S MALL C OMPANY P ORTFOLIO
Ticker: DFISX
J APANESE S MALL C OMPANY P ORTFOLIO
Ticker: DFJSX
A SIA P ACIFIC S MALL C OMPANY P ORTFOLIO
Ticker: DFRSX
U NITED K INGDOM S MALL C OMPANY P ORTFOLIO
Ticker: DFUKX
C ONTINENTAL S MALL C OMPANY P ORTFOLIO
Ticker: DFCSX
DFA I NTERNATIONAL R EAL E STATE S ECURITIES P ORTFOLIO
Ticker: DFITX
DFA G LOBAL R EAL E STATE S ECURITIES P ORTFOLIO
Ticker: DFGEX
DFA I NTERNATIONAL S MALL C AP V ALUE P ORTFOLIO
Ticker: DISVX
I NTERNATIONAL V ECTOR E QUITY P ORTFOLIO
Ticker: DFVQX
W ORLD EX U.S. V ALUE P ORTFOLIO
Ticker: DFWVX
W ORLD EX U.S. T ARGETED V ALUE P ORTFOLIO
Ticker: DWUSX
W ORLD EX U.S. C ORE E QUITY P ORTFOLIO
Ticker: DFWIX
W ORLD C ORE E QUITY P ORTFOLIO
Ticker: DREIX
S ELECTIVELY H EDGED G LOBAL E QUITY P ORTFOLIO
Ticker: DSHGX
E MERGING M ARKETS P ORTFOLIO
Ticker: DFEMX
E MERGING M ARKETS V ALUE P ORTFOLIO
Ticker: DFEVX
E MERGING M ARKETS S MALL C AP P ORTFOLIO
Ticker: DEMSX
E MERGING M ARKETS C ORE E QUITY P ORTFOLIO
Ticker: DFCEX
I NSTITUTIONAL C LASS S HARES
This Prospectus describes the Institutional Class shares of each Portfolio which:
Are generally available only to institutional investors and clients of registered investment advisors. Do not charge sales commissions or loads.
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
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A DDITIONAL I NFORMATION ON I NVESTMENT O BJECTIVES AND P OLICIES |
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U.S. Large Cap Value Portfolio, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio |
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U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio and U.S. Vector Equity Portfolio |
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x
The U.S. Large Company Portfolio seeks, as its investment objective, to approximate the total investment return of the S&P 500 ® Index.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Large Company Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.06% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement* | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Advisor has agreed to waive certain fees of the U.S. Large Company Portfolio. The Amended and Restated Fee Waiver Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived up to thirty-six months after such fee waiver. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Large Company Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. The costs for the Portfolio reflect the net expenses of the Portfolio that result from the contractual expense waiver and assumption in the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Large Company Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolios performance. During the most recent fiscal year, the U.S. Large Company Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
1
Principal Investment Strategies
The U.S. Large Company Portfolio generally invests in the stocks that comprise the S&P 500 ® Index in approximately the proportions they are represented in the S&P 500 ® Index. The S&P 500 ® Index comprises a broad and diverse group of stocks. Generally, these are the U.S. stocks with the largest market capitalizations and, as a group, they represent approximately 75% of the total market capitalization of all publicly traded U.S. stocks. For the U.S. Large Company Portfolio, Dimensional Fund Advisors LP (the Advisor) considers the stocks that comprise the S&P 500 ® Index to be those of large companies. Under normal market conditions, at least 95% of the U.S. Large Company Portfolios net assets will be invested in the stocks that comprise the S&P 500 ® Index. As a non-fundamental policy, under normal circumstances, the U.S. Large Company Portfolio will invest at least 80% of its net assets in securities of large U.S. companies.
Ordinarily, portfolio companies will not be sold except to reflect additions or deletions of the companies that comprise the S&P 500 ® Index, including as a result of mergers, reorganizations and similar transactions and, to the extent necessary, to provide cash to pay redemptions of the U.S. Large Company Portfolios shares. Given the impact on prices of securities affected by the reconstitution of the S&P 500 ® Index around the time of a reconstitution date, the U.S. Large Company Portfolio may purchase or sell securities that may be impacted by the reconstitution before or after the reconstitution date of the S&P 500 ® Index. In seeking to approximate the total investment return of the S&P 500 ® Index, the Advisor may also adjust the representation of securities in the U.S. Large Company Portfolio after considering such securities characteristics and other factors the Advisor determines to be appropriate.
The U.S. Large Company Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The U.S. Large Company Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Large Company Portfolio may lend its portfolio securities to generate additional income.
About the S&P 500 ® Index: The Standard & Poors 500 Composite Stock Price Index ® is market capitalization weighted (adjusted for free float). Its performance is usually cyclical because it reflects periods when stock prices generally rise or fall. For information concerning Standard & Poors Rating Group, a division of The McGraw Hill Companies (S&P), and disclaimers of S&P with respect to the U.S. Large Company Portfolio, see Standard & PoorsInformation and Disclaimers .
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Large Company Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Large Company Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Large Company Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Large Company Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
2
Cyber Security Risk: The U.S. Large Company Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Large Company Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Large Company Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Large Company Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
U.S. Large Company Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[15.93% (4/096/09)] |
[-21.78% (10/0812/08)] |
3
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Large Company Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
S&P 500
®
Index
(1)
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
(1) | Copyright © 2010 Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Large Company Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Large Company Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Lukas J. Smart, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2010. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Large Company Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Large Company Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Large Company Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
4
The Enhanced U.S. Large Company Portfolio seeks, as its investment objective, to achieve a total return which exceeds the total return performance of the S&P 500 ® Index. Total return comprises income and capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Enhanced U.S. Large Company Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.20% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Enhanced U.S. Large Company Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The Enhanced U.S. Large Company Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolios performance. During the most recent fiscal year, the Enhanced U.S. Large Company Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The Enhanced U.S. Large Company Portfolio seeks to outperform the S&P 500 ® Index primarily through investment in S&P 500 ® Index futures and short-term fixed income obligations. The Enhanced U.S. Large Company Portfolio may invest in all of the stocks represented in the S&P 500 ® Index, options on stock indices, stock index futures, options on stock index futures, swap agreements on stock indices and shares of investment companies, such as exchange-traded funds (ETFs) that invest in stocks represented in the S&P 500 ® Index or other similar stock indices. The Portfolio invests in fixed income obligations, which may include securities of
5
foreign issuers. The Portfolio may, from time to time, also invest in options on stock indices, stock index futures, options on stock index futures and swap agreements based on indices other than, but similar to, the S&P 500 ® Index (such instruments whether or not based on the S&P 500 ® Index are hereinafter collectively referred to as Index Derivatives). The S&P 500 ® Index comprises a broad and diverse group of stocks. Generally, these are the U.S. stocks with the largest market capitalizations and, as a group, they represent approximately 75% of the total market capitalization of all publicly traded U.S. stocks. Dimensional Fund Advisors LP (the Advisor) considers stocks that comprise the S&P 500 ® Index to be those of large companies. Under normal circumstances, the Enhanced U.S. Large Company Portfolio will invest at least 80% of its net assets in short-term fixed income obligations that are overlaid by futures, swaps and other derivatives of the S&P 500 ® Index to create exposure to the performance of large U.S. companies or in securities of large U.S. companies directly. Alternatively, the Portfolio may invest at least 80% of its net assets directly in securities of large companies.
The Enhanced U.S. Large Company Portfolio may invest all of its assets in Index Derivatives. Certain of these Index Derivatives may be considered speculative and may subject the Portfolio to additional risks. Assets of the Portfolio not invested in the S&P 500 ® Index or Index Derivatives may be invested in short-term fixed income obligations including: U.S. government obligations, U.S. government agency obligations, corporate debt obligations, bank obligations, commercial paper, repurchase agreements, foreign government and agency obligations, supranational organization obligations, foreign issuer obligations and eurodollar obligations. The Portfolios investment in fixed income obligations will be considered investment grade at the time of purchase. The fixed income obligations purchased by the Portfolio will typically mature within two years from the date of settlement and the average dollar-weighted maturity of the fixed income obligations will be two years or less.
The Enhanced U.S. Large Company Portfolio may use foreign currency contracts to hedge foreign currency risks or to transfer balances from one currency to another. The Enhanced U.S. Large Company Portfolio uses index swap agreements and/or stock index futures to hedge against changes in securities prices. The Enhanced U.S. Large Company Portfolio may use derivatives, such as futures contracts and options on futures contracts, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. Additionally, the Enhanced U.S. Large Company Portfolio uses index swap agreements and stock index futures to attempt to achieve its investment objectives.
The Enhanced U.S. Large Company Portfolio may lend its portfolio securities to generate additional income.
About the S&P 500 ® Index: The Standard & Poors 500 Composite Stock Price Index ® is market capitalization weighted (adjusted for free float). Its performance is usually cyclical because it reflects periods when stock prices generally rise or fall. For information concerning Standard & Poors Rating Group, a division of The McGraw Hill Companies (S&P), and disclaimers of S&P with respect to the Enhanced U.S. Large Company Portfolio, see Standard & PoorsInformation and Disclaimers .
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Enhanced U.S. Large Company Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Enhanced U.S. Large Company Portfolio may hedge foreign currency risk.
Foreign Government Debt Risk: The risk that: (a) the governmental entity that controls the repayment of government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due, due to factors such as political considerations, the relative size of the governmental entitys debt position in
6
relation to the economy, cash flow problems, insufficient foreign currency reserves, the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies, and/or other national economic factors; (b) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling; and (c) there is no legal or bankruptcy process by which defaulted government debt may be collected in whole or in part.
Derivatives Risk: Derivatives are instruments, such as swaps, futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the Portfolio or if the cost of the derivative outweighs the benefit of the hedge. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Enhanced U.S. Large Company Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Enhanced U.S. Large Company Portfolio may lose money and there may be a delay in recovering the loaned securities. The Enhanced U.S. Large Company Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Interest Rate Risk: Fixed income securities are subject to interest rate risk because the prices of fixed income securities tend to move in the opposite direction of interest rates. When interest rates rise, fixed income security prices fall. When interest rates fall, fixed income security prices rise. In general, fixed income securities with longer maturities are more sensitive to changes in interest rates.
Credit Risk: Credit risk is the risk that the issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuers credit rating or a perceived change in an issuers financial strength may affect a securitys value, and thus, impact the Enhanced U.S. Large Company Portfolios performance. Below investment grade fixed income securities may also fluctuate in value more than higher quality fixed income securities and, during periods of market volatility, may be more difficult to sell at the time and price the Enhanced U.S. Large Company Portfolio desires. Credit risk is greater for fixed income securities with ratings below investment grade (e.g., BB+ or below by Standard & Poors Rating Group or Ba1 or below by Moodys Investors Service, Inc.). Fixed income securities that are below investment grade involve high credit risk and are considered speculative. Government agency obligations have different levels of credit support and, therefore, different degrees of credit risk. Securities issued by agencies and 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 Ginnie Mae, present little credit risk. Other securities issued by agencies and instrumentalities sponsored by the U.S. Government, that are supported only by the issuers right to borrow from the U.S. Treasury, subject to certain limitations, and securities issued by agencies and instrumentalities sponsored by the U.S. Government that are sponsored by the credit of the issuing agencies, such as Freddie Mac and Fannie Mae, are subject to a greater degree of credit risk. U.S. government agency securities issued or guaranteed by the credit of the agency may still involve a risk of non-payment of principal and/or interest.
Income Risk: Income risk is the risk that falling interest rates will cause the Enhanced U.S. Large Company Portfolios income to decline because, among other reasons, the proceeds from maturing short-term securities in its portfolio may be reinvested in lower-yielding securities.
Call Risk: Call risk is the risk that during periods of falling interest rates, a bond issuer will call or repay a higher-yielding bond before its maturity date, forcing the Portfolio to reinvest in bonds with lower interest rates than the original obligations.
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Liquidity Risk: Liquidity risk exists when particular portfolio investments are difficult to purchase or sell. To the extent that the Enhanced U.S. Large Company Portfolio holds illiquid investments, the Portfolios performance may be reduced due to an inability to sell the investments at opportune prices or times. Liquid portfolio investments may become illiquid or less liquid after purchase by the Enhanced U.S. Large Company Portfolio due to low trading volume, adverse investor perceptions and/or other market developments. Liquidity risk includes the risk that the Enhanced U.S. Large Company Portfolio will experience significant net redemptions at a time when it cannot find willing buyers for its portfolio securities or can only sell its portfolio securities at a material loss. Liquidity risk can be more pronounced in periods of market turmoil.
Cyber Security Risk: The Enhanced U.S. Large Company Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Enhanced U.S. Large Company Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. Enhanced U.S. Large Company Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Enhanced U.S. Large Company Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
8
Enhanced U.S. Large Company Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[16.84% (4/096/09)] |
[-21.78% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Enhanced U.S. Large Company Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
S&P 500
®
Index
(1)
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
(1) | Copyright © 2010 Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Enhanced U.S. Large Company Portfolio. The following individuals are responsible for coordinating the day to day management of the Enhanced U.S. Large Company Portfolio:
| David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1989. |
| Joseph F. Kolerich, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001. |
9
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Enhanced U.S. Large Company Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Enhanced U.S. Large Company Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Enhanced U.S. Large Company Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
10
The investment objective of the U.S. Large Cap Equity Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Large Cap Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.15% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Large Cap Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Large Cap Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Large Cap Equity Portfolios performance. During the most recent fiscal year, the U.S. Large Cap Equity Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Large Cap Equity Portfolio purchases a broad and diverse group of readily marketable securities of U.S. companies that Dimensional Fund Advisors LP (the Advisor) determines to be large capitalization companies within the U.S. Universe. A companys market capitalization is the number of its shares outstanding times its price per share. The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. Adjustment for free float modifies market capitalization weighting to exclude the share capital of a company that is not freely available for trading in the public equity markets. As of the date of this Prospectus, for
11
purposes of the Portfolio, the Advisor considers large cap companies to be companies whose market capitalizations are generally in the highest 90% of total market capitalization within the U.S. Universe or companies whose market capitalizations are larger than the 1,000th largest U.S. company within the U.S. Universe, whichever results in the higher market capitalization break. Under the Advisors market capitalization guidelines described above, as of December 31, 2016, the market capitalization of a large cap company was $[ ] million or above. This dollar amount will change due to market conditions. As a non-fundamental policy, under normal circumstances, the U.S. Large Cap Equity Portfolio will invest at least 80% of its net assets in equity securities of large cap U.S. companies.
In addition, the Advisor may consider a companys size, value, and/or profitability relative to other eligible companies when making investment decisions for the U.S. Large Cap Equity Portfolio. In assessing value, the Advisor may consider factors such as a companys book value in relation to its market value, as well as price to cash flow or price to earnings ratios. In assessing profitability, the Advisor may consider factors such as that of earnings or profits from operations relative to book value or assets. The criteria the Advisor uses for assessing value or profitability are subject to change from time to time. The Advisor may also adjust the representation in the U.S. Large Cap Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions.
The U.S. Large Cap Equity Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Large Cap Equity Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer specific events will cause the value of securities, and the U.S. Large Cap Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Investment Strategy Risk: Securities that have high book to market ratios and/or high profitability may perform differently from the market as a whole and an investment strategy emphasizing these securities may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Large Cap Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Large Cap Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Large Cap Equity Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Large Cap Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an
12
unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Large Cap Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Large Cap Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
U.S. Large Cap Equity Portfolio Institutional Class SharesTotal Returns
January 2014-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[5.71% (10/1512/15)] |
[-7.65% (7/159/15)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year |
Since 6/25/13
Inception |
|||||||
U.S. Large Cap Equity Portfolio | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | ||||
Russell 1000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % |
13
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Large Cap Equity Portfolio. The following individuals are responsible for coordinating the day-to-day management of the U.S. Large Cap Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception. |
| Henry F. Gray, Vice President of the Advisor and Head of Global Equity Trading, has been a portfolio manager of the Portfolio since inception. |
| Lukas J. Smart, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2010. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Large Cap Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Large Cap Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Large Cap Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
14
The investment objective of the U.S. Large Cap Value Portfolio is to achieve long-term capital appreciation. The U.S. Large Cap Value Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The U.S. Large Cap Value Series (the U.S. Large Cap Value Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the U.S. Large Cap Value Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Large Cap Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.35% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement | 0.10% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Large Cap Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
The Example reflects the aggregate estimated annual operating expenses of the U.S. Large Cap Value Portfolio and the Portfolios portion of the expenses of the U.S. Large Cap Value Series.
15
PORTFOLIO TURNOVER
The U.S. Large Cap Value Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Large Cap Value Portfolios performance. During the most recent fiscal year, the U.S. Large Cap Value Series portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Large Cap Value Portfolio pursues its investment objective by investing substantially all of its assets in the U.S. Large Cap Value Series. The U.S. Large Cap Value Series, using a market capitalization weighted approach, purchases a broad and diverse group of readily marketable securities of large U.S. companies that Dimensional Fund Advisors LP (the Advisor) determines to be value stocks. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. large cap company, the greater its representation in the Series. The Advisor may adjust the representation in the Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the U.S. Large Cap Value Series will invest at least 80% of its net assets in securities of large cap U.S. companies. As of the date of this Prospectus, for purposes of the U.S. Large Cap Value Series, the Advisor considers large cap companies to be companies whose market capitalizations are generally in the highest 90% of total market capitalization or companies whose market capitalizations are larger than the 1,000th largest U.S. company, whichever results in the higher market capitalization break. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. Under the Advisors market capitalization guidelines described above, as of December 31, 2016, the market capitalization of a large cap company was $[ ] million or above. This dollar amount will change due to market conditions.
The U.S. Large Cap Value Series and the U.S. Large Cap Value Portfolio each may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Large Cap Value Series may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Large Cap Value Series that owns them, and, in turn, the U.S. Large Cap Value Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
16
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Large Cap Value Series and U.S. Large Cap Value Portfolio use derivatives, the U.S. Large Cap Value Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Large Cap Value Series may lose money and there may be a delay in recovering the loaned securities. The U.S. Large Cap Value Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Large Cap Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Large Cap Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Large Cap Value Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Large Cap Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
17
U.S. Large Cap Value Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[23.58% (4/096/09)] |
[-27.86% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Large Cap Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 1000
®
Value Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Large Cap Value Portfolio and the U.S. Large Cap Value Series. The following individuals are responsible for coordinating the day to day management of the U.S. Large Cap Value Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Lukas J. Smart, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2010. |
18
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Large Cap Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Large Cap Value Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Large Cap Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
19
The investment objective of the U.S. Small Cap Value Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Small Cap Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.50% | |||
Other Expenses | [ ]% | |||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Small Cap Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Small Cap Value Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Small Cap Value Portfolios performance. During the most recent fiscal year, the U.S. Small Cap Value Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
U.S. Small Cap Value Portfolio, using a market capitalization weighted approach, purchases a broad and diverse group of the readily marketable securities of U.S. small cap companies that Dimensional Fund Advisors LP (the Advisor) determines to be value stocks. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. small cap company, the greater its representation in the Portfolio. The Advisor may adjust the representation in the U.S. Small Cap Value Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. Securities are considered value stocks primarily because
20
a companys shares have a high book value in relation to their market value. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the U.S. Small Cap Value Portfolio will invest at least 80% of its net assets in securities of small cap U.S. companies. As of the date of this Prospectus, for purposes of the U.S. Small Cap Value Portfolio, the Advisor considers small cap companies to be companies whose market capitalizations are generally in the lowest 10% of total market capitalization or companies whose market capitalizations are smaller than the 1,000th largest U.S. company, whichever results in the higher market capitalization break. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. Under the Advisors market capitalization guidelines described above, as of December 31, 2016, the market capitalization of a small cap company was $[ ] million or below. This dollar amount will change due to market conditions.
The U.S. Small Cap Value Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Small Cap Value Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Small Cap Value Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Small Cap Value Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Small Cap Value Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Small Cap Value Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Small Cap Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an
21
unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Small Cap Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Small Cap Value Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Small Cap Value Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Small Cap Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
U.S. Small Cap Value Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[26.83% (7/099/09)] |
[-28.70% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Small Cap Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2000
®
Value Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
22
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Small Cap Value Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Small Cap Value Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Joel P. Schneider, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2013. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Small Cap Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Small Cap Value Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Small Cap Value Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Small Cap Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
23
The investment objective of the U.S. Targeted Value Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Targeted Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.35% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Targeted Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Targeted Value Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Targeted Value Portfolios performance. During the most recent fiscal year, the U.S. Targeted Value Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Targeted Value Portfolio, using a market capitalization weighted approach, purchases a broad and diverse group of the readily marketable securities of U.S. small and mid cap companies that Dimensional Fund Advisors LP (the Advisor) determines to be value stocks. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the eligible company, the greater its representation in the Portfolio. The Advisor may adjust the representation in the U.S. Targeted Value Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. Securities are considered value stocks primarily because
24
a companys shares have a high book value in relation to their market value. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the U.S. Targeted Value Portfolio will invest at least 80% of its net assets in securities of U.S. companies. As of the date of this Prospectus, the Advisor considers for investment companies whose market capitalizations are generally smaller than the 500th largest U.S. company. As of December 31, 2016, companies smaller than the 500th largest U.S. company fall in the lowest [ ]% of total U.S. market capitalization. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. As of December 31, 2016, the market capitalization of a company smaller than the 500th largest U.S. company was approximately $ [ ] million or below. This dollar amount will change due to market conditions.
The U.S. Targeted Value Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Targeted Value Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Targeted Value Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Targeted Value Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Targeted Value Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Targeted Value Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Targeted Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
25
The bar chart and table immediately following illustrate the variability of the U.S. Targeted Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Targeted Value Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Targeted Value Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Targeted Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
U.S. Targeted Value Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[24.49% (7/099/09)] |
[-27.48% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Targeted Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2000
®
Value Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
26
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Targeted Value Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Targeted Value Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Joel P. Schneider, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2013. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Targeted Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Targeted Value Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Targeted Value Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Targeted Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
27
The investment objective of the U.S. Core Equity 1 Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Core Equity 1 Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.17% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Core Equity 1 Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Core Equity 1 Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Core Equity 1 Portfolios performance. During the most recent fiscal year, the U.S. Core Equity 1 Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Core Equity 1 Portfolio purchases a broad and diverse group of securities of U.S. companies with a greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe. Dimensional Fund Advisors LP (the Advisor) generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. The Portfolios increased exposure to small and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe, which would result in a greater weight allocation to small
28
capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value.
As a non-fundamental policy, under normal circumstances, U.S. Core Equity 1 Portfolio will invest at least 80% of its net assets in equity securities of U.S. companies. The percentage allocation of the assets of the U.S. Core Equity 1 Portfolio to securities of the largest U.S. growth companies as defined above will generally be reduced from between 2.5% and 25% of their percentage weight in the U.S. Universe. For example, as of December 31, 2016, securities of the largest U.S. growth companies comprised [ ]% of the U.S. Universe and the Advisor allocated approximately [ ]% of the U.S. Core Equity 1 Portfolio to securities of the largest U.S. growth companies. The percentage by which the U.S. Core Equity 1 Portfolios allocation to securities of the largest U.S. growth companies is reduced will change due to market movements. The Advisor may also adjust the representation in the U.S. Core Equity 1 Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The U.S. Core Equity 1 Portfolio also may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Core Equity 1 Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Core Equity 1 Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Core Equity 1 Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Core Equity 1 Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Core Equity 1 Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Core Equity 1 Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those
29
technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Core Equity 1 Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Core Equity 1 Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Core Equity 1 Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Core Equity 1 Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
U.S. Core Equity 1 Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[17.92% (4/096/09)] |
[-23.48% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Core Equity 1 Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 3000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
30
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Core Equity 1 Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Core Equity 1 Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Core Equity 1 Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Core Equity 1 Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Core Equity 1 Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Core Equity 1 Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
31
The investment objective of the U.S. Core Equity 2 Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Core Equity 2 Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.20% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Core Equity 2 Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Core Equity 2 Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Core Equity 2 Portfolios performance. During the most recent fiscal year, the U.S. Core Equity 2 Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Core Equity 2 Portfolio purchases a broad and diverse group of securities of U.S. companies with a greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe. Dimensional Fund Advisors LP (the Advisor) generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. The Portfolios increased exposure to small and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe, which would result in a greater weight allocation to small
32
capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value.
As a non-fundamental policy, under normal circumstances, U.S. Core Equity 2 Portfolio will invest at least 80% of its net assets in equity securities of U.S. companies. The percentage allocation of the assets of the U.S. Core Equity 2 Portfolio to securities of the largest U.S. growth companies as defined above will generally be reduced from between 5% and 35% of their percentage weight in the U.S. Universe. For example, as of December 31, 2016, securities of the largest U.S. growth companies comprised [ ]% of the U.S. Universe and the Advisor allocated approximately [ ]% of the U.S. Core Equity 2 Portfolio to securities of the largest U.S. growth companies. The percentage by which the U.S. Core Equity 2 Portfolios allocation to securities of the largest U.S. growth companies is reduced will change due to market movements. The Advisor may also adjust the representation in the U.S. Core Equity 2 Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The U.S. Core Equity 2 Portfolio also may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Core Equity 2 Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Core Equity 2 Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Core Equity 2 Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Core Equity 2 Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Core Equity 2 Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Core Equity 2 Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those
33
technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Core Equity 2 Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Core Equity 2 Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Core Equity 2 Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Core Equity 2 Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
U.S. Core Equity 2 Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[19.26% (4/096/09)] |
[-24.17% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Core Equity 2 Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 3000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
34
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Core Equity 2 Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Core Equity 2 Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Core Equity 2 Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Core Equity 2 Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Core Equity 2 Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Core Equity 2 Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
35
The investment objective of the U.S. Vector Equity Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Vector Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.30% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Vector Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Vector Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Vector Equity Portfolios performance. During the most recent fiscal year, the U.S. Vector Equity Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Vector Equity Portfolio purchases a broad and diverse group of securities of U.S. operating companies with a greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe. Dimensional Fund Advisors LP (the Advisor) generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. The Portfolios increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe or by avoiding purchases in that segment of the market, either of which would result in a greater weight allocation to small capitalization and value companies. An equity
36
issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value.
As a non-fundamental policy, under normal circumstances, the U.S. Vector Equity Portfolio will invest at least 80% of its net assets in equity securities of U.S. companies. The percentage allocation of the assets of the U.S. Vector Equity Portfolio to securities of the largest U.S. growth companies as defined above will generally be reduced from between 5% and 50% of their percentage weight in the U.S. Universe. For example, as of December 31, 2016, securities of the largest U.S. growth companies comprised [ ]% of the U.S. Universe and the Advisor allocated approximately [ ]% of the U.S. Vector Equity Portfolio to securities of the largest U.S. growth companies. The percentage by which the Portfolios allocation to securities of the largest U.S. growth companies is reduced will change due to market movements and other factors. The Advisor may also adjust the representation in the U.S. Vector Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The U.S. Vector Equity Portfolio also may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Vector Equity Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Vector Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Vector Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Vector Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Vector Equity Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Vector Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those
37
technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Vector Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Vector Equity Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Vector Equity Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Vector Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
U.S. Vector Equity Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[21.41% (7/099/09)] |
[-26.14% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Vector Equity Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 3000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
38
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Vector Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Vector Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Vector Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Vector Equity Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Vector Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Vector Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
39
The investment objective of the U.S. Small Cap Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Small Cap Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.35% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Small Cap Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Small Cap Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Small Cap Portfolios performance. During the most recent fiscal year, the U.S. Small Cap Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Small Cap Portfolio, using a market capitalization weighted approach, purchases a broad and diverse group of readily marketable securities of U.S. small cap companies. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. small cap company, the greater its representation in the Portfolio. Dimensional Fund Advisors LP (the Advisor) may adjust the representation in the U.S. Small Cap Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
40
As a non-fundamental policy, under normal circumstances, the U.S. Small Cap Portfolio will invest at least 80% of its net assets in securities of small cap U.S. companies. As of the date of this Prospectus, for purposes of the U.S. Small Cap Portfolio, the Advisor considers small cap companies to be companies whose market capitalizations are generally in the lowest 10% of total market capitalization or companies whose market capitalizations are smaller than the 1,000th largest U.S. company, whichever results in the higher market capitalization break. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. Under the Advisors market capitalization guidelines described above, as of December 31, 2016, the market capitalization of a small cap company was $[ ] million or below. This dollar amount will change due to market conditions.
The U.S. Small Cap Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Small Cap Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Small Cap Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Small Cap Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Small Cap Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Small Cap Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Small Cap Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
41
The bar chart and table immediately following illustrate the variability of the U.S. Small Cap Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Small Cap Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Small Cap Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Small Cap Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
U.S. Small Cap Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[25.94% (4/096/09)] |
[-26.85% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Small Cap Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
42
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Small Cap Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Small Cap Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Small Cap Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Small Cap Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Small Cap Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Small Cap Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
43
The investment objective of the U.S. Micro Cap Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Micro Cap Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.50% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Micro Cap Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Micro Cap Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Micro Cap Portfolios performance. During the most recent fiscal year, the U.S. Micro Cap Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Micro Cap Portfolio, using a market capitalization weighted approach, purchases a broad and diverse group of the securities of U.S. micro cap companies. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. micro cap company, the greater its representation in the Portfolio. Dimensional Fund Advisors LP (the Advisor) may adjust the representation in the U.S. Micro Cap Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
44
As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in securities of U.S. micro cap companies. As of the date of this Prospectus, for the purposes of the U.S. Micro Cap Portfolio, the Advisor 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 1,500th largest U.S. company, whichever results in the higher market capitalization break. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. Under the Advisors market capitalization guidelines described above, as of December 31, 2016, the market capitalization of a micro cap company was $[ ] million or below. This dollar amount will change due to market conditions. When implementing its strategy, the U.S. Micro Cap Portfolio will, as of the date of this Prospectus, generally purchase securities of companies that are in the lowest [ ]% of total market capitalization but may also purchase securities of companies above this range that are considered micro cap companies under the Advisors market capitalization guidelines.
The U.S. Micro Cap Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The U.S. Micro Cap Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Micro Cap Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Micro Cap Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Micro Cap Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Micro Cap Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Micro Cap Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
45
The bar chart and table immediately following illustrate the variability of the U.S. Micro Cap Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Micro Cap Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Micro Cap Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Micro Cap Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
U.S. Micro Cap Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[24.76% (4/096/09)] |
[-26.98% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
U.S. Micro Cap Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
46
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Micro Cap Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Micro Cap Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Joel P. Schneider, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2013. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Micro Cap Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Micro Cap Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Micro Cap Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Micro Cap Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
47
The investment objective of the DFA Real Estate Securities Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the DFA Real Estate Securities Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.17% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement* | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Advisor has agreed to waive certain fees and in certain instances, assume certain expenses of the DFA Real Estate Securities Portfolio. The Fee Waiver and Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed up to thirty-six months after such fee waiver and/or expense assumption. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the DFA Real Estate Securities Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. The costs for the Portfolio reflect the net expenses of the Portfolio that result from the contractual expense waiver and assumption in the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The DFA Real Estate Securities Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the DFA Real Estate Securities Portfolios performance. During the most recent fiscal year, the DFA Real Estate Securities Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
48
Principal Investment Strategies
The DFA Real Estate Securities Portfolio, using a free float-adjusted market capitalization weighted approach, purchases readily marketable equity securities of companies whose principal activities include ownership, management, development, construction, or sale of residential, commercial or industrial real estate. The Portfolio will principally invest in equity securities of companies in certain real estate investment trusts and companies engaged in residential construction and firms, except partnerships, whose principal business is to develop commercial property. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. real estate company, the greater its representation in the Portfolio. Dimensional Fund Advisors LP (the Advisor) may adjust the representation in the DFA Real Estate Securities Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The DFA Real Estate Securities Portfolio will purchase shares of real estate investment trusts (REITs).
As a non-fundamental policy, under normal circumstances, at least 80% of the DFA Real Estate Securities Portfolios net assets will be invested in securities of companies in the real estate industry. The DFA Real Estate Securities Portfolio 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 development, ownership, construction, management, or sale of residential, commercial, industrial, or other real estate; (ii) has at least 50% of the value of its assets invested in residential, commercial, industrial, or other real estate; or (iii) is organized as a REIT or REIT-like entity. REIT and 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 DFA Real Estate Securities Portfolio will make equity investments in securities listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor.
The DFA Real Estate Securities Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The DFA Real Estate Securities Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the DFA Real Estate Securities Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Risks of Concentrating in the Real Estate Industry: The DFA Real Estate Securities Portfolio is concentrated in the real estate industry. The exclusive focus by DFA Real Estate Securities Portfolio on the real estate industry will cause the Portfolio to be exposed to the general risks of direct real estate ownership. The value of securities in the real estate industry can be affected by changes in real estate values and rental income, property taxes, and tax and regulatory requirements. Also, the value of securities in the real estate industry may decline with changes in interest rates. 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 and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for 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. The performance of DFA Real Estate Securities Portfolio may be materially different from the broad equity market.
49
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the DFA Real Estate Securities Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the DFA Real Estate Securities Portfolio may lose money and there may be a delay in recovering the loaned securities. The DFA Real Estate Securities Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The DFA Real Estate Securities Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the DFA Real Estate Securities Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the DFA Real Estate Securities Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The DFA Real Estate Securities Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the DFA Real Estate Securities Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
50
DFA Real Estate Securities Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[33.83% (7/099/09)] |
[-38.39% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
DFA Real Estate Securities Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
S&P 500
®
Index
(1)
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % | ||||||
Dow Jones U.S. Select REIT Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
(1) | Copyright © 2010 Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the DFA Real Estate Securities Portfolio. The following individuals are responsible for coordinating the day to day management of the DFA Real Estate Securities Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
51
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the DFA Real Estate Securities Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the DFA Real Estate Securities Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The DFA Real Estate Securities Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the DFA Real Estate Securities Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
52
The investment objective of the Large Cap International Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Large Cap International Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.20% | ||||
Other Expenses | 0.03% | ||||
Total Annual Fund Operating Expenses | 0.23% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.25% to 0.20% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Large Cap International Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | 24 | $ | 74 | $ | 130 | $ | 293 |
PORTFOLIO TURNOVER
The Large Cap International Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Large Cap International Portfolios performance. During the most recent fiscal year, the Large Cap International Portfolios portfolio turnover rate was 10% of the average value of its investment portfolio.
Principal Investment Strategies
The Large Cap International Portfolio purchases securities of large non-U.S. companies in each country or region designated by Dimensional Fund Advisors LP (the Advisor) as an approved market for investment. The Advisor may consider a companys size, value, and/or profitability relative to other eligible companies when making investment decisions for the Large Cap International Portfolio. In assessing value, the Advisor may consider factors such as a companys book value in relation to its market value, as well as price to cash flow or price to earnings ratios. In assessing profitability, the Advisor may consider factors such as that of earnings or profits from
53
operations relative to book value or assets. The criteria the Advisor uses for assessing value or profitability are subject to change from time to time. The Advisor may also adjust the representation in the Large Cap International Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. The Advisor will seek to set country weights based on the relative adjusted market capitalizations of eligible large companies within each country.
The Large Cap International Portfolio intends to purchase securities of large non-U.S. companies associated with developed market countries that the Advisor has designated as approved markets. As a non-fundamental policy, under normal circumstances, the Large Cap International Portfolio will invest at least 80% of its net assets in securities of large cap companies in the particular markets in which the Portfolio invests. The Advisor determines the minimum market capitalization of a large company with respect to each country or region in which the Portfolio invests. As of December 31, 2016, for the Large Cap International Portfolio, the lowest minimum market capitalization of a large company in any country or region in which the Large Cap International Portfolio invests was $[ ] million. This threshold will change due to market conditions.
The Large Cap International Portfolio may gain exposure to companies in an approved market by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Portfolio also may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Large Cap International Portfolio may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Large Cap International Portfolio does not hedge foreign currency risk.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Large Cap International Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Large Cap International Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Large Cap International Portfolio may lose money and there may be a delay in recovering the loaned securities. The Large Cap International Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
54
Cyber Security Risk: The Large Cap International Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Large Cap International Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Large Cap International Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Large Cap International Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Large Cap International Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Large Cap International Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[25.17% (4/096/09)] |
[-20.63% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Large Cap International Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
55
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Large Cap International Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the Large Cap International Portfolio. The following individuals are responsible for coordinating the day to day management of the Large Cap International Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Mary T. Phillips, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2014. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Large Cap International Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Large Cap International Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Large Cap International Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Large Cap International Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
56
The investment objective of the DFA International Value Portfolio is to achieve long-term capital appreciation. The DFA International Value Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The DFA International Value Series (the DFA International Value Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the DFA International Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.60% | |||
Other Expenses | [ ]% | |||
Total Annual Fund Operating Expenses | [ ]% | |||
Fee Waiver and/or Expense Reimbursement | 0.20% | |||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the DFA International Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
The Example reflects the aggregate estimated annual operating expenses of the DFA International Value Portfolio and the DFA International Value Portfolios portion of the expenses of the DFA International Value Series.
57
PORTFOLIO TURNOVER
The DFA International Value Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the DFA International Value Portfolios performance. During the most recent fiscal year, the DFA International Value Series portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The DFA International Value Portfolio invests substantially all of its assets in the DFA International Value Series. The DFA International Value Series, using a market capitalization weighted approach, purchases securities of large non-U.S. companies in countries with developed markets that Dimensional Fund Advisors LP (the Advisor) determines to be value stocks. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a large company within an eligible country, the greater its representation in the Series. The Advisor may adjust the representation in the Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The DFA International Value Series intends to purchase securities of large companies associated with developed market countries that the Advisor has designated as approved markets. The Advisor determines the minimum market capitalization of a large company with respect to each country or region in which the Series invests. As of December 31, 2016, for the DFA International Value Series, the lowest minimum market capitalization of a large company in any country or region in which the DFA International Value Series invests was $[ ] million. This threshold will change due to market conditions.
The DFA International Value Series may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The DFA International Value Series and the DFA International Value Portfolio each may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The DFA International Value Series may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The DFA International Value Series does not hedge foreign currency risk.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the DFA International Value Series that owns them, and, in turn, the DFA International Value Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
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Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the DFA International Value Series and the DFA International Value Portfolio use derivatives, the DFA International Value Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the DFA International Value Series may lose money and there may be a delay in recovering the loaned securities. The DFA International Value Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The DFA International Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the DFA International Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The DFA International Value Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the DFA International Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
59
DFA International Value Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[33.93% (4/096/09)] |
[-24.43% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
DFA International Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the DFA International Value Portfolio and the DFA International Value Series. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the DFA International Value Series. The following individuals are responsible for coordinating the day to day management of the DFA International Value Portfolio and the DFA International Value Series:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Mary T. Phillips, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2014. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
60
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the DFA International Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the DFA International Value Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The DFA International Value Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the DFA International Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
61
The investment objective of the International Core Equity Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the International Core Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.27% | ||||
Other Expenses | 0.03% | ||||
Total Annual Fund Operating Expenses | 0.30% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.35% to 0.27% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the International Core Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | 31 | $ | 97 | $ | 169 | $ | 381 |
PORTFOLIO TURNOVER
The International Core Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the International Core Equity Portfolios performance. During the most recent fiscal year, the International Core Equity Portfolios portfolio turnover rate was 2% of the average value of its investment portfolio.
Principal Investment Strategies
The International Core Equity Portfolio purchases a broad and diverse group of securities of non-U.S. companies in developed markets with a greater emphasis on small capitalization and value companies as compared to their representation in the International Universe. For purposes of this Portfolio, Dimensional Fund Advisors LP (the Advisor) defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets that have been authorized as approved markets for investment by the Advisors Investment Committee. The Portfolios increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the International Core Equity Portfolios assets to the largest growth companies
62
relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value.
The International Core Equity Portfolio intends to purchase securities of companies associated with developed market countries that the Advisor has designated as approved markets. As a non-fundamental policy, under normal circumstances, the International Core Equity Portfolio will invest at least 80% of its net assets in equity securities. The Advisor determines company size on a country or region specific basis and based primarily on market capitalization. The percentage allocation of the assets of the International Core Equity Portfolio to securities of the largest growth companies as defined above will generally be reduced from between 5% and 35% of their percentage weight in the International Universe. As of December 31, 2016, securities of the largest growth companies in the International Universe comprised approximately [ ]% of the International Universe and the Advisor allocated approximately [ ]% of the International Core Equity Portfolio to securities of the largest growth companies in the International Universe. The percentage by which the Portfolios allocation to securities of the largest growth companies is reduced will change due to market movements and other factors. The Advisor may also adjust the representation in the International Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The International Core Equity Portfolio may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The International Core Equity Portfolio also may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The International Core Equity Portfolio may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The International Core Equity Portfolio does not hedge foreign currency risk.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the International Core Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may
63
be considered more speculative than other types of investments. When the International Core Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the International Core Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The International Core Equity Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The International Core Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the International Core Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the International Core Equity Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The International Core Equity Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the International Core Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
International Core Equity Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[31.34% (4/096/09)] |
[-22.25% (10/0812/08)] |
64
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
International Core Equity Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the International Core Equity Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the International Core Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the International Core Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the International Core Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the International Core Equity Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The International Core Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the International Core Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
65
The investment objective of the International Small Company Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the International Small Company Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.40% | ||||
Other Expenses | [ ]% | ||||
Acquired Fund Fees and Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the International Small Company Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The International Small Company Portfolio does not pay transaction costs when buying and selling shares of other mutual funds (the Underlying Funds); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolio. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the International Small Company Portfolios performance. During the most recent fiscal year, the International Small Company Portfolios portfolio turnover rate was [ ]% based on the weighted average portfolio turnover ratios of each of the Portfolios underlying investments.
Principal Investment Strategies
The International Small Company Portfolio is a fund of funds, which means the Portfolio generally allocates its assets among other funds managed by Dimensional Fund Advisors LP (the Advisor) (the Underlying Funds), although it has the ability to invest directly in securities and derivatives. The International Small Company
66
Portfolio seeks to achieve its investment objective of providing investors with access to securities portfolios consisting of a broad range of equity securities of primarily small Canadian, Japanese, United Kingdom, European and Asia Pacific companies. The International Small Company Portfolio also may have some exposure to small cap equity securities associated with other countries or regions. The International Small Company Portfolio pursues its investment objective by investing substantially all of its assets in the following Underlying Funds: The Canadian Small Company Series, The Japanese Small Company Series, The Asia Pacific Small Company Series, The United Kingdom Small Company Series and The Continental Small Company Series of The DFA Investment Trust Company. Periodically, the Advisor will review the allocations for the International Small Company Portfolio in each Underlying Fund and may adjust allocations to the Underlying Funds or may add or remove Underlying Funds in the Portfolio without notice to shareholders. Each Underlying Fund invests in small companies using a market capitalization weighted approach in each country or region designated by the Advisor as an approved market for investment. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a small company within an eligible country, the greater its representation in the Underlying Fund. The Advisor may adjust the representation in the Underlying Funds of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the International Small Company Portfolio, through its investments in the Underlying Funds, will invest at least 80% of its net assets in securities of small companies. The International Small Company 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. Investments in money market funds may involve a duplication of certain fees and expenses.
Each Underlying Fund may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The International Small Company Portfolio and each Underlying Fund may use derivatives, such as futures contracts and options on futures contracts for equity securities and indices of its approved markets or other equity market securities or indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio or Underlying Fund. The International Small Company Portfolio and Underlying Funds do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Underlying Funds may lend their portfolio securities to generate additional income.
Fund of Funds Risk: The investment performance of the International Small Company Portfolio is affected by the investment performance of the Underlying Funds in which the International Small Company Portfolio invests. The ability of the International Small Company Portfolio to achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the Advisors decisions regarding the allocation of the Portfolios assets among the Underlying Funds. There can be no assurance that the investment objective of the International Small Company Portfolio or any Underlying Fund will be achieved. When the Portfolio invests in Underlying Funds, investors are exposed to a proportionate share of the expenses of those Underlying Funds in addition to the expenses of the Portfolio. Through its investments in the Underlying Funds, the International Small Company Portfolio is subject to the risks of the Underlying Funds investments. The risks of the International Small Company Portfolios and Underlying Funds investments are described below.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Underlying Funds do not hedge foreign currency risk.
67
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Underlying Funds that own them, and, in turn, the International Small Company Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the International Small Company Portfolio or an Underlying Fund uses derivatives, the Portfolio or Underlying Fund will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio or Underlying Fund could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Underlying Funds may lose money and there may be a delay in recovering the loaned securities. The Underlying Funds could also lose money if they do not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The International Small Company Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the International Small Company Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in International Small Company Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The International Small Company Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the International Small Company Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
68
International Small Company Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[31.49% (4/096/09)] |
[-22.43% (7/089/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
International Small Company Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI World ex USA Small Cap Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the International Small Company Portfolio and Underlying Funds. The following individuals are responsible for coordinating the day to day management of the International Small Company Portfolio and Underlying Funds:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Arun C. Keswani, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2013. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
69
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the International Small Company Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the International Small Company Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The International Small Company Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the International Small Company Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
70
The investment objective of the Japanese Small Company Portfolio is to achieve long-term capital appreciation. The Japanese Small Company Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The Japanese Small Company Series (the Japanese Small Company Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Japanese Small Company Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.60% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement | 0.10% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Japanese Small Company Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
The Example reflects the aggregate estimated annual operating expenses of the Japanese Small Company Portfolio and the Japanese Small Company Portfolios portion of the expenses of the Japanese Small Company Series.
71
PORTFOLIO TURNOVER
The Japanese Small Company Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Japanese Small Company Portfolios performance. During the most recent fiscal year, the Japanese Small Company Series portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The Japanese Small Company Portfolio pursues its investment objective by investing substantially all of its assets in the Japanese Small Company Series. The Japanese Small Company Series, using a market capitalization weighted approach, purchases a broad and diverse group of readily marketable securities of small companies associated with Japan. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a Japanese small company, the greater its representation in the Series. Dimensional Fund Advisors LP (the Advisor) may adjust the representation in the Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Japanese Small Company Series will invest at least 80% of its net assets in securities of Japanese small companies. The Advisor first ranks eligible companies by market capitalization. The Advisor then determines the universe of eligible securities by defining the maximum market capitalization of a small company in Japan. As of December 31, 2016, the Advisor considered Japanese small companies to be those companies with a market capitalization below $[ ] million. This dollar amount will change due to market conditions.
The Japanese Small Company Series may gain exposure to companies associated with Japan by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Japanese Small Company Series and the Japanese Small Company Portfolio each may use derivatives, such as futures contracts and options on futures contracts for Japanese equity securities and indices or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Japanese Small Company Series may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Japanese Small Company Series does not hedge foreign currency risk.
Japan Market Risk: Because the Japanese Small Company Series concentrates investments in Japan, the Japanese Small Company Portfolios performance is expected to be closely tied to the social, political and economic conditions within Japan and to be more volatile than the performance of funds with more geographically diverse investments.
72
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Japanese Small Company Series that owns them, and, in turn, the Japanese Small Company Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Japanese Small Company Series and the Japanese Small Company Portfolio use derivatives, the Japanese Small Company Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Japanese Small Company Series may lose money and there may be a delay in recovering the loaned securities. The Japanese Small Company Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Japanese Small Company Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Japanese Small Company Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in Japanese Small Company Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Japanese Small Company Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Japanese Small Company Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
73
Japanese Small Company Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[24.48% (4/096/09)] |
[-15.28% (1/093/09)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Japanese Small Company Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI Japan Small Cap Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Japanese Small Company Portfolio and Japanese Small Company Series. DFA Australia Limited serves as the sub-advisor for the Japanese Small Company Series. The following individuals are responsible for coordinating the day to day management of the Japanese Small Company Portfolio and Japanese Small Company Series:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Arun C. Keswani, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2013. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
74
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Japanese Small Company Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Japanese Small Company Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Japanese Small Company Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Japanese Small Company Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
75
The investment objective of the Asia Pacific Small Company Portfolio is to achieve long-term capital appreciation. The Asia Pacific Small Company Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The Asia Pacific Small Company Series (the Asia Pacific Small Company Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Asia Pacific Small Company Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.60% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement | 0.10% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Asia Pacific Small Company Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
The Example reflects the aggregate estimated annual operating expenses of the Asia Pacific Small Company Portfolio and the Asia Pacific Small Company Portfolios portion of the expenses of the Asia Pacific Small Company Series.
76
PORTFOLIO TURNOVER
The Asia Pacific Small Company Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Asia Pacific Small Company Portfolios performance. During the most recent fiscal year, the Asia Pacific Small Company Series portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The Asia Pacific Small Company Portfolio pursues its investment objective by investing substantially all of its assets in the Asia Pacific Small Company Series. The Asia Pacific Small Company Series, using a market capitalization weighted approach, purchases a broad and diverse group of readily marketable securities of small companies associated with Australia, New Zealand and Pacific Rim Asian countries designated by Dimensional Fund Advisors LP (the Advisor) as approved markets for investment. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a small company within an eligible country, the greater its representation in the Series. The Advisor may adjust the representation in the Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Asia Pacific Small Company 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 Advisor determines the maximum market capitalization of a small company with respect to each country in which the Series invests. As of December 31, 2016, for the Asia Pacific Small Company Series, the highest maximum market capitalization of a small company in any country in which the Asia Pacific Small Company Series invests was $[ ] million. This threshold will change due to market conditions.
The Asia Pacific Small Company Series may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Asia Pacific Small Company Series and the Asia Pacific Small Company Portfolio each may use derivatives, such as futures contracts and options on futures contracts for Asia Pacific equity securities and indices or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Asia Pacific Small Company Series may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Asia Pacific Small Company Series does not hedge foreign currency risk.
Asia Pacific Market Risk: Because the Asia Pacific Small Company Series concentrates investments in Asia Pacific countries, the Asia Pacific Small Company Portfolios performance is expected to be closely tied to the social, political and economic conditions within such Asia Pacific countries and to be more volatile than the performance of funds with more geographically diverse investments.
77
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Asia Pacific Small Company Series that owns them, and, in turn, the Asia Pacific Small Company Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Asia Pacific Small Company Series and the Asia Pacific Small Company Portfolio use derivatives, the Asia Pacific Small Company Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Asia Pacific Small Company Series may lose money and there may be a delay in recovering the loaned securities. The Asia Pacific Small Company Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Asia Pacific Small Company Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Asia Pacific Small Company Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in Asia Pacific Small Company Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Asia Pacific Small Company Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Asia Pacific Small Company Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
78
Asia Pacific Small Company Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[45.62% (4/096/09)] |
[-33.12% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Asia Pacific Small Company Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI Pacific ex Japan Small Cap Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Asia Pacific Small Company Portfolio and Asia Pacific Small Company Series. DFA Australia Limited serves as the sub-advisor for the Asia Pacific Small Company Series. The following individuals are responsible for coordinating the day to day management of the Asia Pacific Small Company Portfolio and Asia Pacific Small Company Series:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Arun C. Keswani, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2013. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
79
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Asia Pacific Small Company Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Asia Pacific Small Company Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Asia Pacific Small Company Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Asia Pacific Small Company Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
80
The investment objective of the United Kingdom Small Company Portfolio is to achieve long-term capital appreciation. The United Kingdom Small Company Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The United Kingdom Small Company Series (the United Kingdom Small Company Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the United Kingdom Small Company Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.60% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement** | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
** | The Advisor has further agreed to waive certain fees and in certain instances, assume certain expenses of the United Kingdom Small Company Portfolio. This portion of the Fee Waiver and Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date (the Temporary Fee Waiver). Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed up to thirty-six months after such fee waiver and/or expense assumption. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the United Kingdom Small Company Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. The costs for the Portfolio reflect the net expenses of the Portfolio that result from the Temporary Fee Waiver in the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
81
The Example reflects the aggregate estimated annual operating expenses of the United Kingdom Small Company Portfolio and the United Kingdom Small Company Portfolios portion of the expenses of the United Kingdom Small Company Series.
PORTFOLIO TURNOVER
The United Kingdom Small Company Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the United Kingdom Small Company Portfolios performance. During the most recent fiscal year, the United Kingdom Small Company Series portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The United Kingdom Small Company Portfolio pursues its investment objective by investing substantially all of its assets in the United Kingdom Small Company Series. The United Kingdom Small Company Series, using a market capitalization weighted approach, purchases a broad and diverse group of readily marketable securities of small companies associated with the United Kingdom. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a United Kingdom small company, the greater its representation in the Series. Dimensional Fund Advisors LP (the Advisor) may adjust the representation in the Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the United Kingdom Small Company Series will invest at least 80% of its net assets in securities of United Kingdom small companies. As of December 31, 2016, the Advisor considered United Kingdom small companies to be those companies with a market capitalization below $[ ] million. This dollar amount will change due to market conditions.
The United Kingdom Small Company Series may gain exposure to companies associated with the United Kingdom by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The United Kingdom Small Company Series and the United Kingdom Small Company Portfolio each may use derivatives, such as futures contracts and options on futures contracts for United Kingdom equity securities and indices or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The United Kingdom Small Company Series may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The United Kingdom Small Company Series does not hedge foreign currency risk.
82
United Kingdom Market Risk: Because the United Kingdom Small Company Series concentrates investments in the United Kingdom, the United Kingdom Small Company Portfolios performance is expected to be closely tied to the social, political and economic conditions within the United Kingdom and to be more volatile than the performance of funds with more geographically diverse investments.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the United Kingdom Small Company Series that owns them, and, in turn, the United Kingdom Small Company Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the United Kingdom Small Company Series and the United Kingdom Small Company Portfolio use derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the United Kingdom Small Company Series may lose money and there may be a delay in recovering the loaned securities. The United Kingdom Small Company Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The United Kingdom Small Company Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the United Kingdom Small Company Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in United Kingdom Small Company Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The United Kingdom Small Company Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the United Kingdom Small Company Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
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United Kingdom Small Company Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[33.83% (4/096/09)] |
[-33.64% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
United Kingdom Small Company Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI UK Small Cap Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the United Kingdom Small Company Portfolio and United Kingdom Small Company Series. Dimensional Fund Advisors Ltd. serves as the sub-advisor for the United Kingdom Small Company Series. The following individuals are responsible for coordinating the day to day management of the United Kingdom Small Company Portfolio and United Kingdom Small Company Series:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Arun C. Keswani, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2013. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
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Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the United Kingdom Small Company Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the United Kingdom Small Company Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The United Kingdom Small Company Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the United Kingdom Small Company Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
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The investment objective of the Continental Small Company Portfolio is to achieve long-term capital appreciation. The Continental Small Company Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The Continental Small Company Series (the Continental Small Company Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Continental Small Company Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.60% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement | 0.10% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Continental Small Company Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
The Example reflects the aggregate estimated annual operating expenses of the Continental Small Company Portfolio and the Continental Small Company Portfolios portion of the expenses of the Continental Small Company Series.
86
PORTFOLIO TURNOVER
The Continental Small Company Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Continental Small Company Portfolios performance. During the most recent fiscal year, the Continental Small Company Series portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The Continental Small Company Portfolio pursues its investment objective by investing substantially all of its assets in the Continental Small Company Series. The Continental Small Company Series, using a market capitalization weighted approach, purchases a broad and diverse group of readily marketable securities of small companies associated with European countries designated by Dimensional Fund Advisors LP (the Advisor) as approved markets for investment. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a small company within an eligible country, the greater its representation in the Series. The Advisor may adjust the representation in the Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Continental Small Company Series will invest at least 80% of its net assets in securities of small companies located in continental Europe. The Advisor determines the maximum market capitalization of a small company with respect to each country or region in which the Series invests. As of December 31, 2016, for the Continental Small Company Series, the highest maximum market capitalization of a small company in any country or region in which the Continental Small Company Series invests was $[ ] million. This threshold will change due to market conditions. The Continental Small Company Series also may invest up to 20% of its net assets in small companies associated with non-European countries that the Advisor has identified as approved markets for investment.
The Continental Small Company Series may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Continental Small Company Series and the Continental Small Company Portfolio each may use derivatives, such as futures contracts and options on futures contracts for continental European equity securities and indices or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Continental Small Company Series may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Continental Small Company Series does not hedge foreign currency risk.
European Market Risk: Because the Continental Small Company Series concentrates investments in European countries, the Continental Small Company Portfolios performance is expected to be closely tied to the social, political and economic conditions within such European countries and to be more volatile than the performance of funds with more geographically diverse investments.
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Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Continental Small Company Series that owns them, and, in turn, the Continental Small Company Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Continental Small Company Series and the Continental Small Company Portfolio use derivatives, the Continental Small Company Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Continental Small Company Series may lose money and there may be a delay in recovering the loaned securities. The Continental Small Company Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Continental Small Company Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Continental Small Company Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in Continental Small Company Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Continental Small Company Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Continental Small Company Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
88
Continental Small Company Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[31.47% (4/096/09)] |
[-28.18% (7/119/11)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Continental Small Company Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI Europe ex UK Small Cap Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Continental Small Company Portfolio and Continental Small Company Series. Dimensional Fund Advisors Ltd. serves as the sub-advisor for the Continental Small Company Series. The following individuals are responsible for coordinating the day to day management of the Continental Small Company Portfolio and Continental Small Company Series:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Arun C. Keswani, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2013. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
89
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Continental Small Company Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Continental Small Company Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Continental Small Company Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Continental Small Company Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
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The investment objective of the DFA International Real Estate Securities Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the DFA International Real Estate Securities Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.25% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the DFA International Real Estate Securities Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The DFA International Real Estate Securities Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the DFA International Real Estate Securities Portfolios performance. During the most recent fiscal year, the DFA International Real Estate Securities Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The DFA International Real Estate Securities Portfolio, using a market capitalization weighted approach, purchases a broad and diverse set of securities of non-U.S. companies principally engaged in the real estate industry, including developed and emerging markets, with a particular focus on non-U.S. real estate investment trusts (REITs) and companies Dimensional Fund Advisors LP (the Advisor) considers to be REIT-like entities. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a real estate company within an eligible country, the greater its
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representation in the Portfolio. The Advisor may adjust the representation in the DFA International Real Estate Securities Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The Advisor also may limit or fix the Portfolios exposure to a particular country or issuer.
The Portfolio considers a company to be principally engaged in the real estate industry if the companys principal activities include ownership, management, development, construction, or sale of residential, commercial or industrial real estate. REIT and 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 DFA International Real Estate Securities Portfolio intends to purchase securities of companies associated with developed and emerging markets countries that the Advisor has designated as approved markets for investment. As a non-fundamental policy, under normal circumstances, at least 80% of the Portfolios net assets will be invested in securities of companies in the real estate industry. The DFA International Real Estate Securities Portfolio generally considers a company to be principally engaged in the real estate industry if the company (i) derives at least 50% of its revenue or profits from the ownership, management, development, construction, or sale of residential, commercial, industrial, or other real estate; (ii) has at least 50% of the value of its assets invested in residential, commercial, industrial, or other real estate; or (iii) is organized as a REIT or REIT-like entity. The Portfolio also may invest in stapled securities, where one or more of the underlying securities represents interests in a company or subsidiary in the real estate industry.
The DFA International Real Estate Securities Portfolio may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The DFA International Real Estate Securities Portfolio may use derivatives, such as futures contracts and options on futures contracts for equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The DFA International Real Estate Securities Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the DFA International Real Estate Securities Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The DFA International Real Estate Securities Portfolio does not hedge foreign currency risk.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Risks of Concentrating in the Real Estate Industry: The DFA International Real Estate Securities Portfolio is concentrated in the real estate industry. The exclusive focus by the DFA International Real Estate Securities
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Portfolio on the real estate industry will cause the Portfolio to be exposed to the general risks of direct real estate ownership. The value of securities in the real estate industry can be affected by changes in real estate values and rental income, property taxes, and tax and regulatory requirements. Also, the value of securities in the real estate industry may decline with changes in interest rates. 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 and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax free pass-through of income. Also, many foreign REIT-like entities are deemed for tax purposes as passive foreign investment companies (PFICs), which could result in the receipt of taxable dividends to shareholders at an unfavorable tax rate. 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. The performance of the DFA International Real Estate Securities Portfolio may be materially different from the broad equity market.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the DFA International Real Estate Securities Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the DFA International Real Estate Securities Portfolio may lose money and there may be a delay in recovering the loaned securities. The DFA International Real Estate Securities Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The DFA International Real Estate Securities Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the DFA International Real Estate Securities Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the DFA International Real Estate Securities Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The DFA International Real Estate Securities Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
93
The after-tax returns presented in the table for the DFA International Real Estate Securities Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
DFA International Real Estate Securities Portfolio Institutional Class SharesTotal Returns
January 2008-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[28.61% (7/099/09)] |
[-33.03% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 3/1/07
Inception |
||||||||||
DFA International Real Estate Securities Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
S&P Global ex US REIT Index
(1)
(net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
(1) | Copyright © 2010 Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the DFA International Real Estate Securities Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the DFA International Real Estate Securities Portfolio. The following individuals are responsible for coordinating the day to day management of the DFA International Real Estate Securities Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
94
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the DFA International Real Estate Securities Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the DFA International Real Estate Securities Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The DFA International Real Estate Securities Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the DFA International Real Estate Securities Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
95
The investment objective of the DFA Global Real Estate Securities Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the DFA Global Real Estate Securities Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.20% | ||||
Other Expenses | [ ]% | ||||
Acquired Fund Fees and Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement* | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Advisor has agreed to waive certain fees and in certain instances, assume certain expenses of the Portfolio. The Fee Waiver and Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed up to thirty-six months after such fee waiver and/or expense assumption. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the DFA Global Real Estate Securities Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. The costs for the Portfolio reflect the net expenses of the Portfolio that result from the contractual expense waiver and assumption in the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The DFA Global Real Estate Securities Portfolio does not pay transaction costs when buying and selling shares of the Underlying Funds; however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolio and the DFA Global Real Estate Securities Portfolio pays transaction costs when buying and selling securities directly. These costs, which are not
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reflected in Annual Fund Operating Expenses or in the Example, affect the DFA Global Real Estate Securities Portfolios performance. During the most recent fiscal year, the DFA Global Real Estate Securities Portfolios portfolio turnover rate was [ ]% of the average value of its direct investments portfolio.
Principal Investment Strategies
The DFA Global Real Estate Securities Portfolio seeks to achieve exposure to a broad portfolio of securities of U.S. and non-U.S. companies in the real estate industry, with a focus on real estate investment trusts (REITs) or companies that Dimensional Fund Advisors LP (the Advisor) considers to be REIT-like entities. The DFA Global Real Estate Securities Portfolio may pursue its investment objective by investing its assets in the DFA Real Estate Securities Portfolio, DFA International Real Estate Securities Portfolio (the Underlying Funds), and/or directly in securities of companies in the real estate industry. Periodically, the Advisor will review the allocations for the DFA Global Real Estate Securities Portfolio in each Underlying Fund and may adjust allocations to the Underlying Funds or may add or remove Underlying Funds in the Portfolio without notice to shareholders. The DFA Global Real Estate Securities Portfolio and Underlying Funds generally consider a company to be principally engaged in the real estate industry if the company (i) derives at least 50% of its revenue or profits from the ownership, management, development, construction, or sale of residential, commercial, industrial, or other real estate; (ii) has at least 50% of the value of its assets invested in residential, commercial, industrial, or other real estate; or (iii) is organized as a REIT or REIT-like entity. REIT and 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 DFA Global Real Estate Securities Portfolio and each Underlying Fund invest in companies principally engaged in the real estate industry in its designated market using a market capitalization weighted approach. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a real estate company within an eligible country, the greater its representation in the Portfolio and each Underlying Fund. The Advisor may adjust the representation in the DFA Global Real Estate Securities Portfolio or the Underlying Funds of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The Advisor also may limit or fix the Portfolios exposure to a particular country or issuer.
As a non-fundamental policy, under normal circumstances, at least 80% of the Portfolios net assets will be invested directly, or indirectly through its investment in the Underlying Funds, in securities of companies in the real estate industry. In addition to, or in place of, investments in the Underlying Funds, the Portfolio also is permitted to invest directly in the same types of securities of companies in the real estate industry that are eligible investments for the Underlying Funds. The DFA Global Real Estate Securities Portfolio and each Underlying Fund intend to purchase securities of companies associated with countries that the Advisor has identified as approved markets for investment for the Portfolio and Underlying Fund.
The DFA Global Real Estate Securities Portfolio and each Underlying Fund may use derivatives, such as futures contracts and options on futures contracts for equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio or Underlying Fund. The Portfolio and Underlying Funds do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The DFA Global Real Estate Securities Portfolio and the Underlying Funds may lend their portfolio securities to generate additional income.
Fund of Funds Risk: The investment performance of the DFA Global Real Estate Securities Portfolio is affected by the investment performance of the Underlying Funds in which the DFA Global Real Estate Securities Portfolio invests. The ability of the DFA Global Real Estate Securities Portfolio to achieve its investment objective depends
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on the ability of the Underlying Funds to meet their investment objectives and on the Advisors decisions regarding the allocation of the Portfolios assets among Underlying Funds. The Portfolio may allocate assets to an Underlying Fund or asset class that under performs other funds or asset classes. There can be no assurance that the investment objective of the DFA Global Real Estate Securities Portfolio or any Underlying Fund will be achieved. When the Portfolio invests in Underlying Funds, investors are exposed to a proportionate share of the expenses of those Underlying Funds in addition to the expenses of the Portfolio. Through its investments in the Underlying Funds, the DFA Global Real Estate Securities Portfolio is subject to the risks of the Underlying Funds investments. The risks of the DFA Global Real Estate Securities Portfolios and Underlying Funds investments are described below.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Underlying Funds do not hedge foreign currency risk.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Underlying Funds that own them, and, in turn, the DFA Global Real Estate Securities Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Risks of Concentrating in the Real Estate Industry: The DFA Global Real Estate Securities Portfolio is concentrated in the real estate industry. The exclusive focus by DFA Global Real Estate Securities Portfolio on the real estate industry will cause the Portfolio to be exposed to the general risks of direct real estate ownership. The value of securities in the real estate industry can be affected by changes in real estate values and rental income, property taxes, and tax and regulatory requirements. Also, the value of securities in the real estate industry may decline with changes in interest rates. 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 and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax free pass-through of income. Also, many foreign REIT-like entities are deemed for tax purposes as passive foreign investment companies (PFICs), which could result in the receipt of taxable dividends to shareholders at an unfavorable tax rate. 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. The performance of DFA Global Real Estate Securities Portfolio may be materially different from the broad equity market.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the DFA Global Real Estate Securities
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Portfolio or an Underlying Fund uses derivatives, the Portfolio or Underlying Fund will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio or Underlying Fund could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Underlying Funds may lose money and there may be a delay in recovering the loaned securities. The Underlying Funds could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The DFA Global Real Estate Securities Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the DFA Global Real Estate Securities Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the DFA Global Real Estate Securities Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The DFA Global Real Estate Securities Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the DFA Global Real Estate Securities Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
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DFA Global Real Estate Securities Portfolio Institutional Class SharesTotal Returns
January 2009-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[31.45% (7/099/09)] |
[-25.68% (1/093/09)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 6/4/08
Inception |
||||||||||
DFA Global Real Estate Securities Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
S&P Global REIT Index
(1)
(net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
(1) | Copyright © 2010 Standard & Poors Financial Services LLC, a subsidiary of The McGraw-Hill Companies, Inc. All rights reserved. |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the DFA Global Real Estate Securities Portfolio and the Underlying Funds. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the DFA Global Real Estate Securities Portfolio and one of the Underlying Funds. The following individuals are responsible for coordinating the day to day management of the DFA Global Real Estate Securities Portfolio and the Underlying Funds:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
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Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the DFA Global Real Estate Securities Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the DFA Global Real Estate Securities Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The DFA Global Real Estate Securities Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the DFA Global Real Estate Securities Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
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The investment objective of the DFA International Small Cap Value Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the DFA International Small Cap Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.65% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the DFA International Small Cap Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The DFA International Small Cap Value Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the DFA International Small Cap Value Portfolios performance. During the most recent fiscal year, the DFA International Small Cap Value Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The DFA International Small Cap Value Portfolio, using a market capitalization weighted approach, purchases securities of small, non-U.S. companies in countries with developed markets that Dimensional Fund Advisors LP (the Advisor) determines to be value stocks at the time of purchase. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a small company within an eligible country, the greater its representation in the Portfolio. The Advisor may adjust the representation in the DFA International Small Cap Value Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. Securities
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are considered value stocks primarily because a companys shares have a high book value in relation to their market value (book to market ratio). In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The DFA International Small Cap Value Portfolio intends to purchase securities of small value companies associated with developed market countries that the Advisor has designated as approved markets. As a non-fundamental policy, under normal circumstances, the DFA International Small Cap Value Portfolio will invest at least 80% of its net assets in securities of small companies in the particular markets in which it invests. The Advisor determines the maximum market capitalization of a small company with respect to each country in which the Portfolio invests. In the countries or regions authorized for investment, the Advisor first ranks eligible companies listed on selected exchanges based on the companies market capitalizations. The Advisor then determines the universe of eligible securities by defining the maximum market capitalization of a small company that may be purchased by the Portfolio with respect to each country or region. As of December 31, 2016, for the DFA International Small Cap Value Portfolio, the highest maximum market capitalization of a small company in any country in which the DFA International Small Cap Value Portfolio invests was $ [ ] million. This threshold will vary by country or region. For example, as of December 31, 2016, the Advisor considered a small company in Switzerland to have a market capitalization below $[ ] million, a small company in Norway to have a market capitalization below $[ ] million, and a small company in Japan to have a market capitalization below $[ ] million. This threshold will change due to market conditions.
The DFA International Small Cap Value Portfolio may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The DFA International Small Cap Value Portfolio also may use derivatives, such as futures contracts and options on futures contracts for foreign and U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The DFA International Small Cap Value Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the DFA International Small Cap Value Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The DFA International Small Cap Value Portfolio does not hedge foreign currency risk.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the DFA International Small Cap Value
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Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the DFA International Small Cap Value Portfolio may lose money and there may be a delay in recovering the loaned securities. The DFA International Small Cap Value Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The DFA International Small Cap Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the DFA International Small Cap Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the DFA International Small Cap Value Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The DFA International Small Cap Value Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the DFA International Small Cap Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
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DFA International Small Cap Value Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[31.78% (4/096/09)] |
[-21.72% (7/119/11)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
DFA International Small Cap Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI World ex USA Small Cap Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the DFA International Small Cap Value Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the DFA International Small Cap Value Portfolio. The following individuals are responsible for coordinating the day to day management of the DFA International Small Cap Value Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Arun C. Keswani, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2013. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
105
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the DFA International Small Cap Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the DFA International Small Cap Value Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The DFA International Small Cap Value Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the DFA International Small Cap Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
106
The investment objective of the International Vector Equity Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the International Vector Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.45% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the International Vector Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The International Vector Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the International Vector Equity Portfolios performance. During the most recent fiscal year, the International Vector Equity Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The International Vector Equity Portfolio purchases a broad and diverse group of securities of non-U.S. operating companies in developed markets, with a greater emphasis on small capitalization and value companies as compared to their representation in the International Universe. For purposes of this Portfolio, Dimensional Fund Advisors LP (the Advisor) defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets that have been authorized for investment by the Advisors Investment Committee. The Portfolios increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the International Vector Equity Portfolios assets to the largest growth companies relative to their weight in the International Universe or by avoiding purchases in that segment of the market,
107
either of which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value.
The Advisor determines company size on a country or region specific basis and based primarily on market capitalization. The Advisor 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 International Vector Equity Portfolio intends to purchase securities of companies associated with developed markets countries that the Advisor has designated as approved markets for investment. As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in equity securities. The percentage allocation of the assets of the International Vector Equity Portfolio to securities of the largest growth companies will generally be reduced by between 5% and 50% of their percentage weight in the International Universe. For example, as of December 31, 2016, securities of the largest growth companies in the International Universe comprised approximately [ ]% of the International Universe and the Advisor allocated approximately [ ]% of the International Vector Equity Portfolio to securities of the largest growth companies in the International Universe. The percentage by which the Portfolios allocation to securities of the largest growth companies is reduced, as compared to their representation in the International Universe, will change due to market movements and other factors. The Advisor may also adjust the representation in the International Vector Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The International Vector Equity Portfolio may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The International Vector Equity Portfolio may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The International Vector Equity Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the International Vector Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The International Vector Equity Portfolio does not hedge foreign currency risk.
108
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the International Vector Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the International Vector Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The International Vector Equity Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The International Vector Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the International Vector Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the International Vector Equity Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The International Vector Equity Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the International Vector Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
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International Vector Equity Portfolio Institutional Class SharesTotal Returns
January 2009-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[34.37% (4/096/09)] |
[-21.68% (7/119/11)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 8/14/08
Inception |
||||||||||
International Vector Equity Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the International Vector Equity Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the International Vector Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the International Vector Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
110
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the International Vector Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the International Vector Equity Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The International Vector Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the International Vector Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
111
The investment objective of the World ex U.S. Value Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the World ex U.S. Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.47% | ||||
Other Expenses | [ ]% | ||||
Acquired Fund Fees and Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement* | [ ]% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Advisor has agreed to waive certain fees and in certain instances, assume certain expenses of the World ex U.S. Value Portfolio. The Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed up to thirty-six months after such fee waiver and/or expense assumption. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the World ex U.S. Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. The costs for the Portfolio reflect the net expenses of the Portfolio that result from the contractual expense waiver in the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The World ex U.S. Value Portfolio does not pay transaction costs when buying and selling shares of other mutual funds (the Underlying Funds); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund Operating Expenses
112
or in the Example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was [ ]% based on the weighted average portfolio turnover ratios of each of the Portfolios underlying investments.
Principal Investment Strategies
The World ex U.S. Value Portfolio seeks to achieve its investment objective through exposure to a broad portfolio of securities of non-U.S. companies associated with countries with developed and emerging markets, which may include frontier markets (emerging market countries in an earlier stage of development), that Dimensional Fund Advisors LP (the Advisor) believes to be value stocks at the time of purchase. To achieve this exposure, the Advisor will generally purchase shares of The DFA International Value Series (the DFA International Value Series), DFA International Small Cap Value Portfolio, and Dimensional Emerging Markets Value Fund (the Underlying Funds), which are other funds managed by the Advisor. The Portfolio currently intends to allocate its investments among the Underlying Funds in the following manner: 50% to 80% in the DFA International Value Series; 5% to 20% in the DFA International Small Cap Value Portfolio; and 10% to 30% in the Dimensional Emerging Markets Value Fund. Periodically, the Advisor will review the allocations for the World ex U.S. Value Portfolio in each Underlying Fund and may adjust allocations to the Underlying Funds or may add or remove Underlying Funds in the Portfolio without notice to shareholders. In addition to, or in place of, investments in the Underlying Funds, the Portfolio also is permitted to invest directly in the same types of securities of companies that are described in this Prospectus as eligible investments for the Underlying Funds. The Portfolio and Underlying Funds generally consider securities to be value stocks if they have a high book value in relation to their market value. In assessing market value, the Advisor may consider additional factors such as price to cash flow or price earnings ratios as well as economic conditions and developments in the issuers industry. The criteria the Advisor uses for assessing value are subject to change from time to time. The Advisor may consider the relative market capitalization weighting of developed and emerging markets within the universe of eligible securities when allocating Portfolio investments among the Underlying Funds or securities.
Using a market capitalization weighted approach, the DFA International Value Series invests in large value companies associated with developed market countries and the DFA International Small Cap Value Portfolio invests in small value companies associated with developed market countries. Generally, the Advisor determines if a company is large or small based on its market capitalization. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a company meeting the Advisors eligibility thresholds within an eligible country or region, the greater its representation in the Underlying Fund. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The Dimensional Emerging Markets Value Fund may purchase securities of value companies associated with emerging markets, including frontier markets, across all market capitalizations. With respect to each Underlying Fund, the Advisor may limit or fix the Underlying Funds exposure to a particular country, region or issuer. The Advisor may adjust the representation in the World ex U.S. Value Portfolio or the Underlying Funds of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions.
The Portfolio and each Underlying Fund intends to purchase securities of companies associated with countries that the Advisor has identified as approved markets for investment for such Portfolio or Underlying Fund. As a non-fundamental policy, under normal circumstances, at least 80% of the Portfolios net assets will be invested directly, or indirectly through its investment in the Underlying Funds, in securities of non-U.S. companies.
The Portfolio and Underlying Funds may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts which may be domiciled or traded outside the issuers domicile country.
The World ex U.S. Value Portfolio and each Underlying Fund is authorized to use derivatives, such as futures contracts and options on futures contracts for equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio or Underlying Fund. The World ex U.S. Value
113
Portfolio and Underlying Funds do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Portfolio and Underlying Funds may lend their portfolio securities to generate additional income.
Fund of Funds Risk: The investment performance of the World ex U.S. Value Portfolio is affected by the investment performance of the Underlying Funds in which the Portfolio invests. The ability of the Portfolio to achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the Advisors decisions regarding the allocation of the Portfolios assets among Underlying Funds. The Portfolio may allocate assets to an Underlying Fund or asset class that underperforms other funds or asset classes. There can be no assurance that the investment objective of the Portfolio or any Underlying Fund will be achieved. When the Portfolio invests in Underlying Funds, investors are exposed to a proportionate share of the expenses of those Underlying Funds in addition to the expenses of the Portfolio. Through its investments in the Underlying Funds, the Portfolio is subject to the risks of the Underlying Funds investments. The risks of the World ex U.S. Value Portfolios and Underlying Funds investments are described below.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Underlying Funds do not hedge foreign currency risk.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the World ex U.S. Value Portfolio and the Underlying Funds to at times underperform equity funds that use other investment strategies.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Underlying Funds that own them, and, in turn, the World ex U.S. Value Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the World ex U.S. Value Portfolio or an Underlying Fund uses derivatives, the Portfolio or Underlying Fund will be exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative
114
may not correlate perfectly with the underlying asset, rate or index, and the Portfolio or Underlying Fund could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, an Underlying Fund may lose money and there may be a delay in recovering the loaned securities. An Underlying Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences. To the extent that the Portfolio holds securities directly and lends those securities, it will be also subject to the foregoing risks with respect to its loaned securities.
Cyber Security Risk: The World ex U.S. Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the World ex U.S. Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the World ex U.S. Value Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The World ex U.S. Value Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the World ex U.S. Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
115
World ex U.S. Value Portfolio Institutional Class SharesTotal Returns
January 2011-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[12.73% (1/123/12)] |
[-23.90% (7/119/11)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 8/23/10
Inception |
||||||||||
World ex U.S. Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI All Country World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the World ex U.S. Value Portfolio and the Underlying Funds. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the World ex U.S. Value Portfolio and the Underlying Funds. The following individuals are responsible for coordinating the day to day management of the Portfolio and Underlying Funds:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
| Mary T. Phillips, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2014. |
116
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the World ex U.S. Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the World ex U.S. Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
117
The investment objective of the World ex U.S. Targeted Value Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the World ex U.S. Targeted Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.58% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the World ex U.S. Targeted Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the World ex U.S. Targeted Value Portfolios performance. During the most recent fiscal year, the World ex U.S. Targeted Value Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The World ex U.S. Targeted Value Portfolio seeks to achieve its investment objective through exposure to a broad and diverse portfolio of securities of non-U.S. companies, with a focus on small and mid-cap value companies, associated with countries with developed and emerging markets, which may include frontier markets (emerging market countries in an earlier stage of development). Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. Dimensional Fund Advisors LP (the Advisor) may adjust the representation in the World ex U.S. Targeted Value Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies,
118
liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
When constructing the World ex U.S. Targeted Value Portfolios investment portfolio, the Advisor intends to consider federal tax implications when making investment decisions with respect to individual securities to seek to provide a tax advantage. When consistent with the Portfolios investment policies, the Advisor will buy and sell securities for the Portfolio considering the goals of: (i) delaying and minimizing the realization of net capital gains (e.g., selling stocks with capital losses to offset gains, realized or anticipated); and (ii) maximizing the extent to which any realized net capital gains are long-term in nature (i.e., taxable at lower capital gains tax rates).
The World ex U.S. Targeted Value Portfolio may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Portfolio may use derivatives, such as futures contracts and options on futures contracts for approved market or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The World ex U.S. Targeted Value Portfolio may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The World ex U.S. Targeted Value Portfolio does not hedge foreign currency risk.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the World ex U.S. Targeted Value Portfolio to at times underperform equity funds that use other investment strategies.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer specific events will cause the value of securities, and the World ex U.S. Targeted Value Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Tax Advantage Strategy Risk: An investment strategy that considers the tax implications of investment decisions may alter the construction of the World ex U.S. Targeted Value Portfolio and affect portfolio holdings, when
119
compared to other mutual funds that do not take into account potential tax implications. The Advisor anticipates that performance of the Portfolio may deviate from that of mutual funds that do not take into account potential tax implications.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the World ex U.S. Targeted Value Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the World ex U.S. Targeted Value Portfolio may lose money and there may be a delay in recovering the loaned securities. The Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The World ex U.S. Targeted Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the World ex U.S. Targeted Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the World ex U.S. Targeted Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
120
World ex U.S. Targeted Value Portfolio Institutional Class SharesTotal Returns
January 2013-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[13.23% (7/139/13)] |
[-12.29% (7/159/15)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year |
Since 11/1/12
Inception |
|||||||
World ex U.S. Targeted Value Portfolio | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | ||||
MSCI All Country World ex USA Small Cap Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the World ex U.S. Targeted Value Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the World ex U.S. Targeted Value Portfolio. The following individuals are responsible for coordinating the day to day management of the World ex U.S. Targeted Value Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading and a portfolio manager of the Portfolio since inception. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
| Arun C. Keswani, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2013. |
121
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the World ex U.S. Targeted Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the World ex U.S. Targeted Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
122
The investment objective of the World ex U.S. Core Equity Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the World ex U.S. Core Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.32% | ||||
Other Expenses | 0.07% | ||||
Total Annual Fund Operating Expenses | 0.39% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.40% to 0.32% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the World ex U.S. Core Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | 40 | $ | 125 | $ | 219 | $ | 493 |
PORTFOLIO TURNOVER
A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the World ex U.S. Core Equity Portfolios performance. During the most recent fiscal year, the World ex U.S. Core Equity Portfolios portfolio turnover rate was 1% of the average value of its investment portfolio.
Principal Investment Strategies
The World ex U.S. Core Equity Portfolio seeks to achieve its investment objective through exposure to a broad and diverse group of securities of non-U.S. companies in countries with developed and emerging markets with a greater emphasis on small capitalization and value companies as compared to their representation in the Non-U.S. Universe. For purposes of the Portfolio, Dimensional Fund Advisors LP (the Advisor) defines the Non-U.S. Universe as a market capitalization weighted portfolio of non-U.S. companies in developed and emerging markets that have been authorized for investment as approved markets by the Advisors Investment
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Committee. The Portfolios increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest growth companies relative to their weight in the Non-U.S. Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. The Advisor determines company size on a country or region specific basis and based primarily on market capitalization. The Advisor may adjust the representation in the World ex U.S. Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in non-U.S. equity securities and/or investments that provide exposure to non-U.S. securities.
The World ex U.S. Core Equity Portfolio may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Portfolio may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The World ex U.S. Core Equity Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer specific events will cause the value of securities, and the World ex U.S. Core Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the World ex U.S. Core Equity Portfolio to at times underperform equity funds that use other investment strategies.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The World ex U.S. Core Equity Portfolio does not hedge foreign currency risk.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less
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developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the World ex U.S. Core Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the World ex U.S. Core Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The World ex U.S. Core Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the World ex U.S. Core Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the World ex U.S. Core Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
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World ex U.S. Core Equity Portfolio Institutional Class SharesTotal Returns
January 2014-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[4.43% (4/146/14)] |
[-12.15% (7/159/15)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year |
Since 4/9/13
Inception |
|||||||
World ex U.S. Core Equity Portfolio | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | ||||
MSCI All Country World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the World ex U.S. Core Equity Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the World ex U.S. Core Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the World ex U.S. Core Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
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Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the World ex U.S. Core Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the World ex U.S. Core Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
127
The investment objective of the World Core Equity Portfolio (formerly, Dimensional Retirement Equity Fund II) (the Portfolio) is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the World Core Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.30% | ||||
Other Expenses | [ ]% | ||||
Acquired Fund Fees and Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement* | [ ]% | ||||
Total Annual Fund Operating Expenses after Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Advisor has agreed to waive certain fees and in certain instances, assume certain expenses of the World Core Equity Portfolio. The Amended and Restated Fee Waiver and Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed up to thirty-six months after such fee waiver and/or expense assumption. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the World Core Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. The costs for the Portfolio reflect the net expenses of the Portfolio that result from the contractual expense waiver in the first year only. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The World Core Equity Portfolio does not pay transaction costs when buying and selling shares of other mutual funds (the Underlying Funds); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The
128
transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolios performance. During the most recent fiscal year, the World Core Equity Portfolios turnover rate was [ ]% based on the weighted average portfolio turnover ratios of each of the Portfolios underlying investments.
Principal Investment Strategies
The World Core Equity Portfolio is a fund of funds, which means that the World Core Equity Portfolio generally allocates its assets among other mutual funds managed by Dimensional Fund Advisors LP (the Advisor) although it also has the ability to invest directly in securities. The World Core Equity Portfolio seeks to achieve exposure to a broad portfolio of securities of both U.S. companies and non-U.S. companies associated with countries with developed and emerging markets, which may include frontier markets (emerging markets in an earlier stage of development), by primarily purchasing shares of U.S. Core Equity 1 Portfolio, U.S. Large Company Portfolio, U.S. Large Cap Equity Portfolio, International Core Equity Portfolio, Large Cap International Portfolio, Emerging Markets Core Equity Portfolio and The Emerging Markets Series (the Underlying Funds). The World Core Equity Portfolio may have exposure to companies in all the market capitalization ranges.
The World Core Equity Portfolio typically allocates its investments among the Underlying Funds in the following manner: 35% to 80% in the U.S. Core Equity 1 Portfolio, U.S. Large Cap Equity Portfolio and/or U.S. Large Company Portfolio; 15% to 55% in the International Core Equity Portfolio and/or Large Cap International Portfolio; and 5% to 20% in the Emerging Markets Core Equity Portfolio and/or The Emerging Markets Series. Allocations by the World Core Equity Portfolio among the Underlying Funds within the ranges described above are determined by the relative value of the holdings of the Underlying Funds. Periodically, the Advisor will review the allocations for the World Core Equity Portfolio in each Underlying Fund and may adjust allocations to the Underlying Funds or may add or remove Underlying Funds in the Portfolio without notice to shareholders.
As a non-fundamental policy, under normal circumstances, at least 80% of the World Core Equity Portfolios net assets will be invested directly, or indirectly through its investment in the Underlying Funds, in equity securities.
The World Core Equity Portfolio and each Underlying Fund may enter into futures contracts and options on futures contracts for equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio or Underlying Fund. The World Core Equity Portfolio and Underlying Funds do not intend to use derivatives for purposes of speculation or leveraging investment returns. The World Core Equity Portfolio and each Underlying Fund may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purposes of gaining exposure to the equity markets, while maintaining liquidity. In addition to money market instruments and other short-term investments, the World Core Equity Portfolio and each Underlying Fund may invest in affiliated and unaffiliated registered and unregistered money market funds. The World Core Equity Portfolio and Underlying Funds may invest in such money market funds and other short-term investments to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
The World Core Equity Portfolio and Underlying Funds may lend their portfolio securities to generate additional income.
A summary of the investment strategies and policies of the Underlying Funds in which the World Core Equity Portfolio invests as of the date of this Prospectus is described in the Portfolios Prospectus in the section entitled ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVES AND POLICIES .
Fund of Funds Risk: The investment performance of the World Core Equity Portfolio is affected by the investment performance of the Underlying Funds in which the Portfolio invests. The ability of the Portfolio to
129
achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the Advisors decisions regarding the allocation of the Portfolios assets among the Underlying Funds. The Portfolio may allocate assets to an Underlying Fund or asset class that underperforms other funds or asset classes. There can be no assurance that the investment objective of the Portfolio or any Underlying Fund will be achieved. When the Portfolio invests in Underlying Funds, investors are exposed to a proportionate share of the expenses of those Underlying Funds in addition to the expenses of the Portfolio. Through its investments in the Underlying Funds, the Portfolio is subject to the risks of the Underlying Funds investments. The risks of the World Core Equity Portfolios and Underlying Funds investments are described below.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Underlying Funds do not hedge foreign currency risk.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the World Core Equity Portfolio and the Underlying Funds to at times underperform equity funds that use other investment strategies.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Underlying Funds that own them, and, in turn, the World Core Equity Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Derivatives Risk: Derivatives are instruments, such as swaps, futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the World Core Equity Portfolio or an Underlying Fund uses derivatives, the Portfolio or Underlying Fund will be directly exposed to the risks of those derivatives. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio or Underlying Fund could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, an Underlying Fund may lose money and there may be a delay in recovering the loaned securities. An Underlying Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences. To the extent that the Portfolio holds securities directly and lends those securities, it will be also subject to the foregoing risks with respect to its loaned securities.
130
Cyber Security Risk: The World Core Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the World Core Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the World Core Equity Portfolios are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
World Core Equity Portfolio Institutional Class SharesTotal Returns
January 2013-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[9.34% (10/1312/13)] |
[-9.91% (7/159/15)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year |
Since 3/7/12
Inception |
|||||||
World Core Equity Portfolio | ||||||||
Return Before Taxes |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | ||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | ||||
MSCI All Country World Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % |
131
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the World Core Equity Portfolio and the Underlying Funds. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the World Core Equity Portfolio and certain of the Underlying Funds. The following individuals are responsible for coordinating the day to day management of the World Core Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the World Core Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The World Core Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the World Core Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
132
The investment objective of the Selectively Hedged Global Equity Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Selectively Hedged Global Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.30% | |||
Other Expenses | [ ]% | |||
Acquired Fund Fees and Expenses | [ ]% | |||
Total Annual Fund Operating Expenses | [ ]% | |||
Fee Waiver and/or Expense Reimbursement* | [ ]% | |||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Advisor has agreed to waive certain fees and in certain instances, assume certain expenses of the Selectively Hedged Global Equity Portfolio. The Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived and/or expenses previously assumed up to thirty-six months after such fee waiver and/or expense assumption. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Selectively Hedged Global Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. The costs for the Portfolio reflect the net expenses of the Portfolio that result from the contractual expense waiver in the first year only. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
A mutual fund generally pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. The Portfolio does not pay transaction costs when buying and selling shares of other mutual funds (the Underlying Funds); however, the Underlying Funds pay transaction costs when buying and selling securities for their portfolios. The transaction costs incurred by the Underlying Funds, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the
133
Portfolios performance. During the most recent fiscal year, the Selectively Hedged Global Equity Portfolios portfolio turnover rate was [ ]% based on the weighted average portfolio turnover ratios of each of the Portfolios underlying investments.
Principal Investment Strategies
The Selectively Hedged Global Equity Portfolio is a fund of funds, which means that the Portfolio generally allocates its assets among other mutual funds managed by Dimensional Fund Advisors LP (the Advisor) although it also has the ability to invest directly in securities and derivatives. The Portfolio seeks to achieve exposure to a broad portfolio of securities of both U.S. companies and non-U.S. companies associated with countries with developed and emerging markets, including frontier markets (emerging markets in an earlier stage of development), by primarily purchasing shares of U.S. Core Equity 2 Portfolio, International Core Equity Portfolio and Emerging Markets Core Equity Portfolio (the Underlying Funds). Periodically, the Advisor will review the allocations for the Selectively Hedged Global Equity Portfolio in each Underlying Fund and may adjust allocations to the Underlying Funds or may add or remove Underlying Funds in the Portfolio without notice to shareholders. The Advisor may consider the relative market capitalization weighting of developed and emerging markets within the universe of eligible securities along with other factors, including different valuation ratios and/or profitability, when allocating Portfolio investments among the Underlying Funds or securities. The Portfolio may have exposure to companies in all the market capitalization ranges. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, at least 80% of the Selectively Hedged Global Equity Portfolios net assets will be invested directly, or indirectly through its investment in the Underlying Funds, in equity securities or investments that provide exposure to equity securities. In addition to, or in place of, investments in the Underlying Funds, the Portfolio is permitted to invest directly in the same types of equity securities of U.S. and non-U.S. companies that are eligible investments for the Underlying Funds.
The Selectively Hedged Global Equity Portfolio invests directly or indirectly though its investment in the Underlying Funds in securities that may be denominated in foreign currencies. The Selectively Hedged Global Equity Portfolio may hedge some or all of the currency exposure of the foreign securities by entering into foreign forward currency contracts, futures or other derivatives. Currencies may be hedged against the U.S. dollar or non-U.S. dollar currencies. The decision to hedge the Selectively Hedged Global Equity Portfolios currency exposure with respect to a foreign market will be based on, among other things, a comparison of the respective foreign and U.S. short-term interest rates and the Portfolios existing exposure to a given foreign currency. The Selectively Hedged Global Equity Portfolio and each Underlying Fund also may use derivatives, such as futures contracts and options on futures contracts, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio or Underlying Fund. In order to meet segregation requirements with respect to such derivative transactions, the Selectively Hedged Global Equity Portfolio may hold short-term fixed income obligations.
The Selectively Hedged Global Equity Portfolio and Underlying Funds may lend their portfolio securities to generate additional income.
Fund of Funds Risk: The investment performance of the Selectively Hedged Global Equity Portfolio is affected by the investment performance of the Underlying Funds in which the Portfolio invests. The ability of the Selectively Hedged Global Equity Portfolio to achieve its investment objective depends on the ability of the Underlying Funds to meet their investment objectives and on the Advisors decisions regarding the allocation of the Portfolios assets among the Underlying Funds. The Selectively Hedged Global Equity Portfolio may allocate assets to an Underlying Fund or asset class that underperforms other funds or asset classes. There can be no assurance that the investment objective of the Portfolio or any Underlying Fund will be achieved. When the Portfolio invests in Underlying Funds, investors are exposed to a proportionate share of the expenses of those
134
Underlying Funds in addition to the expenses of the Portfolio. Through its investments in the Underlying Funds, the Portfolio is subject to the risks of the Underlying Funds investments. The risks of the Selectively Hedged Global Equity Portfolios and Underlying Funds investments are described below.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Underlying Funds do not hedge foreign currency risk but the Selectively Hedged Global Equity Portfolio may directly hedge the foreign currency risk it is exposed to through its investment in the Underlying Funds or its direct investment in foreign securities. The Portfolio also may leave some or all of its foreign currency exposure unhedged. Currencies may be hedged against the U.S. dollar or non-U.S. dollar currencies.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Selectively Hedged Global Equity Portfolio and the Underlying Funds to at times underperform equity funds that use other investment strategies.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Underlying Funds that own them, and, in turn, the Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the Selectively Hedged Global Equity Portfolio or if the cost of the derivative outweighs the benefit of the hedge. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Selectively Hedged Global Equity Portfolio or an Underlying Fund uses derivatives, the Portfolio or Underlying Fund will be directly exposed to the risks of those derivatives. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio or Underlying Fund could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, an Underlying Fund may lose money and there may be a delay in recovering the loaned securities. An Underlying Fund could also lose money if it does not recover the securities and/or the
135
value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences. To the extent that the Portfolio holds securities directly and lends those securities, it will be also subject to the foregoing risks with respect to its loaned securities.
Cyber Security Risk: The Selectively Hedged Global Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Selectively Hedged Global Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com.
The after-tax returns presented in the table for the Selectively Hedged Global Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Selectively Hedged Global Equity Portfolio Institutional Class SharesTotal Returns
January 2012-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[13.35% (1/123/12)] |
[-10.68% (7/159/15)] |
136
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 11/14/11
Inception |
||||||||||
Selectively Hedged Global Equity Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI All Country World Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Selectively Hedged Global Equity Portfolio and the Underlying Funds. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the Selectively Hedged Global Equity Portfolio and certain of the Underlying Funds. The following individuals are responsible for coordinating the day to day management of the Portfolio and Underlying Funds:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 1989. |
| Joseph F. Kolerich, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2001. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
137
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Selectively Hedged Global Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Selectively Hedged Global Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
138
The investment objective of the Emerging Markets Portfolio is to achieve long-term capital appreciation. The Emerging Markets Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The Emerging Markets Series (the Emerging Markets Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Emerging Markets Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.52% | ||||
Other Expenses | 0.06% | ||||
Total Annual Fund Operating Expenses | 0.58% | ||||
Fee Waiver and/or Expense Reimbursement | 0.10% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.48% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the investment management fee payable by the Feeder Portfolio from 0.50% to 0.42% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Emerging Markets Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | 49 | $ | 154 | $ | 269 | $ | 604 |
The Example reflects the aggregate estimated annual operating expenses of the Emerging Markets Portfolio and the Emerging Markets Portfolios portion of the expenses of the Emerging Markets Series.
139
PORTFOLIO TURNOVER
The Emerging Markets Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Emerging Markets Portfolios performance. During the most recent fiscal year, the Emerging Markets Series portfolio turnover rate was 22% of the average value of its investment portfolio.
Principal Investment Strategies
The Emerging Markets Portfolio pursues its investment objective by investing substantially all of its assets in the Emerging Markets Series. The Emerging Markets Series purchases a broad market coverage of larger companies associated with emerging markets, which may include frontier markets (emerging market countries in an earlier stage of development), authorized for investment by Dimensional Fund Advisors LPs (the Advisor) Investment Committee (Approved Markets). The Advisors definition of large varies across countries and is based primarily on market capitalization. A companys market capitalization is the number of its shares outstanding times its price per share. In each country authorized for investment, the Advisor first ranks eligible companies listed on selected exchanges based on the companies market capitalizations. The Advisor then defines the minimum market capitalization for a large company in that country. For example, as of December 31, 2016, Mexico had a size threshold of $[ ] million, and Czech Republic had a size threshold of $[ ] million. These thresholds will change due to market conditions. In addition, the Advisor may consider a companys size, value, and/or profitability relative to other eligible companies when making investment decisions for the Emerging Markets Series. In assessing value, the Advisor may consider factors such as a companys book value in relation to its market value, as well as price to cash flow or price to earnings ratios. In assessing profitability, the Advisor may consider factors such as that of earnings or profits from operations relative to book value or assets. The criteria the Advisor uses for assessing value or profitability are subject to change from time to time. The Advisor may also adjust the representation in the Emerging Markets Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions.
As a non-fundamental policy, under normal circumstances, the Emerging Markets Series will invest at least 80% of its net assets in emerging markets investments that are defined in the Prospectus as Approved Market securities.
The Emerging Markets Series may gain exposure to companies associated with Approved Markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Emerging Markets Series and the Emerging Markets Portfolio each may use derivatives, such as futures contracts and options on futures contracts for Approved Market or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Emerging Markets Series may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Emerging Markets Series does not hedge foreign currency risk.
140
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Emerging Markets Series that owns them, and, in turn, the Emerging Markets Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Emerging Markets Series and the Emerging Markets Portfolio use derivatives, the Emerging Markets Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Emerging Markets Series may lose money and there may be a delay in recovering the loaned securities. The Emerging Markets Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Emerging Markets Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Emerging Markets Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Emerging Markets Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Emerging Markets Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
141
Emerging Markets Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[33.14% (4/096/09)] |
[-27.83% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Emerging Markets Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI Emerging Markets Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Emerging Markets Portfolio and Emerging Markets Series. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the Emerging Markets Series. The following individuals are responsible for coordinating the day to day management of the Emerging Markets Portfolio and Emerging Markets Series:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Daniel C. Ong, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
142
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Emerging Markets Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Emerging Markets Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Emerging Markets Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Emerging Markets Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
143
The investment objective of the Emerging Markets Value Portfolio is to achieve long-term capital appreciation. The Emerging Markets Value Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, the Dimensional Emerging Markets Value Fund (the Emerging Markets Value Fund), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Emerging Markets Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.60 | % | ||
Other Expenses | [ ] | % | ||
Total Annual Fund Operating Expenses | [ ] | % | ||
Fee Waiver and/or Expense Reimbursement | 0.10 | % | ||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ] | % |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Emerging Markets Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
The Example reflects the aggregate estimated annual operating expenses of the Emerging Markets Value Portfolio and the Emerging Markets Value Portfolios portion of the expenses of the Emerging Markets Value Fund.
144
PORTFOLIO TURNOVER
The Emerging Markets Value Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Emerging Markets Value Portfolios performance. During the most recent fiscal year, the Emerging Markets Value Funds portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The Emerging Markets Value Portfolio pursues its investment objective by investing substantially all of its assets in the Emerging Markets Value Fund. The Emerging Markets Value Fund purchases emerging market equity securities that are deemed by Dimensional Fund Advisors LP (the Advisor) to be value stocks at the time of purchase and associated with emerging markets, which may include frontier markets (emerging market countries in an earlier stage of development), authorized for investment by the Advisors Investment Committee (Approved Markets). Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. The Advisor may also adjust the representation in the Emerging Markets Value Fund of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. As a non-fundamental policy, under normal circumstances, the Emerging Markets Value Fund will invest at least 80% of its net assets in emerging markets investments that are defined in the Prospectus as Approved Markets securities. The Emerging Markets Value Fund may purchase emerging market equity securities across all market capitalizations.
The Emerging Markets Value Fund may gain exposure to companies associated with Approved Markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Emerging Markets Value Portfolio and the Emerging Markets Value Fund each may use derivatives, such as futures contracts and options on futures contracts for Approved Market or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Emerging Markets Value Portfolio or Emerging Markets Value Fund. The Emerging Markets Value Portfolio and Emerging Markets Value Fund do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Emerging Markets Value Fund may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Emerging Markets Value Fund does not hedge foreign currency risk.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Emerging Markets Value Fund that owns them, and, in turn, the Emerging Markets Value Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners
145
are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Emerging Markets Value Fund and the Emerging Markets Value Portfolio use derivatives, the Emerging Markets Value Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Emerging Markets Value Fund may lose money and there may be a delay in recovering the loaned securities. The Emerging Markets Value Fund could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Emerging Markets Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Emerging Markets Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Emerging Markets Value Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Emerging Markets Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
146
Emerging Markets Value Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[44.78% (4/096/09)] |
[-28.51% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Emerging Markets Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI Emerging Markets Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Emerging Markets Value Portfolio and Emerging Markets Value Fund. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the Emerging Markets Value Fund. The following individuals are responsible for coordinating the day to day management of the Emerging Markets Portfolio and Emerging Markets Value Fund:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Daniel C. Ong, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
147
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Emerging Markets Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Emerging Markets Value Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Emerging Markets Value Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Emerging Markets Value Portfolio are taxable and generally
will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
148
The investment objective of the Emerging Markets Small Cap Portfolio is to achieve long-term capital appreciation. The Emerging Markets Small Cap Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The Emerging Markets Small Cap Series (the Emerging Markets Small Cap Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Emerging Markets Small Cap Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.85% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement | 0.20% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Emerging Markets Small Cap Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
The Example reflects the aggregate estimated annual operating expenses of the Emerging Markets Small Cap Portfolio and the Emerging Markets Small Cap Portfolios portion of the Emerging Markets Small Cap Series.
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PORTFOLIO TURNOVER
The Emerging Markets Small Cap Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Emerging Markets Small Cap Portfolios performance. During the most recent fiscal year, the Emerging Markets Small Cap Series portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
The Emerging Markets Small Cap Portfolio pursues its investment objective by investing substantially all of its assets in the Emerging Markets Small Cap Series. The Emerging Markets Small Cap Series purchases a broad market coverage of smaller companies associated with each emerging market, which may include frontier markets (emerging market countries in an earlier stage of development), authorized for investment by Dimensional Fund Advisors LPs (the Advisor) Investment Committee (Approved Markets). The Advisors definition of small varies across countries and is based primarily on market capitalization. A companys market capitalization is the number of its shares outstanding times its price per share. In each country authorized for investment, the Advisor first ranks eligible companies listed on selected exchanges based on the companies market capitalizations. The Advisor then defines the maximum market capitalization for a small company in that country. For example, as of December 31, 2016, Mexico had a size threshold of $[ ] million, and Greece had a size threshold of $[ ] million. These thresholds will change due to market conditions. The Advisor may also adjust the representation in the Emerging Markets Small Cap Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Emerging Markets Small Cap Series will invest at least 80% of its net assets in emerging market investments that are designated in the Prospectus as Approved Market securities of small companies.
The Emerging Markets Small Cap Series may gain exposure to companies associated with Approved Markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Emerging Markets Small Cap Series and the Emerging Markets Small Cap Portfolio each may use derivatives, such as futures contracts and options on futures contracts for Approved Market or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Emerging Markets Small Cap Series may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Emerging Markets Small Cap Series does not hedge foreign currency risk.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Emerging Markets Series that owns them, and, in turn, the Emerging Markets Small Cap Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
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Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Emerging Markets Small Cap Series and the Emerging Markets Small Cap Portfolio use derivatives, the Emerging Markets Small Cap Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Emerging Markets Small Cap Series may lose money and there may be a delay in recovering the loaned securities. The Emerging Markets Small Cap Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Emerging Markets Small Cap Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Emerging Markets Small Cap Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Emerging Markets Small Cap Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Emerging Markets Small Cap Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
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Emerging Markets Small Cap Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[47.06% (4/096/09)] |
[-25.39% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Emerging Markets Small Cap Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI Emerging Markets Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Emerging Markets Small Cap Portfolio and Emerging Markets Small Cap Series. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the Emerging Markets Small Cap Series. The following individuals are responsible for coordinating the day to day management of the Emerging Markets Small Cap Portfolio and Emerging Markets Small Cap Series:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Daniel C. Ong, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
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Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Emerging Markets Small Cap Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Emerging Markets Small Cap Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Emerging Markets Small Cap Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Emerging Markets Small Cap Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
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The investment objective of the Emerging Markets Core Equity Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Emerging Markets Core Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.47% | ||||
Other Expenses | 0.06% | ||||
Total Annual Fund Operating Expenses | 0.53% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.55% to 0.47% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Emerging Markets Core Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | 54 | $ | 170 | $ | 296 | $ | 665 |
PORTFOLIO TURNOVER
The Emerging Markets Core Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Emerging Markets Core Equity Portfolios performance. During the most recent fiscal year, the Emerging Markets Core Equity Portfolios portfolio turnover rate was 3% of the average value of its investment portfolio.
Principal Investment Strategies
The Emerging Markets Core Equity Portfolio purchases a broad and diverse group of securities associated with emerging markets, which may include frontier markets (emerging market countries in an earlier stage of development), authorized for investment by Dimensional Fund Advisors LPs (the Advisor) Investment Committee (Approved Markets), with an increased exposure to securities of small cap issuers and securities that it considers to be value securities. In assessing value, the Advisor may consider factors such as the issuers
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securities having a high book value in relation to their market value, as well as price to cash flow or price to earnings ratios. The criteria the Advisor uses for assessing value are subject to change from time to time. The Advisor may also adjust the representation in the Emerging Markets Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Emerging Markets Core Equity Portfolio will invest at least 80% of its net assets in emerging markets investments that are defined in the Prospectus as Approved Market securities.
The Emerging Markets Core Equity Portfolio may gain exposure to companies in Approved Markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Emerging Markets Core Equity Portfolio may use derivatives, such as futures contracts and options on futures contracts for Approved Market or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Emerging Markets Core Equity Portfolio may lend its portfolio securities to generate additional income.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Emerging Markets Core Equity Portfolio does not hedge foreign currency risk.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Emerging Markets Core Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
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Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Emerging Markets Core Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Emerging Markets Core Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The Emerging Markets Core Equity Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Emerging Markets Core Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Emerging Markets Core Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Emerging Markets Core Equity Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Emerging Markets Core Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
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Emerging Markets Core Equity Portfolio Institutional Class SharesTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[40.20% (4/096/09)] |
[-26.51% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Emerging Markets Core Equity Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI Emerging Markets Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Emerging Markets Core Equity Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the Emerging Markets Core Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the Emerging Markets Core Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
157
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Emerging Markets Core Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Emerging Markets Core Equity Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Emerging Markets Core Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Emerging Markets Core Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
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Additional Information on Investment Objectives and Policies
The two investment companies described in this Prospectus offer a variety of investment portfolios. Each of the investment companies Portfolios has its own investment objective and policies, and is the equivalent of a separate mutual fund. The U.S. Large Company Portfolio and DFA International Value Portfolio are offered by Dimensional Investment Group Inc. The other Portfolios contained in this Prospectus are offered by DFA Investment Dimensions Group Inc. The Portfolios described in this Prospectus are designed for long-term investors. The U.S. Targeted Value Portfolio also offers two additional classes of shares, Class R1 shares and Class R2 shares, and the DFA International Value Portfolio and Emerging Markets Value Portfolio also offer one additional class of shares, Class R2 shares.
U.S. Large Company Portfolio seeks, as its investment objective, to approximate the total investment return of the S&P 500 ® Index. The U.S. Large Company Portfolio generally invests in the stocks that comprise the S&P 500 ® Index in approximately the proportions they are represented in the S&P 500 ® Index.
Ordinarily, portfolio companies will not be sold except to reflect additions or deletions of the companies that comprise the S&P 500 ® Index, including as a result of mergers, reorganizations and similar transactions and, to the extent necessary, to provide cash to pay redemptions of the U.S. Large Company Portfolios shares.
The U.S. Large Company Portfolio may 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. In addition to money market instruments and other short-term investments, the U.S. Large Company Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
For information concerning Standard & Poors Rating Group, a division of The McGraw Hill Companies (S&P), and disclaimers of S&P with respect to the U.S. Large Company Portfolio, see Standard & PoorsInformation and Disclaimers .
Enhanced U.S. Large Company Portfolio
Enhanced U.S. Large Company Portfolio seeks, as its investment objective, to achieve a total return which exceeds the total return performance of the S&P 500 ® Index. The Portfolio may invest in all of the stocks represented in the S&P 500 ® Index, options on stock indices, stock index futures, options on stock index futures, swap agreements on stock indices and shares of investment companies, such as exchange-traded funds (ETFs), that invest in stocks represented in the S&P 500 ® Index or other similar stock indices. The Portfolio generally invests in S&P 500 ® futures contracts and fixed income obligations. The Portfolio may, from time to time, also invest in options on stock indices, stock index futures, options on stock index futures and swap agreements based on indices other than, but similar to, the S&P 500 ® Index (such instruments whether or not based on the S&P 500 ® Index hereinafter collectively referred to as Index Derivatives). For information concerning S&P, and disclaimers of S&P with respect to the Enhanced U.S. Large Company Portfolio, see Standard & PoorsInformation and Disclaimers .
The Enhanced U.S. Large Company Portfolio may invest a substantial portion of its assets in Index Derivatives. Assets of the Portfolio may be invested in fixed income obligations including:
1. U.S. Government Obligations Debt securities issued by the U.S. Treasury which are direct obligations of the U.S. Government, including bills, notes and bonds.
2. U.S. Government Agency Obligations Issued or guaranteed by U.S. government-sponsored instrumentalities and 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 and instrumentalities of the U.S. Government that are supported by the full faith and credit of the United States, such as the Federal Housing
159
Administration and 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 Freddie Mac and Fannie Mae.
3. Corporate Debt Obligations Nonconvertible corporate debt securities (e.g., bonds and debentures), which have received an investment grade rating by Moodys Investors Service, Inc. (Moodys), Standard & Poors Rating Group (S&P), or Fitch Ratings Ltd. (Fitch), or an equivalent rating assigned by another nationally recognized statistical rating organization (NRSRO), or, if unrated, have been determined by the Advisor to be of comparable quality.
4. 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), time deposits and bankers acceptances. Bank certificates of deposit will only be acquired from banks having assets in excess of $1,000,000,000.
5. Commercial Paper Rated, at the time of purchase, A3 or better by S&P or Prime3 or better by Moodys, or F3 or better by Fitch, or an equivalent rating assigned by another NRSRO, or, if unrated, issued by a corporation having an outstanding unsecured debt issue rated at least Baa3 by Moodys or BBB- by S&P or Fitch.
6. Repurchase Agreements Instruments through which the Portfolio purchases securities (underlying securities) from a bank or a registered U.S. government securities dealer, with an agreement by the seller to repurchase the securities at an agreed price, plus interest at a specified rate. The underlying securities will be limited to U.S. government and agency obligations described in (1) and (2) above. The Enhanced U.S. Large Company Portfolio will not enter into a repurchase agreement with a duration of more than seven days if, as a result, more than 10% of the value of the Enhanced U.S. Large Company Portfolios total assets would be so invested. In addition, a repurchase agreement with a duration of more than seven days will be subject to the Portfolios illiquid securities policy. The Enhanced U.S. Large Company Portfolio also will only invest in repurchase agreements with a bank if the bank has at least $1,000,000,000 in assets and is approved by the Investment Committee of the Advisor. The Advisor will monitor the market value of the securities plus any accrued interest thereon so that they will at least equal the repurchase price.
7. Foreign Government and Agency Obligations Bills, notes, bonds and other debt securities issued or guaranteed by foreign governments, or their agencies and instrumentalities.
8. Supranational Organization Obligations Debt securities of supranational organizations such as the European Investment Bank, the Inter-American Development Bank or the World Bank, which are chartered to promote economic development.
9. Foreign Issuer Obligations Debt securities of non-U.S. issuers rated AA- or better by S&P or Fitch, Aa3 or better by Moodys, or an equivalent rating assigned by another NRSRO, or, if unrated, securities that have been determined by the Advisor to be of comparable quality.
10. Eurodollar Obligations Debt securities of domestic or foreign issuers denominated in U.S. dollars but not trading in the United States.
11. Money Market Funds The Enhanced U.S. Large Company Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds.
The percentage of assets of the Enhanced U.S. Large Company Portfolio that will be invested in S&P 500 ® Index stocks, Index Derivatives, fixed income investments and in shares of other investment companies may vary from time to time, within the discretion of the Advisor and according to restraints imposed by the federal securities laws and regulations governing mutual funds. The Enhanced U.S. Large Company Portfolio will maintain a segregated account consisting of liquid assets (or, as permitted by applicable interpretations of the Securities and Exchange Commission (the SEC), enter into offsetting positions) to cover its open positions in Index Derivatives to avoid leveraging by the Portfolio.
The Enhanced U.S. Large Company Portfolio will enter into positions in futures and options on futures only to the extent such positions are permissible with respect to applicable rules of the Commodity Futures Trading Commission without registering the Portfolio as a commodity pool operator. In addition, the Portfolio may not be
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able to utilize Index Derivatives to the extent otherwise permissible or desirable because of constraints imposed by the Internal Revenue Code of 1986, as amended (the Code), or by unanticipated illiquidity in the marketplace for such instruments.
It is the position of the SEC that over-the-counter options are illiquid. Accordingly, the Enhanced U.S. Large Company Portfolio will invest in such options only to the extent consistent with its 15% limit on investment in illiquid securities.
The Enhanced U.S. Large Company Portfolio may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the U.S. equity markets, while maintaining liquidity. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. The Portfolios investments in the securities of other investment companies, including ETFs and money market funds, may involve the duplication of certain fees and expenses.
Standard & PoorsInformation and Disclaimers. The U.S. Large Company Portfolio and the Enhanced U.S. Large Company Portfolio are not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the owners of the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio or any member of the public regarding the advisability of investing in securities generally or in the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio particularly or the ability of the S&P 500 ® Index to track general stock market performance. S&Ps only relationship to the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio is the licensing of certain trademarks and trade names of S&P and of the S&P 500 ® Index which is determined, composed and calculated by S&P without regard to the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio. S&P has no obligation to take the needs of the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio or their respective owners into consideration in determining, composing or calculating the S&P 500 ® Index. S&P is not responsible for and has not participated in the determination of the prices and amount of the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio or the issuance or sale of the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio or in the determination or calculation of the equation by which the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the U.S. Large Company Portfolio or the Enhanced U.S. Large Company Portfolio.
S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 ® INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 ® INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 ® INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
U.S. Large Cap Equity Portfolio
The investment objective of the U.S. Large Cap Equity Portfolio is to achieve long-term capital appreciation. Ordinarily, the U.S. Large Cap Equity Portfolio purchases a broad and diverse group of readily marketable securities of U.S. companies that the Advisor determines to be large capitalization companies within the U.S. Universe. The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the NYSE, NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. In addition, the Advisor may consider a companys size, value, and/or profitability relative to other eligible companies when making investment decisions for the U.S. Large Cap Equity Portfolio. In assessing value, the Advisor may consider factors such as a companys book value in relation to its market value, as well as price to cash flow or price to earnings
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ratios. In assessing profitability, the Advisor may consider factors such as that of earnings or profits from operations relative to book value or assets. The criteria the Advisor uses for assessing value or profitability are subject to change from time to time. The Advisor may also adjust the representation in the U.S. Large Cap Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions.
On not less than a semi-annual basis, the Advisor will review total market capitalization to determine those companies whose stock may be eligible for investment. Generally, the U.S. Large Cap Equity Portfolio does not intend to purchase or sell securities based on the prospects for the economy, the securities markets or the individual issuers whose shares are eligible for purchase. The Portfolio may sell portfolio securities when the issuers market capitalization falls below that of the issuer with the minimum market capitalization that is then eligible for purchase by the Portfolio.
The total market capitalization range used by the Advisor for the U.S. Large Cap Equity Portfolio, as described above, generally applies at the time of purchase. The Portfolio is not required to dispose of a security if the securitys issuer is no longer within the total market capitalization range criteria. Similarly, the Advisor is not required to sell a security even if the decline in the market capitalization reflects a serious financial difficulty or potential or actual insolvency of the company. Securities that do meet the market capitalization criteria nevertheless may be sold at any time when, in the Advisors judgment, circumstances warrant their sale. See Portfolio TransactionsAll Portfolios .
The U.S. Large Cap Equity Portfolio may 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. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
U.S. Large Cap Value Portfolio
U.S. Small Cap Value Portfolio
U.S. Targeted Value Portfolio
The investment objective of each of the U.S. Large Cap Value Portfolio, U.S. Small Cap Value Portfolio and the U.S. Targeted Value Portfolio (the U.S. Value Portfolios) is to achieve long-term capital appreciation. The U.S. Large Cap Value Portfolio is a Feeder Portfolio, which is a Portfolio that does not generally buy individual securities directly. Instead, it invests in a corresponding fund, or Master Fund, that in turn purchases stocks and other securities. The U.S. Large Cap Value Portfolio pursues its investment objectives by investing substantially all of its assets in its corresponding Master Fund, The U.S. Large Cap Value Series (the Large Cap Value Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the U.S. Large Cap Value Portfolio. The U.S. Targeted Value Portfolio and the U.S. Small Cap Value Portfolio generally will pursue their investment objective by investing directly in securities of U.S. companies. Ordinarily, each of the Large Cap Value Series, U.S. Small Cap Value Portfolio and the U.S. Targeted Value Portfolio will invest its assets in a broad and diverse group of readily marketable securities of U.S. companies which the Advisor determines to be value stocks at the time of purchase. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value (a book to market ratio). In assessing value, the Advisor 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 Advisor uses for assessing value are subject to change from time to time.
The Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio will purchase securities that are listed on the U.S. national securities exchanges or traded on the over-the-counter market. Each of the Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio uses a market capitalization weighted approach. See Market Capitalization Weighted Approach in this Prospectus.
On not less than a semi-annual basis, for each of the Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio, the Advisor will calculate book to market ratios and review total market capitalization to determine those companies whose stock may be eligible for investment.
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Generally, the Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio do not intend to purchase or sell securities based on the prospects for the economy, the securities markets or the individual issuers whose shares are eligible for purchase.
The Large Cap Value Series may sell portfolio securities when the issuers market capitalization falls below that of the issuer with the minimum market capitalization that is then eligible for purchase by that Series. Each of the U.S. Targeted Value Portfolio and the U.S. Small Cap Value Portfolio may sell portfolio securities when the issuers market capitalization increases to a level that exceeds that of the issuer with the largest market capitalization that is then eligible for investment by that Portfolio.
In addition, the Large Cap Value Series may sell portfolio securities when their book to market ratios fall below those of the security with the lowest such ratio that is then eligible for purchase by that Series. The U.S. Targeted Value Portfolio and the U.S. Small Cap Value Portfolio may also sell portfolio securities in the same circumstances, however, each of these funds may retain securities of issuers with relatively smaller market capitalizations for longer periods, despite a decrease in the issuers book to market ratios.
The total market capitalization ranges, and the value criteria used by the Advisor for the Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio, as described above, generally apply at the time of purchase by the Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio. Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio are not required to dispose of a security if the securitys issuer is no longer within the total market capitalization range or does not meet current value criteria. Similarly, the Advisor is not required to sell a security even if the decline in the market capitalization reflects a serious financial difficulty or potential or actual insolvency of the company. Securities that do meet the market capitalization and/or value criteria nevertheless may be sold at any time when, in the Advisors judgment, circumstances warrant their sale. See Portfolio TransactionsAll Portfolios in this Prospectus.
The Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio each may 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. In addition to money market instruments and other short-term investments, the U.S. Large Cap Value Series, U.S. Small Cap Value Portfolio and U.S. Targeted Value Portfolio each may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
U.S. Core Equity 2 Portfolio
U.S. Vector Equity Portfolio
The investment objective of the U.S. Core Equity 1 Portfolio, the U.S. Core Equity 2 Portfolio and U.S. Vector Equity Portfolio is to achieve long-term capital appreciation.
The U.S. Core Equity 1 Portfolio, the U.S. Core Equity 2 Portfolio and the U.S. Vector Equity Portfolio each seeks to achieve its investment objective by purchasing a broad and diverse group of securities of U.S. companies with an increased exposure to small capitalization and value companies relative to the U.S. Universe. While both the U.S. Core Equity 1 Portfolio and the U.S. Core Equity 2 Portfolio (the U.S. Core Portfolios) seek increased exposure to small capitalization and value companies, U.S. Core Equity 2 Portfolios emphasis on small capitalization and value companies is greater than that of U.S. Core Equity 1 Portfolio. The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the NYSE, NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , and such other U.S. national securities exchanges deemed appropriate by the Advisor (U.S. Universe). The increased exposure to small and value companies may be achieved by decreasing the allocation of a Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe, which would result in a greater weight allocation to small capitalization and value companies. Additionally, for the U.S. Vector Equity Portfolio, increased exposure to small and value companies may be achieved by avoiding purchases in that segment of the market represented by the largest U.S. growth companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are
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considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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 Advisor may also adjust the representation in the U.S. Core Portfolios or the U.S. Vector Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The U.S. Core Portfolios and the U.S. Vector Equity Portfolio will purchase securities that are listed on the NYSE, NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor.
The U.S. Core Equity 1 Portfolio, The U.S. Core Equity 2 Portfolio and U.S. Vector Equity Portfolio each may 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. In addition to money market instruments and other short-term investments, each Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
U.S. Micro Cap Portfolio
Each of the U.S. Small Cap Portfolio and the U.S. Micro Cap Portfolio (the U.S. Small Company Portfolios) has an investment objective to achieve long-term capital appreciation. The U.S. Small Company Portfolios provide investors with access to securities portfolios consisting of small U.S. companies. Company size will be determined for purposes of the U.S. Small Company Portfolios on the basis of a companys market capitalization, which will be calculated by multiplying the price of a companys stock by the number of its shares of outstanding common stock.
As of the date of this Prospectus, for purposes of the U.S. Small Cap Portfolio, the Advisor considers small cap companies to be companies whose market capitalizations are generally in the lowest 10% of total market capitalization or companies whose market capitalizations are smaller than the 1,000th largest U.S. company, whichever results in the higher market capitalization break. The U.S. Small Cap Portfolio also may purchase securities of foreign issuers that are traded in the U.S. securities markets, but such investments may not exceed 5% of the gross assets of the Portfolio. Generally, it is the intention of the Portfolio to purchase securities of eligible companies using a market capitalization weighted approach. See Portfolio ConstructionSmall Company Funds . In addition, the U.S. Small Cap Portfolio is authorized to purchase private placements of interest-bearing debentures that are convertible into common stock (privately placed convertible debentures). Such investments are considered illiquid and the value thereof, together with the value of all other illiquid investments, may not exceed 15% of the value of the U.S. Small Cap Portfolios net assets at the time of purchase.
As of the date of this Prospectus, for purposes of the U.S. Micro Cap Portfolio, the Advisor 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 1,500th largest U.S. company, whichever results in the higher market capitalization break. The U.S. Micro Cap Portfolio may purchase securities of foreign issuers which are traded in the U.S. securities markets, but such investments may not exceed 5% of the gross assets of the Portfolio. There is some overlap in the companies in which the U.S. Micro Cap Portfolio and the U.S. Small Cap Portfolio invest. Generally, it is the intention of the Portfolio to purchase the stock of eligible companies using a market capitalization weighted approach. See Portfolio ConstructionSmall Company Funds . The U.S. Micro Cap Portfolio is authorized to invest in privately placed convertible debentures, and the value thereof, together with the value of all other illiquid investments, may not exceed 10% of the value of the Portfolios net assets at the time of purchase.
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For the discussion of portfolio construction and portfolio transactions for the U.S. Small Company Portfolios, see Portfolio ConstructionSmall Company Funds .
Each U.S. Small Company Portfolio may 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. In addition to money market instruments and other short-term investments, each U.S. Small Company Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
DFA Real Estate Securities Portfolio
The investment objective of the DFA Real Estate Securities Portfolio is to achieve long-term capital appreciation. The DFA Real Estate Securities Portfolio will concentrate investments in readily marketable equity securities of companies whose principal activities include ownership, management, development, construction, or sale of residential, commercial or industrial real estate.
The DFA Real Estate Securities Portfolio will purchase shares of real estate investment trusts (REITs). REITs and REIT-like entities pool investors funds for investment primarily in income producing real estate or real estate related loans or interests. A REIT is not taxed on income distributed 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 gains) for each taxable year. REITs can generally be classified as Equity REITs, Mortgage REITs and 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 Portfolio intends to invest only in Hybrid REITs and Equity REITs.
On at least a semi-annual basis, the Advisor will identify a schedule of eligible investments consisting of equity securities of companies in the real estate industry described above. It is the intention of the Portfolio to invest in the securities of eligible companies using a market capitalization weighted approach. See Market Capitalization Weighted Approach .
While a companys stock may meet the applicable criteria described above, the stock may not be purchased by the DFA Real Estate Securities Portfolio if, at the time of purchase, in the judgment of the Advisor, the issuer is in extreme financial difficulty or 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 a significant portion of the issuers securities are closely held or if the Advisor determines, in its judgment, that the purchase of such stock is inappropriate given other conditions.
If securities must be sold in order to obtain funds to make redemption payments, such securities may be repurchased by the DFA Real Estate Securities Portfolio, as additional cash becomes available to it. However, the Portfolio has retained the right to borrow to make redemption payments and is also authorized to redeem its shares in kind. See REDEMPTION OF SHARES . Further, because the securities of certain companies whose shares are eligible for purchase are thinly traded, the Portfolio might not be able to purchase the number of shares that strict 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 the DFA Real Estate Securities Portfolio do pay dividends. It is anticipated, therefore, that the Portfolio will receive dividend income. Periodically, the Advisor may expand the investments eligible for the Portfolio 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.
The DFA Real Estate Securities Portfolio may 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. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and
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unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
Approved Markets. As of the date of this Prospectus, the countries listed in the following tables for each international Feeder Portfolio and its corresponding Master Fund (an International Master Fund) and each non-Feeder Portfolio are designated as Approved Markets for which the International Master Fund or Portfolio is authorized to invest. The Advisor will determine in its discretion when and whether to invest in countries that have been authorized as Approved Markets, depending on a number of factors, such as asset growth in a Master Fund/Portfolio and characteristics of each countrys markets. The Investment Committee of the Advisor also may designate other countries as Approved Markets for investment in the future, in addition to the countries listed in the tables. Also, an International Master Fund or Portfolio may continue to hold investments in countries that are not currently designated 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 Markets. Emerging Markets approved for investment may include countries in an earlier stage of development that are sometimes referred to as frontier markets.
Countries |
Large Cap
Portfolio |
DFA
International
Portfolio &
DFA
|
International
Core Equity Portfolio |
Japanese
&
|
Asia Pacific
&
Small
|
Canadian
Small Company Series |
U.K. Small
&
|
Continental
Small Company Portfolio & Continental Small Company Series |
DFA
International Small Cap Value Portfolio |
International
Vector Equity Portfolio |
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Australia | Invests | Invests | Invests | | Invests | | | | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Austria | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Belgium | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Canada | Invests | Invests | Invests | | | Invests | | | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Denmark | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Finland | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
France | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Germany | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Hong Kong | Invests | Invests | Invests | | Invests | | | | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Ireland | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Israel | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Italy | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Japan | Invests | Invests | Invests | Invests | | | | | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Netherlands | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
New Zealand | Invests | Invests | Invests | | Invests | | | | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Norway | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Portugal | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Singapore | Invests | Invests | Invests | | Invests | | | | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Spain | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Sweden | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
Switzerland | Invests | Invests | Invests | | | | | Invests | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
United Kingdom | Invests | Invests | Invests | | | | Invests | | Invests | Invests | ||||||||||||||||||||||||||||||||||||||||
United States | | | | | | | | | | |
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Countries |
Emerging
Markets Portfolio & Emerging Markets Series |
Emerging
Markets Value Portfolio & Emerging Markets Value Fund |
Emerging
Markets Small Cap Portfolio & Emerging Markets Small Cap Series |
Emerging
Markets Core Equity Portfolio |
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Brazil | Invests | Invests | Invests | Invests | ||||||||||||||||
Chile | Invests | Invests | Invests | Invests | ||||||||||||||||
China | Invests | Invests | Invests | Invests | ||||||||||||||||
Colombia | Invests | Invests | Invests | Invests | ||||||||||||||||
Czech Republic | Invests | Invests | | Invests | ||||||||||||||||
Egypt | Invests | | | Invests | ||||||||||||||||
Greece | Invests | Invests | Invests | Invests | ||||||||||||||||
Hungary | Invests | Invests | Invests | Invests | ||||||||||||||||
India | Invests | Invests | Invests | Invests | ||||||||||||||||
Indonesia | Invests | Invests | Invests | Invests | ||||||||||||||||
Malaysia | Invests | Invests | Invests | Invests | ||||||||||||||||
Mexico | Invests | Invests | Invests | Invests | ||||||||||||||||
Peru | Invests | | | Invests | ||||||||||||||||
Philippines | Invests | Invests | Invests | Invests | ||||||||||||||||
Poland | Invests | Invests | Invests | Invests | ||||||||||||||||
Russia | Invests | Invests | | Invests | ||||||||||||||||
South Africa | Invests | Invests | Invests | Invests | ||||||||||||||||
South Korea | Invests | Invests | Invests | Invests | ||||||||||||||||
Taiwan | Invests | Invests | Invests | Invests | ||||||||||||||||
Thailand | Invests | Invests | Invests | Invests | ||||||||||||||||
Turkey | Invests | Invests | Invests | Invests |
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Developed and Emerging Markets
Countries |
DFA
International Real Estate Securities Portfolio |
DFA Global
Real Estate Securities Portfolio |
World EX
U.S. Value Portfolio |
World EX
U.S. Targeted Value Portfolio |
World EX
U.S. Core Equity Portfolio |
World
Core Equity Portfolio |
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Belgium | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
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Ireland | Authorized | Authorized | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
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Netherlands | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
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Singapore | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
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Switzerland | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
United Kingdom | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
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Chile | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
China | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Colombia | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Czech Republic | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Egypt | | | | | Invests | Invests | ||||||||||||||||||||||||
Greece | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Hungary | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
India | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Indonesia | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Malaysia | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Mexico | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Peru | | | | | Invests | Invests | ||||||||||||||||||||||||
Philippines | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Poland | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Russia | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
South Africa | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
South Korea | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Taiwan | Invests | Invests | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Thailand | | | Invests | Invests | Invests | Invests | ||||||||||||||||||||||||
Turkey | Invests | Invests | Invests | Invests | Invests | Invests |
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The International Master Funds and Portfolios invest in securities of Approved Markets (as identified in the tables above) 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 Depositary Receipts, Global Depositary Receipts, American Depositary Receipts, or other types of depositary receipts (including non-voting depositary receipts) or may be listed on bona fide securities exchanges in more than one country. An International Master Fund or Portfolio will consider for purchase securities that are associated with an Approved Market, and 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, its agencies or instrumentalities, or the central bank of such country or territory; (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 securities of Approved Markets or derivative instruments that derive their value from securities of Approved Markets; or (h) securities included in the Portfolios benchmark index. Securities of Approved Markets may include securities of companies that have characteristics and business relationships common to companies in other countries or regions. As a result, the value of the securities of such companies may reflect economic and market forces in such other countries or regions as well as in the Approved Markets. The Advisor, however, will select only those companies that, in its view, have sufficiently strong exposure to economic and market forces in Approved Markets. For example, the Advisor may invest in companies organized and located in the United States or other countries or regions outside of Approved Markets, including companies having their entire production facilities outside of Approved Markets, when such companies meet the criteria discussed above to be considered associated with Approved Markets.
Large Cap International Portfolio
The investment objective of the Large Cap International Portfolio is to achieve long-term capital appreciation by investing in securities of non-U.S. large companies. Under normal market conditions, the Large Cap International Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries. The Large Cap International Portfolio invests its assets in securities of companies associated with Approved Markets (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ).
The Large Cap International Portfolio intends to purchase securities of large companies in Europe, Australia, Canada, Israel and the Far East. The Advisor 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 Advisor first ranks eligible companies listed on selected exchanges based on the companies market capitalizations. The Advisor then determines the universe of eligible securities by defining the minimum market capitalization of a large company that may be purchased by the Large Cap International Portfolio with respect to each country or region. As of December 31, 2016, for the Large Cap International Portfolio, the lowest minimum market capitalization of a large company in any country or region in which the Large Cap International Portfolio invests was $[ ] million. This threshold will vary by country or region. For example, as of December 31, 2016, the Advisor considered a large company in the European Monetary Union (the EMU) to have a market capitalization of at least $[ ] million, a large company in Norway to have a market capitalization of at least $[ ] million, and a large company in Switzerland to have a market capitalization of at least $[ ] million. These dollar amounts will change due to market conditions.
The Advisor may consider a companys size, value, and/or profitability relative to other eligible companies when making investment decisions for the Large Cap International Portfolio. In assessing value, the Advisor may consider factors such as a companys book value in relation to its market value, as well as price to cash flow or price to earnings ratios. In assessing profitability, the Advisor may consider factors such as that of earnings or profits from operations relative to book value or assets. The criteria the Advisor uses for assessing value or profitability are subject to change from time to time. The Advisor may also adjust the representation in the Large Cap International Portfolio of an eligible company, or exclude a company, after considering such factors as free
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float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. The weightings of certain companies and countries in the Large Cap International Portfolio may vary from their weightings in international indices, such as those published by FTSE International, MSCI or Citigroup.
The Large Cap International Portfolio does not seek current income as an investment objective and investments will not be based upon an issuers dividend payment policy or record. However, many of the companies whose securities will be included in the Portfolio do pay dividends. It is anticipated, therefore, that the Large Cap International Portfolio will receive dividend income.
The Large Cap International Portfolio 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. In addition to money market instruments and other short-term investments, the Large Cap International Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
DFA International Value Portfolio
The investment objective of the DFA International Value Portfolio is to achieve long-term capital appreciation. The DFA International Value Portfolio invests substantially all of its assets in The DFA International Value Series of the Trust (the International Value Series), which has the same investment objective and policies as the Portfolio. The International Value Series seeks to achieve its objective by purchasing securities of large non-U.S. companies that the Advisor determines to be value stocks at the time of purchase. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing value, the Advisor 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 Advisor uses for assessing value are subject to change from time to time.
Under normal market conditions, the International Value Series intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries. The International Value Series invests its assets in securities of companies associated with Approved Markets (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ).
In the countries or regions authorized for investment, the Advisor first ranks eligible companies listed on selected exchanges based on the companies market capitalizations. The Advisor then determines the universe of eligible securities by defining the minimum market capitalization of a large company that may be purchased by the International Value Series with respect to each country or region. As of December 31, 2016, for the DFA International Value Series, the lowest minimum market capitalization of a large company in any country or region in which the DFA International Value Series invests was $[ ] million. This threshold will vary by country or region. For example, as of December 31, 2016, the Advisor considered a large company in the EMU to have a market capitalization of at least $[ ] million, a large company in Norway to have a market capitalization of at least $[ ] million, and a large company in Switzerland to have a market capitalization of at least $[ ] million. These dollar amounts will change due to market conditions.
The International Value Series intends to purchase securities within each applicable country using a market capitalization weighted approach. The Advisor, using this approach and its judgment, will seek to set country weights based on the relative market capitalization of eligible large companies within each country. See Market Capitalization Weighted Approach . The weightings of countries in the International Value Series may vary from their weightings in international indices, such as those published by FTSE International, MSCI or Citigroup.
The International Value Series does not seek current income as an investment objective and investments will not be based upon an issuers dividend payment policy or record. However, many of the companies whose securities will be included in the International Value Series do pay dividends. It is anticipated, therefore, that the International Value Series will receive dividend income.
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The International Value Series 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. In addition to money market instruments and other short-term investments, the International Value Series may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
International Core Equity Portfolio
The investment objective of the International Core Equity Portfolio is to achieve long-term capital appreciation. The International Core Equity Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of non-U.S. companies with an increased exposure to small capitalization and value companies relative to the International Universe. For purposes of the International Core Equity Portfolio, the Advisor defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets that have been authorized for investment by the Advisors Investment Committee (International Universe). See International Portfolios Approved Markets . The increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the International Core Equity Portfolios assets to the largest growth companies relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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 Advisor may also adjust the representation in the International Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
Under normal market conditions, the International Core Equity Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries.
The International Core Equity Portfolio 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. In addition to money market instruments and other short-term investments, the International Core Equity Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
International Small Company Portfolios
The International Small Company Portfolio is a fund of funds, which means that it uses assets to purchase other mutual funds (the Underlying Funds). The International Small Company Portfolio and The Canadian Small Company Series (the Canadian Small Company Series), The Japanese Small Company Series (the Japanese Small Company Series), The Asia Pacific Small Company Series (the Asia Pacific Small Company Series), The United Kingdom Small Company Series (the United Kingdom Small Company Series) and The Continental Small Company Series (the Continental Small Company Series) of the Trust (the latter five being referred to hereinafter as the Underlying Funds) each have an investment objective to achieve long-term capital appreciation. The Portfolios that invest in such Underlying Funds (the International Small Company Portfolios) provide investors with access to securities portfolios consisting of small Canadian, Japanese, United Kingdom, European (including the Mediterranean) and Asia Pacific companies. Company size will be determined for purposes of these Portfolios and Underlying Funds on the basis of a companys market capitalization, which will be calculated by multiplying the number of outstanding shares of the company by the price per share of the companys stock.
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International Small Company Portfolio
The International Small Company Portfolio seeks to achieve its investment objective by investing virtually all of its assets in Underlying Funds, in such relative proportions as determined by the Advisor from time to time. For a complete description of the investment objectives and policies, portfolio structure and transactions for each Underlying Fund, see International Small Company Portfolio The Canadian Small Company Series ; International Small Company Portfolios Japanese Small Company Portfolio; Asia Pacific Small Company Portfolio; United Kingdom Small Company Portfolio; and Continental Small Company Portfolio . The International Small Company Portfolio is designed for investors who wish to achieve their investment objective of capital appreciation by participating in the investment performance of a broad range of equity securities of Canadian, Japanese, United Kingdom, European (including the Mediterranean) and Asia Pacific small companies.
As of the date of this Prospectus, the International Small Company Portfolio invests in the shares of the Underlying Funds within the following percentage ranges:
Underlying Funds | Investment Range | ||||
Canadian Small Company Series | 0-20% | ||||
Japanese Small Company Series | 10-35% | ||||
Asia Pacific Small Company Series | 0-25% | ||||
United Kingdom Small Company Series | 10-30% | ||||
Continental Small Company Series | 25-50% |
The allocation of the assets of International Small Company Portfolio to be invested in the Underlying Funds will be determined by the Advisor on at least a semi-annual basis. In setting the target allocation, the Advisor will first consider the market capitalizations of all eligible companies in each of the Underlying Funds. The Advisor will calculate the market capitalizations for each Underlying Fund in the manner described below for the Canadian Small Company Series and for each other Underlying Fund under International Small Company Portfolios Japanese Small Company Portfolio; Asia Pacific Small Company Portfolio; United Kingdom Small Company Portfolio; Continental Small Company Portfolio . Periodically, the Advisor will review the allocations for the International Small Company Portfolio in each Underlying Fund and may adjust allocations to the Underlying Funds or may add or remove Underlying Funds in the Portfolio without notice to shareholders. As a non-fundamental policy, under normal circumstances, the International Small Company Portfolio, through its investments in the Underlying Funds, will invest at least 80% of its net assets in securities of small companies.
The Canadian Small Company Series. The Canadian Small Company Series generally will purchase a broad and diverse group of readily marketable securities of Canadian small companies. The Canadian Small Company Series invests in securities of companies associated with Canada, which is the Canadian Small Company Series Approved Market (For a description of the securities approved for investment, see International Portfolios Approved Markets ), listed or traded in the form of European Depositary Receipts, Global Depositary Receipts, American Depositary Receipts or other types of depositary receipts (including non-voting depositary receipts) or dual listed securities. The Advisor measures company size based primarily on market capitalization. The Advisor first ranks eligible companies by market capitalization. The Advisor then determines the universe of eligible securities by defining the maximum market capitalization of a small company in Canada. As of December 31, 2016, the Advisor considered Canadian small companies to be those companies with a market capitalization of $[ ] million or below. This dollar amount will change due to market conditions. As a non-fundamental policy, under normal circumstances, the Canadian Small Company Series will invest at least 80% of its net assets in securities of Canadian small companies.
The Advisor 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 Small Company Series intends to invest in stock of eligible companies using a market capitalization weighted approach. See Portfolio ConstructionSmall Company Funds .
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The Canadian Small Company Series may invest in exchange-traded funds (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 Small Company Series may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
Japanese Small Company Portfolio
The Japanese Small Company Portfolio invests all of its assets in the Japanese Small Company Series, which has the same investment objective and policies as the Portfolio. The Japanese Small Company Series generally will purchase a broad and diverse group of readily marketable securities of Japanese small companies. The Japanese Small Company Series invests in securities of companies associated with Japan, which is the Japanese Small Company Series Approved Market (For a description of the securities approved for investment, see International Portfolios Approved Markets ). The Advisor measures company size based primarily on market capitalization. The Advisor first ranks eligible companies by market capitalization. The Advisor then determines the universe of eligible securities by defining the maximum market capitalization of a small company in Japan. As of December 31, 2016, the Advisor considered Japanese small companies to be those companies with a market capitalization below $[ ] million. This dollar amount will change due to market conditions. As a non-fundamental policy, under normal circumstances, the Japanese Small Company Series will invest at least 80% of its net assets in securities of Japanese small companies.
The Advisor 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 Small Company Series intends to invest in the stock of eligible companies using a market capitalization weighted approach. See Portfolio ConstructionSmall Company Funds .
The Japanese Small Company Series may invest in exchange-traded funds (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 Small Company Series may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Series cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
Asia Pacific Small Company Portfolio
The Asia Pacific Small Company Portfolio invests all of its assets in the Asia Pacific Small Company Series, which has the same investment objective and policies as the Portfolio. The Asia Pacific Small Company Series generally will purchase securities of a broad and diverse group of small companies located in Australia, New Zealand and Pacific Rim Asian countries. The Asia Pacific Small Company Series invests in securities of companies associated with Approved Markets (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ). The Advisor measures company size on a country specific basis and based primarily on market capitalization. In the countries authorized for investment, the Advisor first ranks eligible companies based on the companies market capitalizations. The Advisor 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 Small Company Series with respect to each country authorized for investment. As of December 31, 2016, for the Asia Pacific Small Company Series, the highest maximum market capitalization of a small company in any country in which the Asia Pacific Small Company Series invests was $[ ] million. This threshold will vary by country. As of December 31, 2016, the Advisor considered Asia Pacific small companies to be those companies with a market capitalization below $[ ] million in Australia, $[ ] million in Hong Kong, $[ ] million in New Zealand and $[ ] million in Singapore. These dollar amounts will change due to market conditions. As a non-fundamental policy, under normal circumstances, the Asia Pacific Small Company 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.
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The Advisor 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 Small Company Series intends to invest in eligible companies using a market capitalization weighted approach. The Advisor may, in its discretion, either limit further investments in a particular country or divest the Asia Pacific Small Company Series of holdings in a particular country. See Portfolio ConstructionSmall Company Funds.
The Asia Pacific Small Company Series may invest in exchange-traded funds (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 Small Company Series may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
United Kingdom Small Company Portfolio
The United Kingdom Small Company Portfolio invests all of its assets in the United Kingdom Small Company Series, which has the same investment objective and policies as the Portfolio. The United Kingdom Small Company Series generally will purchase a broad and diverse group of readily marketable securities of United Kingdom small companies. The United Kingdom Small Company Series invests in securities of companies associated with the United Kingdom, which is the United Kingdom Small Company Series Approved Market (For a description of the securities approved for investment, see International Portfolios Approved Markets ). The Advisor measures company size based primarily on the market capitalization of companies in the United Kingdom. The Advisor first ranks eligible companies by market capitalization. The Advisor then determines the universe of eligible securities by defining the maximum market capitalization of a small company in the United Kingdom. As of December 31, 2016, the Advisor considered United Kingdom small companies to be those companies with a market capitalization below $[ ] million. This dollar amount will change due to market conditions. As a non-fundamental policy, under normal circumstances, the United Kingdom Small Company Series will invest at least 80% of its net assets in securities of United Kingdom small companies.
The Advisor will also establish a minimum market capitalization that a company must meet in order to be considered for purchase, which minimum will change due to market conditions. The United Kingdom Small Company Series intends to invest in stock of eligible companies using a market capitalization weighted approach. See Portfolio ConstructionSmall Company Funds .
The United Kingdom Small Company Series may invest in exchange-traded funds (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 Small Company Series may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
Continental Small Company Portfolio
The Continental Small Company Portfolio invests all of its assets in the Continental Small Company Series, which has the same investment objective and policies as the Portfolio. The Continental Small Company Series generally will purchase readily marketable securities of a broad and diverse group of small European companies. The Series also may invest in up to 20% of its net assets in small companies associated with non-European countries that the Advisor has identified as authorized for investment. The Continental Small Company Series invests in securities of companies associated with Approved Markets (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ). The Advisor 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 Advisor first ranks eligible companies listed on selected exchanges based on the companies market capitalizations. The Advisor then determines the universe of eligible securities by defining the maximum market capitalization of a small company that may be purchased by the Continental Small Company
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Series with respect to each country or region. As of December 31, 2016, for the Continental Small Company Series, the highest maximum market capitalization of a small company in any country or region in which the Continental Small Company Series invests was $[ ] million. This threshold will vary by country or region. For example, as of December 31, 2016, the Advisor considered a small company in the EMU to have a market capitalization below $[ ] million, a small company in Norway to have a market capitalization below $[ ] million, and a small company in Switzerland to have a market capitalization below $[ ] million. These dollar amounts will change due to market conditions. As a non-fundamental policy, under normal circumstances, the Continental Small Company Series will invest at least 80% of its net assets in securities of small companies located in continental Europe.
The Advisor 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 Small Company Series intends to invest in the stock of eligible companies using a market capitalization weighted approach. The Advisor may in its discretion either limit further investments in a particular country or divest the Continental Small Company Series of holdings in a particular country. See Portfolio ConstructionSmall Company Funds .
The Continental Small Company Series may invest in exchange-traded funds (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 Small Company Series may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
DFA International Real Estate Securities Portfolio
The investment objective of the DFA International Real Estate Securities Portfolio is to achieve long-term capital appreciation. The Portfolio will concentrate its investments in a broad and diverse set of securities of non-U.S. companies principally engaged in the real estate industry with a particular focus on non-U.S. REITs and companies the Advisor considers to be REIT-like entities. The DFA International Real Estate Securities Portfolio considers a company to be principally engaged in the real estate industry if the companys principal activities include ownership, management, development, construction, or sale of residential, commercial or industrial real estate. REITs and 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.
Under normal market conditions, the DFA International Real Estate Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries. The DFA International Real Estate Securities Portfolio purchases non-U.S. real estate securities of companies associated with Approved Markets (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ).
On at least a semi-annual basis, the Advisor will identify a schedule of eligible investments consisting of equity securities of non-U.S. companies in the real estate industry as described above. It is the intention of the DFA International Real Estate Securities Portfolio to invest in the securities of eligible companies generally using a market capitalization weighted approach to determine individual security weights and country weights. See Market Capitalization Weighted Approach . The use of a market capitalization weighted approach may result in the Portfolio having more than 25% of its assets in companies located in a single country.
While a companys stock may meet the applicable criteria described above, the stock may not be purchased by the DFA International Real Estate Securities Portfolio if, in the judgment of the Advisor, the issuer is in extreme financial difficulty or 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 a significant portion of the issuers securities are closely held or if the Advisor determines, in its judgment, that the purchase of such stock is inappropriate given other conditions.
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If securities must be sold in order to obtain funds to make redemption payments, such securities may be repurchased by the DFA International Real Estate Securities Portfolio, as additional cash becomes available to the Portfolio. However, the Portfolio has retained the right to borrow to make redemption payments and also is authorized to redeem its shares in kind. See REDEMPTION OF SHARES . Further, because the securities of certain companies whose shares are eligible for purchase are thinly traded, the Portfolio might not be able to purchase the number of shares that would otherwise be purchased using strict market capitalization weighting.
Investments will not be based upon an issuers dividend payment policy or record. However, many of the companies whose securities will be included in the DFA International Real Estate Securities Portfolio do pay dividends. It is anticipated, therefore, that the Portfolio will receive dividend income. Periodically, the Advisor may expand the investments eligible for the DFA International Real Estate Securities Portfolio to include equity securities of eligible companies and additional countries to respond to market events, new listings and/or new legal structures in non-U.S. markets, among others.
The DFA International Real Estate Securities Portfolio may invest in exchange-traded funds (ETFs) and similarly structured pooled investments that provide exposure to equity markets, including the United States, both within and outside the real estate industry, and for the purposes of gaining exposure to the equity markets, while maintaining liquidity. In addition to money market instruments and other short-term investments, the DFA International Real Estate Securities Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
DFA Global Real Estate Securities Portfolio
The investment objective of the DFA Global Real Estate Securities Portfolio is to achieve long-term capital appreciation. The DFA Global Real Estate Securities Portfolio seeks to achieve exposure to a broad portfolio of securities of U.S. and non-U.S. companies in the real estate industry, with a focus on REITs or companies that the Advisor considers to be REIT-like entities. The DFA Global Real Estate Securities Portfolio may pursue its investment objective by investing its assets in the DFA Real Estate Securities Portfolio, DFA International Real Estate Securities Portfolio (the Underlying Funds), and/or directly in securities of companies in the real estate industry. For a complete description of the investment objectives and policies, portfolio structure and transactions for each of the Underlying Funds, see DFA Real Estate Securities Portfolio and the DFA International Real Estate Securities Portfolio .
The DFA Global Real Estate Securities Portfolio and each Underlying Fund may enter into futures contracts and options on futures contracts for equity securities and indices, and such investments may or may not provide exposure to the real estate industry. The DFA Global Real Estate Securities Portfolio and each Underlying Fund may invest in exchange-traded funds (ETFs) and similarly structured pooled investments that provide exposure to equity markets, including the United States, both within and outside the real estate industry, and for the purposes of gaining exposure to the equity markets, while maintaining liquidity. In addition to money market instruments and other short-term investments, the DFA Global Real Estate Securities Portfolio and each Underlying Fund may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
On at least a semi-annual basis, the Advisor will identify a schedule of eligible investments consisting of equity securities of all companies in the real estate industry eligible for investment by the DFA Global Real Estate Securities Portfolio and each Underlying Fund. It is the intention of the DFA Global Real Estate Securities Portfolio and each Underlying Fund to invest in the securities of eligible companies using a market capitalization weighted approach to determine security weights and country weights. See Market Capitalization Weighted Approach .
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DFA International Small Cap Value Portfolio
The investment objective of the DFA International Small Cap Value Portfolio is to achieve long-term capital appreciation. The DFA International Small Cap Value Portfolio seeks to achieve its objective by purchasing the securities of small, non-U.S. companies that the Advisor determines to be value stocks at the time of purchase. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing value, the Advisor 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 Advisor uses for measuring value are subject to change from time to time.
The DFA International Small Cap Value Portfolio intends to purchase securities of small companies in countries with developed markets. Under normal market conditions, the DFA International Small Cap Value Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries. The DFA International Small Cap Value Portfolio invests its assets in securities of companies associated with Approved Markets (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ).
The DFA International Small Cap Value Portfolio intends to invest in the stock of eligible companies using a market capitalization weighted approach. The Advisor, using this approach and its judgment, will seek to set country weights based on the relative market capitalizations of eligible small companies within each country. See Market Capitalization Weighted Approach . The weightings of countries in the DFA International Small Cap Value Portfolio may vary from their weightings in international indices, such as those published by FTSE International, MSCI or Citigroup.
The DFA International Small Cap Value Portfolio does not seek current income as an investment objective and investments will not be based upon an issuers dividend payment policy or record. However, many of the companies whose securities will be included in the Portfolio do pay dividends. It is anticipated, therefore, that the Portfolio will receive dividend income.
The DFA International Small Cap Value Portfolio 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. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
International Vector Equity Portfolio
The investment objective of the International Vector Equity Portfolio is to achieve long-term capital appreciation. The International Vector Equity Portfolios investment objective may be changed without shareholder approval.
The International Vector Equity Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of non-U.S. operating companies, with an increased exposure to small capitalization and value companies relative to the International Universe. For purposes of the International Vector Equity Portfolio, the Advisor defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies associated with developed markets that have been authorized for investment by the Advisors Investment Committee (International Universe). See International Portfolios Approved Markets .
An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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 Advisor may also adjust the representation in the International Vector Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The criteria the Advisor uses for assessing growth and value are subject to change from time to time.
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The International Vector Equity Portfolio does not seek current income as an investment objective and investments will not be based upon an issuers dividend payment policy or record. However, many of the companies whose securities will be included in the Portfolio do pay dividends. It is anticipated, therefore, that the Portfolio will receive dividend income.
Under normal market conditions, the International Vector Equity Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries.
The International Vector Equity Portfolio may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the equity markets, including the U.S. equity market, while maintaining liquidity. In addition to money market instruments and other short-term investments, the International Vector Equity Portfolio may invest in affiliated and unaffiliated registered or unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
The investment objective of the World ex U.S. Value Portfolio is to achieve long-term capital appreciation. The World ex U.S. Value Portfolio is a fund of funds, which means that the Portfolio generally allocates its assets among other mutual funds managed by the Advisor though it also has the ability to invest directly in securities. The World ex U.S. Value Portfolio seeks to achieve exposure to a broad portfolio of securities of non-U.S. companies associated with countries with developed and emerging markets, which may include frontier markets (emerging markets in an earlier stage of development), that the Advisor believes to be value stocks at the time of purchase by primarily purchasing shares of The DFA International Value Series (the International Value Series), DFA International Small Cap Value Portfolio, and Dimensional Emerging Markets Value Fund (the Underlying Funds). For a complete description of the investment objectives and policies, portfolio structure and transactions for each of the Underlying Funds, see DFA International Value Portfolio , DFA International Small Cap Value Portfolio and Emerging Markets Value Portfolio .
Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing value, the Advisor 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 Advisor uses for assessing value are subject to change from time to time.
The World ex U.S. Value Portfolio typically allocates its investments among the Underlying Funds in the following manner: 50% to 80% in the International Value Series; 5% to 20% in the DFA International Small Cap Value Portfolio; and 10% to 30% in the Dimensional Emerging Markets Value Fund. The International Value Series and DFA International Small Cap Value Portfolio invest in the securities of eligible companies using a market capitalization weighted approach to determine security weights and country weights. See Market Capitalization Weighted Approach .
The Advisor will determine in its discretion when and whether to invest in markets that have been authorized as Approved Markets for each Underlying Fund, depending on a number of factors, such as asset growth in the Underlying Fund and characteristics of each such market. The Investment Committee of the Advisor also may authorize other markets for investment in the future, in addition to the Approved Markets identified above, or may remove one or more markets from the list of Approved Markets for an Underlying Fund. Also, an Underlying Fund may continue to hold investments in countries that are not currently designated 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 Markets. For a description of the securities approved for investment, see International Portfolios Approved Markets .
In addition to, or in place of, investments in the Underlying Funds, the World ex U.S. Value Portfolio also is permitted to invest directly in the same types of securities of companies that are described in this Prospectus as eligible investments for the Underlying Funds.
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The value criteria used by the Advisor, as described above, generally apply at the time of purchase by the World ex U.S. Value Portfolio or an Underlying Fund. The World ex U.S. Value Portfolio and Underlying Funds are not required to dispose of a security if the securitys issuer does not meet current value criteria. Similarly, the Advisor is not required to sell a security even if the decline in the market capitalization reflects a serious financial difficulty or potential or actual insolvency of the company. Securities which do meet the value criteria nevertheless may be sold at any time when, in the Advisors judgment, circumstances warrant their sale. See Portfolio TransactionsAll Portfolios .
The World ex U.S. Value Portfolio and each Underlying Fund may enter into futures contracts and options on futures contracts for equity securities and indices to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio or Underlying Fund. The World ex U.S. Value Portfolio and Underlying Funds do not intend to use derivatives for purposes of speculation or leveraging investment returns. The World ex U.S. Value Portfolio and each Underlying Fund may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purposes of gaining exposure to the equity markets, while maintaining liquidity. In addition to money market instruments and other short-term investments, the World ex U.S. Value Portfolio and each Underlying Fund may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
World ex U.S. Targeted Value Portfolio
The investment objective of the World ex U.S. Targeted Value Portfolio is to achieve long-term capital appreciation. The Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of mostly small and mid-sized non-U.S. companies associated with countries with developed and emerging markets, which may include frontier markets (emerging markets in an earlier stage of development), that the Advisor believes to be value stocks at the time of purchase and have been authorized for investment as Approved Markets by the Advisors Investment Committee. (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ).
Under normal market conditions, the World ex U.S. Targeted Value Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries.
The World ex U.S. Targeted Value Portfolio intends to purchase securities of small and mid-sized companies in countries with developed and emerging markets that the Advisor believes to be value stocks at the time of purchase. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing value, the Advisor 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 Advisor determines what constitutes a small or mid-sized company on a country- or region-specific basis and based primarily on market capitalization. The Advisor may adjust the representation in the World ex U.S. Targeted Value Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The World ex U.S. Targeted Value Portfolio may not invest in all such companies or Approved Markets described above, for reasons which include constraints imposed within Approved Markets (e.g., restrictions on purchases by foreigners), and the Portfolios policy not to invest more than 25% of its assets in any one industry.
In determining which emerging market countries are eligible markets for the World ex U.S. Targeted Value Portfolio, the Advisor 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, MSCI, and Citigroup. Approved emerging markets may not include all such emerging markets. In determining whether to approve emerging markets for investment, the Advisor 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 for the Portfolio.
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Even though a companys stock may meet the criteria for investment, a companys stock may not be included in the World ex U.S. Targeted Value Portfolio for one or more of a number of reasons. For example, in the Advisors judgment, the issuer may be considered to be in extreme financial difficulty or a material portion of its securities may be closely held and not likely available to support market liquidity. There will be the exercise of discretion and consideration by the Advisor in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.
The World ex U.S. Targeted Value Portfolio may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the equity markets, including the United States, while maintaining liquidity. The Portfolio also may use derivatives, such as futures contracts and options on futures contracts for equity securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
Consideration of Tax Implications.
When constructing its investment portfolio, the World ex U.S. Targeted Value Portfolio intends to consider federal tax implications when making investment decisions with respect to individual securities to seek to provide a tax advantage. When selling securities, the Portfolio typically will select the highest cost shares of the specific security in order to minimize the realization of capital gains. In certain cases, the highest cost shares may produce a short-term capital gain. Since short-term capital gains generally are taxed at higher tax rates than long-term capital gains, the highest cost shares with a long-term holding period may be disposed of instead. The Portfolio, when possible, will generally refrain from disposing of a security until the long-term holding period for capital gains for tax purposes has been satisfied. Additionally, the Portfolio, when consistent with its investment and tax policies, may sell securities in order to realize capital losses. Realized capital losses can be used to offset realized capital gains, thus reducing capital gains distributions. The Advisor may delay buying the stock of a company that meets applicable investment criteria in order to avoid dividend income, and may sell the stock of a company that meets applicable investment criteria in order to realize a capital loss. Also, the Portfolio may dispose of securities whenever the Advisor determines that disposition is consistent with the Portfolios tax and investment management strategies or is otherwise in the best interest of the Portfolio. As part of its investment decisions, the Advisor may also consider the effects of holding periods and securities lending, among other factors, that may affect the tax characteristics of the income received.
Although the Advisor intends to manage the World ex U.S. Targeted Value Portfolio in a manner that considers the effects of the realization of capital gains and taxable dividend income each year, the Portfolio may nonetheless distribute taxable gains and dividends to shareholders. Of course, realization of capital gains is not entirely within the Advisors control. Capital gains distributions may vary considerably from year to year. The Portfolio may be required to distribute taxable realized gains from a prior year, even if the Portfolio has a net realized loss for the year of distribution. Furthermore, the redeeming shareholders will be required to pay taxes on their capital gains, if any, on a redemption of the Portfolios shares, whether paid in cash or in kind, if the amount received on redemption is greater than the amount of the shareholders tax basis in the shares redeemed.
World ex U.S. Core Equity Portfolio
The investment objective of the World ex U.S. Core Equity Portfolio is to achieve long-term capital appreciation. The Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of non-U.S. companies with an increased exposure to small capitalization and value companies relative to the Non-U.S. Universe. For purposes of this Portfolio, the Advisor defines the Non-U.S. Universe as a market capitalization weighted portfolio of non-U.S. companies in developed and emerging markets, which may include frontier markets, that have been authorized for investment as Approved Markets by the Advisors Investment Committee. (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ).
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The increased exposure to small capitalization and value companies for the World ex U.S. Core Equity Portfolio may be achieved by decreasing the allocation of the Portfolios assets to the largest growth companies relative to their weight in the Non-U.S. Universe. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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 Advisor uses for assessing whether a company is a value company or growth company are subject to change from time to time.
The Advisor may adjust the representation in the World ex U.S. Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The World ex U.S. Core Equity Portfolio may not invest in all companies of an Approved Market or all Approved Markets as described above, for reasons which include constraints imposed within Approved Markets (e.g., restrictions on purchases by foreigners), and the Portfolios policy not to invest more than 25% of its assets in any one industry.
In determining which emerging market countries are eligible markets for the World ex U.S. Core Equity Portfolio, the Advisor 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, MSCI, and Citigroup. Approved Markets may not include all such emerging markets. In determining whether to approve emerging markets for investment, the Advisor 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 for the Portfolio.
Even though a companys stock may meet the criteria for investment, a companys stock may not be included in the World ex U.S. Core Equity Portfolio for one or more of a number of reasons. For example, in the Advisors judgment, the issuer may be considered to be in extreme financial difficulty or a material portion of its securities may be closely held and not likely available to support market liquidity. There will be the exercise of discretion and consideration by the Advisor in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.
The World ex U.S. Core Equity Portfolio may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the equity markets, including the United States, while maintaining liquidity. The Portfolio may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns. The Portfolio may engage in foreign currency transactions for the purposes of settling the Portfolios purchases and sales of foreign securities. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
The investment objective of the World Core Equity Portfolio is to achieve long-term capital appreciation. The World Core Equity Portfolio is a fund of funds, which means that the Portfolio generally allocates its assets among other mutual funds managed by the Advisor though it also has the ability to invest directly in securities. The World Core Equity Portfolio seeks to achieve exposure to a broad portfolio of securities of both U.S. companies and non-U.S. companies associated with countries with developed and emerging markets, which may include frontier markets (emerging markets in an earlier stage of development), by primarily purchasing shares of U.S. Core Equity 1 Portfolio, U.S. Large Company Portfolio, U.S. Large Cap Equity Portfolio, International Core Equity Portfolio, Large Cap International Portfolio, Emerging Markets Core Equity Portfolio and The Emerging
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Markets Series (the Underlying Funds). The World Core Equity Portfolio may have exposure to companies in all the market capitalization ranges. For a complete description of the investment objectives and policies, portfolio structure and transactions for each of the Underlying Funds, see U.S. Core Equity 1 Portfolio , U.S. Large Company Portfolio , U.S. Large Cap Equity Portfolio , International Core Equity Portfolio , Large Cap International Portfolio , Emerging Markets Core Equity Portfolio and Emerging Markets Portfolio .
Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing value, the Advisor 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 Advisor uses for assessing value are subject to change from time to time.
The World Core Equity Portfolio typically allocates its investments among the Underlying Funds in the following manner: 35% to 80% in the U.S. Core Equity 1 Portfolio, U.S. Large Cap Equity Portfolio and/or U.S. Large Company Portfolio; 15% to 55% in the International Core Equity Portfolio and/or Large Cap International Portfolio; and 5% to 20% in the Emerging Markets Core Equity Portfolio and/or The Emerging Markets Series.
The Advisor will determine in its discretion when and whether to invest in markets that have been authorized as Approved Markets for each Underlying Fund, depending on a number of factors, such as asset growth in the Underlying Fund and characteristics of each such market. The Investment Committee of the Advisor also may authorize other markets for investment in the future, in addition to the Approved Markets identified above, or may remove one or more markets from the list of Approved Markets for an Underlying Fund. Also, an Underlying Fund may continue to hold investments in countries that are not currently designated 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 Markets. For a description of the securities approved for investment, see International Portfolios Approved Markets .
In addition to, or in place of, investments in the Underlying Funds, the World Core Equity Portfolio also is permitted to invest directly in the same types of securities of companies that are described in this Prospectus as eligible investments for the Underlying Funds.
The value criteria used by the Advisor, as described above, generally apply at the time of purchase by the World Core Equity Portfolio or an Underlying Fund. The World Core Equity Portfolio and Underlying Funds are not required to dispose of a security if the securitys issuer does not meet current value criteria. Similarly, the Advisor is not required to sell a security even if the decline in the market capitalization reflects a serious financial difficulty or potential or actual insolvency of the company. Securities which do meet the value criteria nevertheless may be sold at any time when, in the Advisors judgment, circumstances warrant their sale. See Portfolio Transactions All Portfolios .
The World Core Equity Portfolio and each Underlying Fund may enter into futures contracts and options on futures contracts for equity securities and indices to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio or Underlying Fund. The World Core Equity Portfolio and Underlying Funds do not intend to use derivatives for purposes of speculation or leveraging investment returns. The World Core Equity Portfolio and each Underlying Fund may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purposes of gaining exposure to the equity markets, while maintaining liquidity. In addition to money market instruments and other short-term investments, the World Core Equity Portfolio and each Underlying Fund may invest in affiliated and unaffiliated registered and unregistered money market funds. The World Core Equity Portfolio and Underlying Funds may invest in such money market funds and other short-term investments to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
Selectively Hedged Global Equity Portfolio
The investment objective of the Selectively Hedged Global Equity Portfolio is to achieve long-term capital appreciation. The Selectively Hedged Global Equity Portfolio is a fund of funds, which means that the Portfolio generally allocates its assets among other mutual funds managed by the Advisor although it also has the ability to
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invest directly in securities and derivatives. The Selectively Hedged Global Equity Portfolio seeks to achieve exposure to a broad portfolio of securities of both U.S. companies and non-U.S. companies associated with countries with developed and emerging markets, including frontier markets (emerging markets in an earlier stage of development), by primarily purchasing shares of U.S. Core Equity 2 Portfolio, International Core Equity Portfolio and Emerging Markets Core Equity Portfolio (the Underlying Funds). For a complete description of the investment objectives and policies, portfolio structure and transactions for each of the Underlying Funds, see U.S. Core Equity 2 Portfolio , International Core Equity Portfolio and Emerging Markets Core Equity Portfolio .
The Selectively Hedged Global Equity Portfolio and each Underlying Fund also may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purposes of gaining exposure to the equity markets, while maintaining liquidity. In addition to money market instruments and other short-term investments, the Selectively Hedged Global Equity Portfolio and each Underlying Fund may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses. The Selectively Hedged Global Equity Portfolio and Underlying Funds may lend their portfolio securities to generate additional income.
In addition to, or in place of, investments in the Underlying Funds, the Portfolio also is permitted to invest directly in the same types of securities of companies that are as eligible investments for the Underlying Funds.
Emerging Markets Value Portfolio
Emerging Markets Small Cap Portfolio
Emerging Markets Core Equity Portfolio
The investment objective of the Emerging Markets Portfolio, the Emerging Markets Value Portfolio, the Emerging Markets Small Cap Portfolio, and the Emerging Markets Core Equity Portfolio is to achieve long-term capital appreciation. The Emerging Markets Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The Emerging Markets Series of the Trust (the Emerging Markets Series), which has the same investment objective and policies as the Portfolio. The Emerging Markets Small Cap Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The Emerging Markets Small Cap Series of the Trust (the Emerging Markets Small Cap Series), which has the same investment objective and policies as the Portfolio. The Emerging Markets Value Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, Dimensional Emerging Markets Value Fund (the Emerging Markets Value Fund), which has the same investment objective and policies as the Portfolio. The Emerging Markets Value Fund pursues its objective through investment primarily in emerging market equity securities. The Emerging Markets Series, the Emerging Markets Small Cap Series, and the Emerging Markets Value Fund are referred to collectively as the Emerging Markets Master Funds. Each of the Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolio seeks to achieve its investment objective by investing in companies associated with emerging markets, which may include frontier markets (emerging market countries in an earlier stage of development), designated as Approved Markets by the Investment Committee of the Advisor (For a description of the securities and countries approved for investment, see International Portfolios Approved Markets ). Each Emerging Markets Master Fund and the Emerging Markets Core Equity Portfolio invests its assets primarily in Approved Market equity securities listed on bona fide securities exchanges or actively traded on over-the-counter markets.
The Emerging Markets Value Fund seeks to achieve its objective by purchasing emerging market equity securities that are deemed by the Advisor to be value stocks at the time of purchase. Securities are considered value stocks primarily because they have a high book value in relation to their market value. In assessing value, the Advisor 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 Advisor uses for assessing value are subject to change from time to time.
The Emerging Markets Core Equity Portfolio will seek to purchase a broad and diverse group of securities, with an increased exposure to securities of small cap issuers and securities that it considers to be value securities. In assessing value, the Advisor may consider factors such as the issuers securities having a high book value in
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relation to their market value, as well as price to cash flow or price to earnings ratios. The criteria the Advisor uses for assessing value are subject to change from time to time.
Each of the Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolio may not invest in all such companies or Approved Markets described above or achieve approximate market weights, for reasons which include constraints imposed within Approved Markets (e.g., restrictions on purchases by foreigners) and each Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolios policy not to invest more than 25% of its assets in any one industry.
In determining what countries are eligible markets for the Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolio, the Advisor 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, MSCI and Citigroup. Approved Markets may not include all such emerging markets. In determining whether to approve markets for investment, the Advisor 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 for the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Value Fund and the Emerging Markets Core Equity Portfolio.
Pending the investment of new capital in Approved Markets securities, the Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolio will typically invest in money market instruments or other highly liquid debt instruments including those denominated in U.S. dollars (including, without limitation, repurchase agreements). In addition, each Emerging Markets Master Fund and the Emerging Markets Core Equity Portfolio, may, for liquidity, or 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, although each Emerging Markets Master Fund and the Emerging Markets Core Equity Portfolio do not expect the aggregate of all such amounts to exceed 20% of their net assets under normal circumstances.
The Emerging Markets Master Funds and Emerging Markets Core Equity Portfolio also may invest up to 10% of their total assets in shares of other investment companies that invest in one or more Approved Markets, although they intend to do so only where access to those markets is otherwise significantly limited. In some Approved Markets, it may be necessary or advisable for an Emerging Markets Master Fund or the Emerging Markets Core Equity Portfolio to establish a wholly owned subsidiary or a trust for the purpose of investing in the local markets.
The Emerging Markets Series and Emerging Markets Small Cap Series seek broad market diversification. The decision to include or exclude the shares of an issuer will be made primarily on the basis of such issuers relative market capitalization determined by reference to other companies located in the same country. Company size is measured in terms of reference to other companies located in the same country and in terms of local currencies in order to eliminate the effect of variations in currency exchange rates. In addition, the Emerging Markets Series may consider a companys book value in relation to its market value (a book to market ratio).
The Emerging Markets Core Equity Portfolio seeks broad market diversification with an increased exposure to securities of small cap issuers and securities that it considers to be value securities. Even though a companys stock may meet the applicable market capitalization criterion for a Series or the Emerging Markets Value Funds or Emerging Markets Core Equity Portfolios criterion for investment, it may not be included for one or more of a number of reasons. For example, in the Advisors judgment, the issuer may be considered in extreme financial difficulty or a material portion of its securities may be closely held and not likely available to support market liquidity. To this extent, there will be the exercise of discretion and consideration by the Advisor in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.
Generally, changes in the composition and relative ranking (in terms of book to market ratio) of the stocks which are eligible for purchase by the Emerging Markets Value Fund take place with every trade when the securities markets are open for trading due primarily to price changes of such securities. On a periodic basis, the Advisor will identify value stocks that are eligible for investment and re-evaluate eligible value stocks no less than semi-annually.
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For each of the Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolio, the Advisor may also adjust the representation in the Master Fund or Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolio do not seek current income as an investment objective, and investments will not be based upon an issuers dividend payment policy or record. However, many of the companies whose securities will be included in an Emerging Markets Master Fund or the Emerging Markets Core Equity Portfolio do pay dividends. It is anticipated, therefore, that the Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolio will receive dividend income.
The Emerging Markets Master Funds and Emerging Markets Core Equity Portfolio may also invest in exchange-traded funds (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. In addition to money market instruments and other short-term investments, the Emerging Markets Master Funds and Emerging Markets Core Equity Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
MARKET CAPITALIZATION WEIGHTED APPROACH
The portfolio structures of the U.S. Large Cap Value Series, each U.S. Value Portfolio, each U.S. Small Company Portfolio, the DFA Real Estate Securities Portfolio, the International Value Series, the DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, each International Small Company Portfolio Underlying Fund and the DFA International Small Cap Value Portfolio involve 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 modified by the Advisor for a variety of reasons. The Advisor may adjust the representation in a Portfolio, Underlying Fund or Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The Advisor may deviate from market capitalization weighting to limit or fix the exposure of a Portfolio or Master Fund to a particular issuer to a maximum proportion of the assets of the Portfolio or Master Fund. The Advisor may exclude the stock of a company that meets applicable market capitalization criterion if the Advisor determines, in its judgment, that the purchase of such stock is inappropriate in light of other conditions. These adjustments will result in a deviation from traditional market capitalization weighting.
Adjustment for free float modifies 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: (i) those held by strategic investors (such as governments, controlling shareholders and management), (ii) treasury shares, or (iii) shares subject to foreign ownership restrictions.
Furthermore, the Advisor 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 assets, may be invested in interest bearing obligations, such as money market instruments, thereby causing further deviation from market capitalization weighting. A further deviation may occur due to holdings in privately placed convertible debentures and securities received in connection with corporate actions.
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 a market capitalization weighted approach would otherwise require. In addition, securities eligible for purchase or otherwise represented in a Portfolio or Master
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Fund may be acquired in exchange for the issuance of shares. See PURCHASE OF SHARES In-Kind Purchases . While such transactions might cause a deviation from market capitalization weighting, they would ordinarily be made in anticipation of further growth of assets.
Generally, 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 changes of such securities. On at least a semi-annual basis, the Advisor will identify companies whose stock is eligible for investment by a Portfolio or Master Fund. Additional investments generally will not be made in securities that have changed in value sufficiently to be excluded from the Advisors then current market capitalization requirement 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 a Portfolio or Master Fund change in value sufficiently to be excluded from the requirement for eligible securities, but not by a sufficient amount to warrant their sale.
Country weights may be based on the total market capitalization of companies within each country. The country weights may take into consideration the free float of companies within a country 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 may limit or fix the exposure to a particular country or region to a maximum proportion of the assets of that vehicle. Country weights may also vary due to general day-to-day trading patterns and price movements. The weighting of countries may vary from their weighting in published international indices.
PORTFOLIO CONSTRUCTIONSMALL COMPANY FUNDS
Each of the U.S. Small Company Portfolios, the International Small Company Portfolios and the International Small Company Underlying Funds (collectively the Small Company Funds) intends to invest in the securities of eligible companies using a market capitalization weighted approach. See Market Capitalization Weighted Approach . The following discussion applies to the investment policies of the Small Company Funds.
The decision to include or exclude the shares of an issuer will be 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, it may not be purchased if (i) in the Advisors judgment, the issuer is in extreme financial difficulty, (ii) the issuer is involved in a merger or consolidation or is the subject of an acquisition, (iii) a significant portion of the issuers securities are closely held, or (iv) the Advisor determines, in its judgment, that the purchase of such stock is inappropriate given other conditions.
If securities must be sold in order to obtain funds to make redemption payments, such securities may be repurchased, as additional cash becomes available. In most instances, however, management would anticipate selling securities which had appreciated sufficiently to be eligible for sale and, therefore, would not need to repurchase such securities.
Generally, current income is not sought as an investment objective and investments will not be based upon an issuers dividend payment policy or record. However, many of the companies whose securities will be selected for investment do pay dividends. It is anticipated, therefore, that dividend income will be received.
PORTFOLIO TRANSACTIONSALL PORTFOLIOS
In general, securities will 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 which 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 generally 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, including those eligible for purchase, may be disposed of, however, at any time when, in the Advisors judgment, circumstances warrant their sale, including but not limited to tender offers, mergers and
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similar transactions, or bids made for block purchases at opportune prices. Generally, securities 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 each Portfolio and Master Fund.
COMMODITY POOL OPERATOR EXEMPTION
Each Portfolio, Master Fund and Underlying Fund is operated by a person that has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act (CEA) with respect to the Portfolios, Master Funds, and Underlying Funds described in this Prospectus, and, therefore, such person is not subject to registration or regulation as a pool operator under the CEA with respect to such Portfolios, Master Funds, and Underlying Funds.
FUND OF FUNDS PORTFOLIO TURNOVER
The portfolio turnover rate provided for the International Small Company Portfolio, World ex U.S. Value Portfolio, World Core Equity Portfolio and Selectively Hedged Global Equity Portfolio under the heading Portfolio Turnover for the respective Portfolio is unaudited. The portfolio turnover rate presented for each Fund of Funds, excluding the DFA Global Real Estate Securities Portfolio, was derived from the portfolio turnover rates of the Underlying Funds in which the Fund of Funds invests. The portfolio turnover rate of the DFA Global Real Estate Securities Portfolios direct investments portfolio is audited.
All of the Portfolios, Master Funds and Underlying Funds are authorized to lend securities to qualified brokers, dealers, banks and other financial institutions for the purpose of earning additional income, although inasmuch as the Feeder Portfolios will only hold shares of a corresponding Master Fund, these Portfolios do not intend to lend those shares. While a Portfolio, Master Fund or Underlying Fund may earn additional income from lending securities, such activity is incidental to the investment objective of a Portfolio, Master Fund or Underlying Fund. For information concerning the revenue from securities lending, see SECURITIES LENDING REVENUE . The value of securities loaned may not exceed 33 1 ⁄ 3 % of the value of a Portfolios or Master Funds total assets, which includes the value of collateral received. To the extent a Portfolio, Master Fund or Underlying Fund loans a portion of its securities, a Portfolio, Master Fund or Underlying Fund will receive collateral consisting generally of cash or U.S. government securities. Collateral received will be maintained by marking to market daily and (i) in an amount equal to at least 100% of the current market value of the loaned securities with respect to securities of the U.S. Government or its agencies, (ii) in an amount generally equal to 102% of the current market value of the loaned securities with respect to U.S. securities, and (iii) in an amount generally equal to 105% of the current market value of the loaned securities with respect to foreign securities. Subject to their stated investment policies, the Portfolios, Master Funds and Underlying Funds will generally invest the cash collateral received for the loaned securities in The DFA Short Term Investment Fund (the Money Market Series), an affiliated registered money market fund advised by the Advisor for which the Advisor receives a management fee of 0.05% of the average daily net assets of the Money Market Series. The Portfolios, Master Funds and Underlying Funds may also invest such collateral in securities of the U.S. Government or its agencies, repurchase agreements collateralized by securities of the U.S. Government or its agencies, and unaffiliated registered and unregistered money market funds. For purposes of this paragraph, agencies include both agency debentures and agency mortgage backed securities.
In addition, the Portfolios, Master Funds and Underlying Funds will be able to terminate the loan at any time and will receive reasonable interest on the loan, as well as amounts equal to any dividends, interest or other distributions on the loaned securities. However, dividend income received from loaned securities may not be eligible to be taxed at qualified dividend income rates. See the statement of additional information (SAI) for a further discussion of the tax consequences related to securities lending. A Portfolio, Master Fund or Underlying Fund will be entitled to recall a loaned security in time to vote proxies or otherwise obtain rights to vote proxies of loaned securities if the Portfolio, Master Fund or Underlying Fund knows a material event will occur. In the
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event of the bankruptcy of the borrower, DFA Investment Dimensions Group, Inc., Dimensional Investment Group Inc. (each a Fund and collectively the Funds), the Emerging Markets Value Fund or the Trust could experience delay in recovering the loaned securities or only recover cash or a security of equivalent value. See Principal Risks Securities Lending Risks for a discussion of the risks related to securities lending.
During the fiscal year ended October 31, 2016, the following Portfolios received the following net revenues from a securities lending program (see SECURITIES LOANS ), which constituted a percentage of the average daily net assets of the Portfolio:
Portfolio | Net Revenue |
Percentage
of Net Assets |
||||||
U.S. Large Company Portfolio | $[ ] | [ ]% | ||||||
Enhanced U.S. Large Company Portfolio |
|
$[ ]
|
|
[ ]% | ||||
U.S. Large Cap Equity Portfolio |
|
$[ ]
|
|
[ ]% | ||||
U.S. Large Cap Value Portfolio* | $[ ] | [ ]% | ||||||
U.S. Small Cap Value Portfolio | $[ ] | [ ]% | ||||||
U.S. Targeted Value Portfolio | $[ ] | [ ]% | ||||||
U.S. Core Equity 1 Portfolio | $[ ] | [ ]% | ||||||
U.S. Core Equity 2 Portfolio | $[ ] | [ ]% | ||||||
U.S. Vector Equity Portfolio | $[ ] | [ ]% | ||||||
U.S. Small Cap Portfolio | $[ ] | [ ]% | ||||||
U.S. Micro Cap Portfolio | $[ ] | [ ]% | ||||||
DFA Real Estate Securities Portfolio | $[ ] | [ ]% | ||||||
Large Cap International Portfolio | $[ ] | [ ]% | ||||||
DFA International Value Portfolio* | $[ ] | [ ]% | ||||||
International Core Equity Portfolio | $[ ] | [ ]% | ||||||
International Small Company Portfolio* | $[ ] | [ ]% | ||||||
Japanese Small Company Portfolio* | $[ ] | [ ]% | ||||||
Asia Pacific Small Company Portfolio* | $[ ] | [ ]% | ||||||
United Kingdom Small Company Portfolio* | $[ ] | [ ]% | ||||||
Continental Small Company Portfolio* | $[ ] | [ ]% | ||||||
DFA International Real Estate Securities Portfolio | $[ ] | [ ]% | ||||||
DFA Global Real Estate Securities Portfolio | $[ ] | [ ]% | ||||||
DFA International Small Cap Value Portfolio | $[ ] | [ ]% | ||||||
International Vector Equity Portfolio | $[ ] | [ ]% | ||||||
World ex U.S. Value Portfolio* | $[ ] | [ ]% | ||||||
World ex U.S. Targeted Value Portfolio | $[ ] | [ ]% | ||||||
World ex U.S. Core Equity Portfolio | $[ ] | [ ]% | ||||||
Emerging Markets Portfolio* | $[ ] | [ ]% | ||||||
Emerging Markets Value Portfolio* | $[ ] | [ ]% | ||||||
Emerging Markets Small Cap Portfolio* | $[ ] | [ ]% | ||||||
Emerging Markets Core Equity Portfolio | $[ ] | [ ]% |
* | A Portfolio with a corresponding Master Fund or Underlying Fund(s) that is taxed as a partnership. Net Revenue reflects the proportional share of the securities lending revenue generated by the Master Fund or Underlying Fund(s) that was received by the Portfolio. |
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The Advisor serves as investment advisor to the Portfolios and the Master Funds. Pursuant to an Investment Management Agreement with each Portfolio and Master Fund, the Advisor is responsible for the management of their respective assets. With respect to an Investment Management Agreement with each Feeder Portfolio, the Advisor manages the portion of each Feeder Portfolios assets that are retained by the Feeder Portfolio for direct investment and, at its discretion, may make a determination to withdraw a Feeder Portfolios investment from its corresponding Master Fund to invest in another Master Fund or manage all the Feeder Funds assets directly if the Advisor believes it is in the best interests of the Feeder Portfolio and its shareholders to do so. As of the date of this Prospectus, each Feeder Portfolio invests substantially all of its assets in its corresponding Master Fund. The Portfolios and the Master Funds are managed using a team approach. The investment team includes the Investment Committee of the Advisor, portfolio managers and trading personnel.
The Investment Committee is composed primarily of certain officers and directors of the Advisor who are appointed annually. As of the date of this Prospectus, the Investment Committee has ten members. Investment strategies for all Portfolios and all Master Funds are set by the Investment Committee, which meets on a regular basis and also as needed to consider investment issues. The Investment Committee also sets and reviews all investment related policies and procedures and approves any changes in regards to approved countries, security types and brokers.
In accordance with the team approach used to manage the portfolios, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding the portfolios based on the parameters established by the Investment Committee. The individuals named in a Portfolios INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT section coordinate the efforts of all other portfolio managers or trading personnel with respect to the day to day management of such Portfolio.
Mr. Smart is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Smart holds an MBA from the University of Chicago Booth School of Business, and a BA from the University of San Diego. Mr. Smart joined the Advisor in 2007, has been a portfolio manager since 2010, and has been responsible for the U.S. Large Company Portfolio, U.S. Large Cap Equity Portfolio and U.S. Large Cap Value Portfolio since 2015.
Mr. Schneider is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Schneider holds an MBA from the University of Chicago Booth School of Business, an MS from the University of Minnesota, and a BS from Iowa State University. Mr. Schneider joined the Advisor in 2011, has been a portfolio manager since 2013, and has been responsible for the U.S. Small Cap Value Portfolio, U.S. Targeted Value Portfolio and U.S. Micro Cap Portfolio since 2015.
Mr. Chi is a Senior Portfolio Manager and Vice President of the Advisor and the Chairman of the Investment Committee. Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined the Advisor as a portfolio manager in 2005 and has been responsible for the International Portfolios since 2010 and the Domestic Portfolios (except the Enhanced U.S. Large Company Portfolio) since 2012.
Mr. Fogdall is a Senior Portfolio Manager and Vice President of the Advisor and a member of the Investment Committee. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined the Advisor as a portfolio manager in 2004 and has been responsible for the International Portfolios since 2010 and the Domestic Portfolios (except the Enhanced U.S. Large Company Portfolio) since 2012.
Mr. Gray is Head of Global Equity Trading and a Vice President of the 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 Advisor in 1995, was a portfolio manager from 1995 to 2005, and has been Head of Global Equity Trading since 2006 and responsible for the International Portfolios (except the International Small Company Portfolio, International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, World ex
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U.S. Value Portfolio, World Core Equity Portfolio, Selectively Hedged Global Equity Portfolio, World ex U.S. Core Equity Portfolio and Emerging Markets Core Equity Portfolio) and Domestic Portfolios (except the Enhanced U.S. Large Company Portfolio) since 2012.
Ms. Phillips is a Senior Portfolio Manager of the Advisor. Ms. Phillips holds an MBA from the University of Chicago Booth School of Business and a BA from the University of Puget Sound. Ms. Phillips joined the Advisor in 2012, has been a portfolio manager since 2014, and has been responsible for the Large Cap International Portfolio and DFA International Value Portfolio since 2015, and the World ex U.S. Value Portfolio since 2016.
Mr. Pu is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Pu has an MBA from the University of California, Los Angeles, an MS and PhD from Caltech, and a BS from Cooper Union for the Advancement of Science and Art. Mr. Pu joined the Advisor as a portfolio manager in 2006 and has been responsible for the International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, World ex U.S. Core Equity Portfolio, World Core Equity Portfolio and Emerging Markets Core Equity Portfolio since 2015.
Mr. Keswani is a Senior Portfolio Manager of the Advisor. Mr. Keswani holds an MBA from the Massachusetts Institute of Technology Sloan School of Management, an MS from Pennsylvania State University, and a BS from Purdue University. Mr. Keswani joined the Advisor in 2011, has been a portfolio manager since 2013, and has been responsible for the International Small Company Portfolio, Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, United Kingdom Small Company Portfolio, Continental Small Company Portfolio and DFA International Small Cap Value Portfolio since 2015, and the World ex U.S. Targeted Value Portfolio since 2016.
Mr. Ong is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Ong holds an MBA from the University of Chicago Booth School of Business and a BA from the University of California, Irvine. Mr. Ong joined the Advisor in 2005, has been a portfolio manager since 2005, and has been responsible for the Emerging Markets Portfolio, Emerging Markets Small Cap Portfolio and Emerging Markets Value Portfolio since 2015.
Mr. Singh is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Singh received his MBA from the University of Chicago and his BA from the University of California, Los Angeles. Mr. Singh joined the Advisor originally in 2003, has been a portfolio manager since 2012 and has been responsible for the International Portfolios since 2015.
Mr. Plecha is a Senior Portfolio Manager and Vice President of the Advisor 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 a portfolio manager since 1989 and responsible for the Enhanced U.S. Large Company Portfolio and the Selectively Hedged Global Equity Portfolio since 2012.
Mr. Kolerich is a Senior Portfolio Manager and Vice President of the Advisor and a member of the Investment Committee. Mr. Kolerich has an MBA from the University of Chicago Booth School of Business and a BS from Northern Illinois University. Mr. Kolerich joined the Advisor as a portfolio manager in 2001 and has been responsible for the Enhanced U.S. Large Company Portfolio and the Selectively Hedged Global Equity Portfolio since 2012.
The Portfolios SAI provides information about each portfolio managers compensation, other accounts managed by the portfolio manager, and the portfolio managers ownership of Fund shares.
The Advisor provides the Portfolios, the Master Funds and Underlying Funds with a trading department and selects brokers and dealers to effect securities transactions. Securities transactions are placed with a view to obtaining best price and execution. The Advisors address is 6300 Bee Cave Road, Building One, Austin, TX 78746. A discussion regarding the basis for the Boards of Trustees/Directors approving the Investment Management Agreements with respect to the Portfolios and Master Funds, is available in the semi-annual reports for the Portfolios and Master Funds for the fiscal period ending April 30, 2016.
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The Funds and the Master Funds bear all of their own fees, expenses, charges, assessments, taxes, and other costs incurred in their operations, whether incurred directly by the Funds or incurred by the Advisor on their behalf. The expenses payable by the Funds shall include, but are not limited to: services of their independent registered public accounting firm, legal counsel to the Funds and their disinterested trustees/directors, fees and expenses of disinterested trustees/directors, employees and consultants, accounting and pricing costs (including the daily calculations of net asset value), brokerage fees, commissions and transfer taxes in connection with the acquisition and disposition of portfolio securities, taxes and other governmental fees levied against the Funds, insurance premiums, investment fees and expenses of the Funds, including the interest expense of borrowing money, the costs incidental to meetings of their shareholders and trustees/directors, the cost of filing their registration statements under the federal securities laws and the cost of any other filings required under federal and state securities laws, the costs of preparing, printing and mailing proxies, shareholder reports, prospectuses, statements of additional information and other fund documents, transfer and dividend disbursing agency, administrative services and custodian fees, including the expenses of issuing, repurchasing or redeeming their shares, fees and expenses of securities lending agents and the oversight of the securities lending activities of the Funds, fees and expenses associated with trade administration oversight services with respect to reconciliations and the oversight of settlement and collateral management, litigation, regulatory examinations/proceedings and other extraordinary or nonrecurring expenses, and other expenses properly payable by the Funds, except as provided in the Fee Waiver and Expense Assumption Agreements for certain classes of the Portfolios. Expenses allocable to a particular Portfolio or Master Fund or class of a Portfolio are so allocated. The expenses of a Fund which are not allocable to a particular Portfolio or class of a Portfolio are to be borne by each Portfolio or class of a Portfolio of the Fund on the basis of its relative net assets. Similarly, the expenses of the Trust which are not allocable to a particular Series are to be borne by each Master Fund on the basis of its relative net assets.
The Advisor has been engaged in the business of providing investment management services since May 1981. The Advisor is currently organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. The Advisor controls Dimensional Fund Advisors Ltd. (DFAL) and DFA Australia Limited (DFA Australia). As of January 31, 2017, assets under management for all Dimensional affiliated advisors totaled approximately $[ ] billion.
The Annual Fund Operating Expenses table describes the fees incurred by a Portfolio (not including the Large Cap International Portfolio, International Core Equity Portfolio, World ex U.S. Core Equity Portfolio, Emerging Markets Portfolio and Emerging Markets Core Equity Portfolio) for the services provided by the Advisor for the fiscal year ended October 31, 2016. The Management Fee listed in the table for the Non-Feeder Portfolios provides the investment management fee that was payable by the respective Portfolio to the Advisor. The Management Fee listed in the table for each Feeder Portfolio includes the investment management fees that were payable to the Advisor by the Portfolio and the Portfolios Master Fund. The Advisor, not the Portfolios and Master Funds listed below, compensates the sub-advisors.
The Annual Fund Operating Expenses tables for the Large Cap International Portfolio, International Core Equity Portfolio, World ex U.S. Core Equity Portfolio, Emerging Markets Portfolio and Emerging Markets Core Equity Portfolio describe the management fee to be paid by each Portfolio as a result of a decrease in the management fee payable by each Portfolio effective February 28, 2017. The rate of the management fee payable to the Advisor by the Large Cap International Portfolio was reduced from 0.25% to 0.20% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017. The rate of the management fee payable to the Advisor by the International Core Equity Portfolio was reduced from 0.35% to 0.27% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017. The rate of the management fee payable to the Advisor by the World ex U.S. Core Equity Portfolio was reduced from 0.40% to 0.32% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017. The rate of the management fee payable to the Advisor by the Emerging Markets Portfolio was reduced from 0.50% to 0.42% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017. The rate of the management fee payable to the Advisor by the Emerging Markets Core Equity Portfolio was reduced from 0.55% to 0.47% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017.
Investment ServicesThe Japanese Small Company Series, the Asia Pacific Small Company Series, the International Core Equity Portfolio, the DFA International Real Estate Securities Portfolio, the DFA Global
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Real Estate Portfolio, the International Vector Equity Portfolio, the Large Cap International Portfolio, the International Value Series, the DFA International Small Cap Value Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio, the World Core Equity Portfolio, the Selectively Hedged Global Equity Portfolio, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Core Equity Portfolio and the Dimensional Emerging Markets Value Fund
Pursuant to Sub-Advisory Agreements with the Advisor, DFA Australia, Level 43 Gateway, 1 Macquarie Place, Sydney, New South Wales 2000, Australia, has the authority and responsibility to select brokers and dealers to execute securities transactions for the Japanese Small Company Series, Asia Pacific Small Company Series, International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Portfolio, International Vector Equity Portfolio, the Large Cap International Portfolio, the International Value Series, the DFA International Small Cap Value Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio, the World Core Equity Portfolio, the Selectively Hedged Global Equity Portfolio, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Core Equity Portfolio and the Dimensional Emerging Markets Value Fund. DFA Australias duties include the maintenance of a trading desk for each Series or Portfolio and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of the Japanese Small Company Series, Asia Pacific Small Company Series, International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Portfolio, International Vector Equity Portfolio, the Large Cap International Portfolio, the International Value Series, the DFA International Small Cap Value Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio, the World Core Equity Portfolio, the Selectively Hedged Global Equity Portfolio, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Core Equity Portfolio and the Dimensional Emerging Markets Value Fund, and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by each Series and Portfolio and may delegate this task, subject to its own review, to DFA Australia. DFA Australia maintains and furnishes to the Advisor information and reports on securities of international companies, including its recommendations of securities to be added to the securities that are eligible for purchase by each Series and Portfolio as well as making recommendations and elections on corporate actions.
Investment ServicesThe United Kingdom Small Company Series, the Continental Small Company Series, the International Core Equity Portfolio, the DFA International Real Estate Securities Portfolio, the DFA Global Real Estate Securities Portfolio, the International Vector Equity Portfolio, the Large Cap International Portfolio, the International Value Series, the DFA International Small Cap Value Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio, the World Core Equity Portfolio, the Selectively Hedged Global Equity Portfolio, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Core Equity Portfolio and the Dimensional Emerging Markets Value Fund
Pursuant to Sub-Advisory Agreements with the Advisor, DFAL, 20 Triton Street, Regents Place, London, NW13BF, United Kingdom, a company that is organized under the laws of England, has the authority and responsibility to select brokers or dealers to execute securities transactions for the United Kingdom Small Company Series, Continental Small Company Series, International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, the Large Cap International Portfolio, the International Value Series, the DFA International Small Cap Value Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio, the World Core Equity Portfolio, the Selectively Hedged Global Equity Portfolio, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Core Equity Portfolio and the Dimensional Emerging Markets Value Fund. DFALs duties include the maintenance of a trading desk for the Series and Portfolio and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of the United Kingdom Small Company Series, Continental Small Company Series, International Core Equity Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, DFA International Real Estate Securities Portfolio, the Large Cap International Portfolio, the International Value Series, the DFA International Small Cap Value Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio, the
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World Core Equity Portfolio, the Selectively Hedged Global Equity Portfolio, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Core Equity Portfolio and the Dimensional Emerging Markets Value Fund and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by each Series and Portfolio and may delegate this task, subject to its own review, to DFAL. DFAL maintains and furnishes to the Advisor information and reports on securities of United Kingdom and European equity market companies, including its recommendations of securities to be added to the securities that are eligible for purchase by each Series and Portfolio as well as making recommendations and elections on corporate actions. DFAL is a member of the Financial Conduct Authority, a self-regulatory organization for investment managers operating under the laws of England.
Manager of Managers Structure
The Advisor, the Funds, and, on behalf of certain Master Funds, the Trust or Dimensional Emerging Markets Value Fund, have applied for an exemptive order from the SEC for a manager of managers structure that will allow the Advisor to appoint, replace or change, without prior shareholder approval, but subject to Board approval, sub-advisors that are controlled by the Advisor (i.e., the Advisor holds the right to vote over 50% of the sub-advisors outstanding voting securities) (Dimensional Controlled Sub-advisors). A Board only will approve a change with respect to sub-advisors if the Directors conclude that such arrangements would be in the best interests of the shareholders of the Large Cap International Portfolio, DFA International Value Portfolio or Series, International Core Equity Portfolio, International Small Company Portfolio, Japanese Small Company Portfolio or Series, Asia Pacific Small Company Portfolio or Series, United Kingdom Small Company Portfolio or Series, Continental Small Company Portfolio or Series, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, DFA International Small Cap Value Portfolio, International Vector Equity Portfolio, World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World ex U.S. Core Equity Portfolio, World Core Equity Portfolio, Selectively Hedged Global Equity Portfolio, Emerging Markets Portfolio or Series, Emerging Markets Value Portfolio or Fund, Emerging Markets Small Cap Portfolio or Series or Emerging Markets Core Equity Portfolio (the MOM-Eligible Portfolios). As described above, DFA Australia and/or DFAL, each a Dimensional Controlled Sub-advisor, currently serve as sub-advisors to each MOM-Eligible Portfolio or its Underlying Fund(s) or Master Fund. If a new Dimensional Controlled Sub-advisor is hired for a MOM-Eligible Portfolio or its Master Fund, shareholders will receive information about the new sub-advisor within 90 days of the change. The exemptive order will allow greater flexibility for the Advisor to utilize, if desirable, personnel throughout the worldwide organization enabling a MOM-Eligible Portfolio to operate more efficiently. The Advisor will not hire unaffiliated sub-advisors and will not request the ability to do so in its application to the SEC for an exemptive order to allow the manager of managers structure.
The use of the manager of managers structure with respect to a MOM-Eligible Portfolio may be subject to certain conditions set forth in the SEC exemptive order. There can be no assurance that the SEC will grant the application for an exemptive order. Unless and until any such exemptive order is obtained, any appointment or replacement of sub-advisors would require shareholder approval.
FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENTS
Pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement (the Fee Waiver Agreement), the Advisor has contractually agreed to waive certain fees, and in certain instances, assume certain expenses of the Portfolios, as described in the notes below. The Fee Waiver Agreement for the non-Feeder Portfolios below, and a portion of the Fee Waiver Agreement for certain Feeder Portfolios below, will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver Agreement for such Portfolios shall continue in effect from year to year thereafter unless terminated by a Fund or the Advisor. The Fee Waiver Agreement with respect to the total management fees paid by the Feeder Portfolios, as described in the notes below, will remain in effect permanently, unless terminated by a Fund.
U.S. Large Company Portfolio
The Advisor has contractually agreed to waive all or a portion of its management fee to the extent necessary to reduce the ordinary operating expenses (excluding expenses incurred through investment in other investment
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companies) (Portfolio Expenses) of the U.S. Large Company Portfolio so that the Portfolio Expenses, on an annualized basis, do not exceed the rate listed below as a percentage of the Portfolios average net assets (the Annualized Expense Ratio). At any time that the annualized Portfolio Expenses of the Portfolio are less than the Annualized Expense Ratio identified below, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that the amount of such recovery will not cause the annualized Portfolio Expenses of the Portfolio to exceed the applicable Annualized Expense Ratio identified below. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Annualized
Expense Ratio |
||||
U.S. Large Company Portfolio | 0.08% |
U.S. Large Cap Value Portfolio
DFA International Value Portfolio
Emerging Markets Portfolio
Emerging Markets Value Portfolio
Emerging Markets Small Cap Portfolio
The Advisor has contractually agreed to permanently waive all or a portion of the management fee of each Portfolio listed below to the extent necessary to limit the total management fees paid to the Advisor by a Portfolio, including the proportionate share of the management fees a Portfolio pays indirectly through its investment in other funds managed by the Advisor, except for the fees paid indirectly through its investment of securities lending cash collateral in the Money Market Series, to the rate listed below as a percentage of the average net assets of a class of a Portfolio on an annualized basis.
Portfolio |
Expense Limitation Amount |
||||
U.S. Large Cap Value Portfolio | 0.25% | ||||
DFA International Value Portfolio | 0.40% | ||||
Emerging Markets Portfolio | 0.42% | ||||
Emerging Markets Value Portfolio | 0.50% | ||||
Emerging Markets Small Cap Portfolio | 0.65% |
With respect to the Emerging Markets Portfolio, in addition to the permanent fee waiver described above for the Portfolio, the Advisor has contractually agreed to further waive all or a portion of its management fee and to assume the other direct expenses of a class of the Portfolio (excluding expenses incurred through its investment in other investment companies managed by the Advisor) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of each class of the Portfolio to 0.49% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the applicable Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount. Except, the Portfolio is not obligated to reimburse the Advisor for fees waived in connection with the permanent fee waiver. Also, the Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
U.S. Targeted Value Portfolio
The Advisor has contractually agreed to waive its management fee and to assume the U.S. Targeted Value Portfolios Institutional Class Shares expenses (excluding the expenses the Portfolio incurs indirectly through investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of the Institutional Class Shares to the rate listed below as a percentage of the Portfolios average net
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assets of the Institutional Class Shares on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of the Portfolios Institutional Class Shares are less than the Expense Limitation Amount identified below, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses of the Institutional Class Shares to exceed the applicable Expense Limitation Amount identified below. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation Amount |
||||
U.S. Targeted Value Portfolio | 0.50% |
U.S. Large Cap Equity Portfolio
U.S. Core Equity 1 Portfolio
U.S. Core Equity 2 Portfolio
U.S. Vector Equity Portfolio
DFA Real Estate Securities Portfolio
Large Cap International Portfolio
International Core Equity Portfolio
DFA International Real Estate Securities Portfolio
International Vector Equity Portfolio
Emerging Markets Core Equity Portfolio
The Advisor has contractually agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of each of the following Portfolios (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio, on an annualized basis, to the rates listed below as a percentage of a class of the respective Portfolios average net assets (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of a Portfolio are less than the applicable Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified below. A Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation
Amount |
||||
U.S. Large Cap Equity Portfolio | 0.19% | ||||
U.S. Core Equity 1 Portfolio | 0.23% | ||||
U.S. Core Equity 2 Portfolio | 0.26% | ||||
U.S. Vector Equity Portfolio | 0.36% | ||||
DFA Real Estate Securities Portfolio | 0.18% | ||||
Large Cap International Portfolio | 0.24% | ||||
International Core Equity Portfolio | 0.30% | ||||
DFA International Real Estate Securities Portfolio | 0.29% | ||||
International Vector Equity Portfolio | 0.60% | ||||
Emerging Markets Core Equity Portfolio | 0.54% |
International Small Company Portfolio
The Advisor has contractually agreed to waive all or a portion of its management fee and to assume the other direct expenses of a class of the Portfolio (excluding expenses incurred through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of
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the Portfolio to the rate listed below as a percentage of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified below. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation
Amount |
||||
International Small Company Portfolio | 0.45% |
Japanese Small Company Portfolio
Asia Pacific Small Company Portfolio
United Kingdom Small Company Portfolio
Continental Small Company Portfolio
The Advisor has contractually agreed to permanently waive all or a portion of the management fee of each Portfolio listed below to the extent necessary to limit the total management fees paid to the Advisor by a Portfolio, including the proportionate share of the management fees a Portfolio pays indirectly through its investment in other funds managed by the Advisor, except for the fees paid indirectly through its investment of securities lending cash collateral in the Money Market Series, to 0.50% of the average net assets of a class of a Portfolio on an annualized basis (the Permanent Fee Waiver). In addition to the Permanent Fee Waiver, the Advisor has contractually agreed to further waive all or a portion of its management fee and to assume the other direct expenses of a class of a Portfolio (excluding expenses incurred through its investment in other investment companies managed by the Advisor) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of each class of the Portfolio to the rate listed below as a percentage of the average net assets of a class of a Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of a Portfolio are less than the applicable Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified below. Except, a Portfolio is not obligated to reimburse the Advisor for fees waived in connection with the Permanent Fee Waiver. Also, a Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation Amount |
||||
Japanese Small Company Portfolio | 0.47% | ||||
Asia Pacific Small Company Portfolio | 0.47% | ||||
United Kingdom Small Company Portfolio | 0.47% | ||||
Continental Small Company Portfolio | 0.47% |
DFA Global Real Estate Securities Portfolio
The Advisor has contractually agreed to waive all or a portion of its management fee and to assume the expenses of a class of the Portfolio (including the expenses that the Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in the Money Market Series and its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio, on an annualized basis, to the rate listed below as a percentage of the average net assets of a class of the Portfolio (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will
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not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified below. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation Amount |
||||
DFA Global Real Estate Securities Portfolio | 0.24% |
World ex U.S. Value Portfolio
The Advisor has contractually agreed to waive up to the full amount of the Portfolios management fee of 0.47% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor, except for the fees paid through its investment of securities lending cash collateral in the Money Market Series (the Underlying Funds). In addition, the Advisor also agrees to waive all or a portion of the management fee that remains payable by the Portfolio (i.e., the management fee remaining after the proportionate share of the Underlying Funds management fees have been offset (the Remaining Management Fee)) to the extent necessary to reduce the Portfolios ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in the Money Market Series) (Portfolio Expenses) to the rate listed below as a percentage of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). The maximum amount that may be waived to limit Portfolio Expenses is the amount of the Remaining Management Fee. At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified below. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation Amount |
|||
World ex U.S. Value Portfolio | 0.60% |
World ex U.S. Targeted Value Portfolio
The Advisor has contractually agreed to waive up to the full amount of the Portfolios management fee of 0.58% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor, except for the fees paid through investment of securities lending cash collateral in the Money Market Series (the Underlying Funds). In addition, under the Fee Waiver Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the ordinary operating expenses of a class of the Portfolio (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through its investment of its securities lending cash collateral in the Money Market Series) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to the rate listed below as a percentage of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses of a class of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation
Amount |
||||
World ex U.S. Targeted Value Portfolio | 0.80% |
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World ex U.S. Core Equity Portfolio
The Advisor has contractually agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Portfolio (including the expenses that the Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in the Money Market Series and its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to the rate listed below as a percentage of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses of a class of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation
Amount |
||||
World ex U.S. Core Equity Portfolio | 0.39% |
World Core Equity Portfolio
The Advisor has contractually agreed to waive up to the full amount of the Portfolios management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor, except for the fees paid through its investment of securities lending cash collateral in the Money Market Series (the Underlying Funds) (including the Portfolios proportionate share of any management fees that an Underlying Fund paid through its investment in an affiliated cash management fund). In addition, under the Fee Waiver Agreement, the Advisor has also agreed to assume the expenses of a class of the Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in the Money Market Series) (Portfolio Expenses) of a class of the Portfolio so that such Portfolio Expenses do not exceed the rate listed below as a percentage of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation
Amount |
||||
World Core Equity Portfolio | 0.35% |
Selectively Hedged Global Equity Portfolio
The Advisor has contractually agreed to waive up to the full amount of the Portfolios management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor, except for the fees paid through investment of securities lending cash collateral in the Money Market Series (the Underlying Funds). In addition, under the Fee Waiver Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through its investment of its securities lending cash collateral in the Money Market Series) (Portfolio Expenses) of a class of the Portfolio, on an annualized basis, to the rate listed below as a percentage of the average net assets of the class of the Portfolio (the Expense Limitation Amount). At any time
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that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified below. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense Limitation
Amount |
||||
Selectively Hedged Global Equity Portfolio | 0.40% |
Dividends, Capital Gains Distributions and Taxes
Dividends and Distributions. Each Portfolio intends to qualify each year as a regulated investment company under the Code. As a regulated investment company, a Portfolio generally pays no federal income tax on the income and gains it distributes to you. Dividends from net investment income of the Domestic Securities and the International Securities (other than the DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, and Selectively Hedged Global Equity Portfolio) are distributed quarterly (on a calendar basis) and any net realized capital gains (after any reductions for available capital loss carryforwards) are distributed annually, typically in December. The DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, and Selectively Hedged Global Equity Portfolio make distributions from net investment income and any net realized capital gains (after any reductions for available capital loss carryforwards) annually, typically in December. The DFA International Small Cap Value Portfolio, U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, DFA Real Estate Securities Portfolio, Large Cap International Portfolio, International Core Equity Portfolio, International Vector Equity Portfolio, DFA International Real Estate Securities Portfolio, U.S. Large Company Portfolio, Emerging Markets Core Equity Portfolio, and DFA International Real Estate Securities Portfolio, and any other Portfolio that becomes an investment option for the Advisors funds of funds in the future, may also make an additional dividend distribution from net investment income in October of each year. A Portfolio may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Portfolio.
Capital gains distributions may vary considerably from year to year as a result of a Portfolios normal investment activities and cash flows. During a time of economic volatility, a Portfolio may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. A Portfolio may be required to distribute taxable realized gains from a prior year, even if the Portfolio has a net realized loss for the year of distribution.
You will automatically receive all income dividends and capital gains distributions in additional shares of the Portfolio whose shares you hold at net asset value (as of the business date following the dividend record date), unless, upon written notice to the Advisor and completion of account information, you select one of the options listed below:
Income Optionto receive income dividends in cash and capital gains distributions in additional shares at net asset value.
Capital Gains Optionto receive capital gains distributions in cash and income dividends in additional shares at net asset value.
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Cash Optionto receive both income dividends and capital gains distributions in cash.
Net Investment Income
Distribution |
|||||||||||||||
Portfolio/Master Fund | Annually | Quarterly | Monthly | ||||||||||||
Domestic Equity Portfolios | |||||||||||||||
U.S. Large Company | X | ||||||||||||||
Enhanced U.S. Large Company | X | ||||||||||||||
U.S. Large Cap Equity | X | ||||||||||||||
U.S. Large Cap Value | X | ||||||||||||||
U.S. Small Cap Value | X | ||||||||||||||
U.S. Targeted Value | X | ||||||||||||||
U.S. Core Equity 1 | X | ||||||||||||||
U.S. Core Equity 2 | X | ||||||||||||||
U.S. Vector Equity | X | ||||||||||||||
U.S. Small Cap | X | ||||||||||||||
U.S. Micro Cap | X | ||||||||||||||
DFA Real Estate Securities | X | ||||||||||||||
International Equity Portfolios | |||||||||||||||
Large Cap International | X | ||||||||||||||
DFA International Value | X | ||||||||||||||
International Core Equity | X | ||||||||||||||
International Small Company | X | ||||||||||||||
Japanese Small Company | X | ||||||||||||||
Asia Pacific Small Company | X | ||||||||||||||
United Kingdom Small Company | X | ||||||||||||||
Continental Small Company | X | ||||||||||||||
DFA International Real Estate Securities | X | ||||||||||||||
DFA Global Real Estate Securities | X | ||||||||||||||
DFA International Small Cap Value | X | ||||||||||||||
International Vector Equity | X | ||||||||||||||
World ex U.S. Value | X | ||||||||||||||
World ex U.S. Targeted Value | X | ||||||||||||||
World ex U.S. Core Equity | X | ||||||||||||||
World Core Equity Portfolio | X | ||||||||||||||
Selectively Hedged Global Equity Portfolio | X | ||||||||||||||
Emerging Markets | X | ||||||||||||||
Emerging Markets Value | X | ||||||||||||||
Emerging Markets Small Cap | X | ||||||||||||||
Emerging Markets Core Equity | X |
Annual Statements. Each year, you will receive a statement that shows the tax status of distributions you received the previous calendar year. Distributions declared in December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December.
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Avoid Buying A Dividend. At the time you purchase your Portfolio shares, a Portfolios net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Portfolio just before it declares an income dividend or capital gains distribution is sometimes known as buying a dividend. In addition, a Portfolios net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you.
Tax Considerations. This discussion of Tax Considerations should be read in conjunction with the remaining subsections below containing additional information. Also, unless otherwise indicated, the discussion below with respect to a Portfolio includes in the case of a Feeder Portfolio invested in a Master Fund or a Portfolio invested in an Underlying Fund classified as a partnership, its pro rata share of its corresponding Master Funds or Underlying Funds income and assets and in the case of a Portfolio invested in an Underlying Fund classified as a corporation, its pro rata share of the dividends and distributions paid by such Underlying Fund.
In general, if you are a taxable investor, Portfolio distributions are taxable to you as ordinary income, capital gains, or some combination of both. This is true whether you reinvest your distributions in additional Portfolio shares or receive them in cash.
For federal income tax purposes, Portfolio distributions of short-term capital gains are taxable to you at ordinary income rates. Portfolio distributions of long-term capital gains are taxable to you at long-term capital gain rates no matter how long you have owned your shares. A portfolio with a high portfolio turnover rate (a measure of how frequently assets within a portfolio are bought and sold) is more likely to generate short-term capital gains than a portfolio with a low portfolio turnover. A portion of income dividends reported by a Portfolio as qualified dividend income may be eligible for taxation by individual shareholders at long-term capital gain rates provided certain holding period requirements are met.
Compared to other types of investments, derivatives may be less tax efficient. For example, the use of derivatives by a Portfolio may cause the Portfolio to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gains. Changes in government regulation of derivative instruments could affect the character, timing and amount of a Portfolios taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy. A Portfolios use of derivatives also may be limited by the requirements for taxation of the Portfolio as a regulated investment company.
If a Portfolio qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments will be treated as paid by you. You will then be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders).
The Board of Trustees of a Master Fund reserves the right to change the entity classification of a Master Fund for U.S. federal income tax purposes at any time, as may be permitted or required under the Code. For instance, the Board might cause a Master Fund that is classified as a partnership to elect to be classified as a corporation and taxable as a regulated investment company or disregarded entity (if it has one shareholder) or vice versa. Such a change in entity classification may be prompted by, among other things, changes in law, the investment strategy of a Master Fund, or the nature and number of shareholders of a Master Fund or other factors or events adversely affecting the ability of a Master Fund to comply with the Code. A change in entity classification of a Master Fund may be a taxable event, causing the Master Fund and shareholders of the Master Fund that are subject to tax to recognize a taxable gain or loss. Such a change in entity classification would also cause the shareholders of the Master Fund to be subject to a different taxation regime, which may adversely affect some shareholders depending upon their particular circumstances.
Sale or Redemption of Portfolio Shares. The sale of shares of a Portfolio is a taxable event and may result in a capital gain or loss to you. Capital gain or loss may be realized from an ordinary redemption of shares or an exchange of shares between two Portfolios. Any loss incurred on the sale or exchange of a Portfolios shares, held for six months or less, will be treated as a long-term capital loss to the extent of capital gain dividends received with respect to such shares.
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A Portfolio is required to report to you and the Internal Revenue Service annually on Form 1099-B not only the gross proceeds of Portfolio shares you sell or redeem but also the cost basis for shares purchased or acquired on or after January 1, 2012. Cost basis will be calculated using the Portfolios default method of average cost, unless you instruct a Portfolio to use a different calculation method. Shareholders should carefully review the cost basis information provided by a Portfolio and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If your account is held by your investment representative (financial advisor or other broker), please contact that representative with respect to reporting of cost basis and available elections for your account. Tax-advantaged retirement accounts will not be affected.
Medicare Tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Backup Withholding. By law, a Portfolio may be required to withhold 28% of taxable dividends, capital gains distributions, and redemption proceeds paid to you if you do not provide your proper taxpayer identification number and certain required certifications. You may avoid this withholding requirement by providing and certifying on the account registration form your correct Taxpayer Identification Number and by certifying that you are not subject to backup withholding and are a U.S. person (including a U.S. resident alien). A Portfolio must also withhold if the Internal Revenue Service instructs it to do so.
State and Local Taxes. In addition to federal taxes, you may be subject to state and local taxes on distributions from a Portfolio and on gains arising on redemption or exchange of a Portfolios shares. Distributions of interest income and capital gains realized from certain types of U.S. Government securities may be exempt from state personal income taxes. To the extent an Underlying Fund organized as a corporation invests in U.S. Government obligations, distributions derived from interest on these obligations and paid to its corresponding Portfolio and, in turn, to shareholders are unlikely to be exempt from state and local income tax.
Non-U.S. Investors. Non-U.S. investors may be subject to U.S. withholding tax, at either a 30% statutory rate or a lower rate if you are a resident of a country that has a tax treaty with the U.S., and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for capital gain dividends paid by a Portfolio from long-term capital gains, if any, interest-related dividends paid by a Portfolio from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person. Non-U.S. investors also may be subject to U.S. estate tax.
Other Reporting and Withholding Requirements . Under the Foreign Account Tax Compliance Act (FATCA), a Portfolio will be required to withhold a 30% tax on payments or distributions made by a Portfolio to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Portfolio shares. A Portfolio may disclose the information that it receives from its shareholders to the Internal Revenue Service, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Portfolio fails to provide the Portfolio with appropriate certifications or other documentation concerning its status under FATCA.
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SPECIAL TAX CONSIDERATIONS FOR INVESTORS THAT INVEST IN
THE DFA REAL ESTATE SECURITIES PORTFOLIO,
DFA INTERNATIONAL REAL ESTATE SECURITIES PORTFOLIO, OR
THE DFA GLOBAL REAL ESTATE SECURITIES PORTFOLIO.
PFIC Securities . The Portfolio may invest in securities of foreign entities that could be deemed for tax purposes to be PFICs. In general, a PFIC is any foreign corporation if 75% or more of its gross income for its taxable year is passive income, or 50% or more of its average assets (by value) are held for the production of passive income. When investing in PFIC securities, the Portfolio intends to mark-to-market these securities and recognize any unrealized gains as ordinary income at the end of its fiscal year. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that the Portfolio is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by the Portfolio. Due to various complexities in identifying PFICs, the Portfolio can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the Portfolio to make a mark-to-market election. If the Portfolio (or an Underlying Fund organized as a corporation) is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Portfolio (or Underlying Fund) may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Portfolio to its shareholders. Additional charges in the nature of interest may be imposed on the Portfolio (or Underlying Fund) in respect of deferred taxes arising from such distributions or gains. Any such taxes or interest charges could in turn reduce the Portfolios distributions paid to you.
Investment in U.S. REITS . A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a Portfolio will be treated as long term capital gains by a Portfolio and, in turn, may be distributed by a Portfolio to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a Portfolio, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs current and accumulated earnings and profits.
Receipt of Excess Inclusion Income by a Portfolio . The Portfolio may derive excess inclusion income from certain equity interests in mortgage pooling vehicles either directly or through an investment in a U.S. REIT. Please see the SAI for a discussion of the risks and special tax consequences to tax-exempt and other shareholders in the event the Portfolio realizes excess inclusion income in excess of certain threshold amounts.
Investment in U.S. Real Property. The sale of a U.S. real property interest by a U.S. REIT or U.S. real property holding corporation in which a Portfolio invests may trigger special tax consequences to the Portfolios non-U.S. investors. Please see the SAI for a discussion of the risks and special tax consequences to shareholders from a sale of a U.S. real property interest by a U.S. REIT or U.S. real property holding corporation in which a Portfolio invests.
This discussion of DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES is not intended or written to be used as tax advice. Because everyones tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in a Portfolio. Prospective investors should also consult the SAI.
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Investors who do not already have an agreement in place with a Fund may purchase Institutional Class shares of any Portfolio by first contacting the Portfolios transfer agent at (888) 576-1167. Investors that invest through a financial intermediary should contact such intermediary with regard to purchase instructions. The Portfolios generally are available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions, and a limited number of certain other investors, each as approved from time to time by the Advisor (Eligible Investors). Eligible Investors include employees, former employees, shareholders and directors of the Advisor and the Funds and friends and family members of such persons. The Portfolios generally are available for investment only to U.S. citizens, U.S. residents, and U.S. domestic corporations, partnerships, trusts, or other entities. For purposes of this limitation, U.S. citizens and U.S. residents must reside in the U.S. and U.S. domestic corporations, partnerships, trusts, and other entities must have a U.S. address of record. All investments are subject to approval of the Advisor, and all investors must complete and submit the necessary account registration forms in good order. The Funds reserve the right to reject any initial or additional investment and to suspend the offering of shares of any Portfolio.
All purchases must be received in good order. Good order with respect to the purchase of shares means that (1) a fully completed and properly signed Account Registration Form and any additional supporting legal documentation required by the Advisor and/or transfer agent have been received in legible form, and (2) the transfer agent has been notified of the purchase, no later than the close of regular trading on the NYSE (normally, 4:00 p.m. ET) (Market Close) on the day of the purchase. It is the investor or financial intermediarys responsibility to ensure notification is received in good order by the transfer agent prior to the Market Close on the purchase date.
Under certain conditions, Portfolios may accept and process purchase orders after the close of the NYSE on days that the NYSE unexpectedly closes early and may accept orders on a business day that the NYSE is unexpectedly closed. All orders will be processed at the next determined net asset value per share.
Payment
Payment of the total amount due should be made in U.S. dollars. If your payment is not received on settlement date, your purchase may be canceled. If an order to purchase shares must be canceled due to nonpayment, the purchaser will be responsible for any loss incurred by a Fund arising out of such cancellation. To recover any such loss, the Funds reserve the right to redeem shares owned by any purchaser whose order is canceled, and such purchaser may be prohibited or restricted in the manner of placing further orders.
Purchase by wire or check
Wire. Investors having an account with a bank that is a member or a correspondent of a member of the Federal Reserve System may purchase shares by wire after providing notification to the transfer agent by fax or telephone. The transfer agent can be reached by phone at (888) 576-1167. Notification must include the account number, account name, Portfolio number, trade date and purchase amount. On or before settlement date, the investor paying by wire must request their bank to transmit immediately available funds (federal funds) by wire to the Funds custodian for the account of DFA Investment Dimensions Group Inc. (specify the Portfolio) or, with regard to purchases of the U.S. Large Company Portfolio or the DFA International Value Portfolio, for the account of Dimensional Investment Group Inc. Additional investments also may be made through the wire procedure by first notifying the transfer agent. If your payment is not received on settlement date, your purchase may be canceled.
Check. Investors who wish to purchase shares of any Portfolio by check should first call the Portfolios transfer agent at (888) 576-1167 for additional instructions. Checks should be made payable to Dimensional Funds. Reference the name of the Portfolio in which you wish to invest.
Shares also may be purchased and sold by individuals through securities firms that may charge a service fee or commission for such transactions. No such fee or commission is charged on shares that are purchased or
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redeemed directly from the Funds. Investors who are clients of investment advisory organizations may also be subject to investment advisory fees under their own arrangements with such organizations.
If accepted by the Funds, shares of the Portfolios may be purchased in exchange for securities that are eligible for acquisition by the Portfolios (or their corresponding Master Funds or Underlying Funds) or otherwise represented in their portfolios as described in this Prospectus or as otherwise consistent with the Funds policies or procedures or in exchange for local currencies in which such securities of the International Portfolios, the International Value Series and Enhanced U.S. Large Company Portfolio, are denominated. Securities and local currencies accepted by the Funds for exchange and Fund shares to be issued in the exchange will be valued as set forth under VALUATION OF SHARES at the time of the next determination of net asset value after such acceptance. All dividends, interest, subscription, or other rights pertaining to such securities shall become the property of the Portfolio whose shares are being acquired and must be delivered to the Fund by the investor upon receipt from the issuer. Investors who desire to purchase shares of the International Portfolios or Enhanced U.S. Large Company Portfolio with local currencies should first contact the Advisor.
The Funds will not accept securities in exchange for shares of a Portfolio unless: (1) such securities are, at the time of the exchange, eligible to be included, or otherwise represented, in the Portfolio whose shares are to be issued (or in its corresponding Master Fund or Underlying Funds) and current market values are available for such securities based on a Funds valuation procedures; (2) the investor represents and agrees that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Portfolio under the Securities Act of 1933 or under the laws of the country in which the principal market for such securities exists, or otherwise; and (3) at the discretion of the respective Fund, the value of any such security (except U.S. government securities) being exchanged, together with other securities of the same issuer owned by the Portfolio, Master Fund or Underlying Fund, may not exceed 5% of the net assets of the Portfolio, Master Fund or Underlying Fund immediately after the transaction, however, this last limitation does not apply to the International Small Company Portfolio.
A gain or loss for federal income tax purposes will generally be realized by investors who are subject to federal taxation upon the exchange depending upon the cost of the securities or local currency exchanged. Investors interested in such exchanges should contact the Advisor. Purchases of shares will be made in full and fractional shares calculated to three decimal places. In the interest of economy and convenience, certificates for shares will not be issued.
Policy Regarding Excessive or Short-term Trading
The Portfolios are designed for long-term investors (except as described below) and are not intended for investors that engage in excessive short-term trading activity that may be harmful to the Portfolios, including but not limited to market timing. Short-term or excessive trading into and out of the Portfolios can disrupt portfolio management strategies, harm performance and increase Portfolio expenses for all shareholders, including long-term shareholders who do not generate these costs.
In addition, certain Portfolios and Master Funds may be more susceptible to the risks of short-term trading than other Portfolios and Master Funds. The nature of the holdings of the International Portfolios and International Master 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 Portfolios or Master Funds holdings and the reflection of those changes in the Portfolios net asset value (called arbitrage market timing). Such delays may occur because an International Portfolio or its Master Fund, if applicable, has significant investments in foreign securities where, due to time zone differences, the values of those securities are established some time before the Portfolio and/or the Master Fund calculate their net asset values. In such circumstances, the available market prices for such foreign securities may not accurately reflect the latest indications of value at the time the International Portfolio calculates its net asset value. The U.S. Small Cap Value Portfolio, the U.S. Small Cap Portfolio and the U.S. Micro Cap Portfolio also may be subject to arbitrage market timing because the Portfolios have significant holdings in small cap securities, which may have prices that do not accurately reflect the latest
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indications of value of these securities at the time the Portfolios calculate their net asset values due to, among other reasons, infrequent trading or illiquidity. There is a possibility that arbitrage market timing may dilute the value of a Portfolios shares if redeeming shareholders receive proceeds (and purchasing shareholders receive shares) based upon a net asset value that does not reflect appropriate fair value prices.
The Boards of Directors of the Funds (collectively, the Board) have adopted a policy (the Trading Policy) and the Advisor and DFA Securities LLC (collectively, Dimensional) and Dimensionals agents have implemented the following procedures, which are designed to discourage and prevent market timing or excessive short-term trading in the Funds: (i) trade activity monitoring and purchase blocking procedures; and (ii) use of fair value pricing.
The Funds, Dimensional and their agents monitor trades and flows of money in and out of the Portfolios from time to time in an effort to detect excessive short-term trading activities, and for consistent enforcement of the Trading Policy. The Funds reserve the right to take the actions necessary to stop excessive or disruptive trading activities, including refusing or canceling purchase or exchange orders for any reason, without prior notice, particularly purchase or exchange orders that the Funds believe are made on behalf of market timers. The Funds, Dimensional and their agents reserve the right to restrict, refuse or cancel any purchase or exchange request made by an investor indefinitely if the Funds or Dimensional believe that any combination of trading activity in the accounts is potentially disruptive to a Portfolio. In making such judgments, the Funds and Dimensional seek to act in a manner that is consistent with the interests of shareholders. For purposes of applying these procedures, Dimensional may consider an investors trading history in the Portfolios, and accounts under common ownership, influence or control.
In addition to the Funds general ability to restrict potentially disruptive trading activity as described above, the Funds also have adopted purchase blocking procedures. Under the Funds purchase blocking procedures, where an investor has engaged in any two purchases and two redemptions (including redemptions that are part of an exchange transaction) in a Portfolio in any rolling 30 calendar day monitoring period (i.e., two round trips), the Funds and Dimensional intend to block the investor from making any additional purchases in that Portfolio for 90 calendar days (a purchase block). If implemented, a purchase block will begin at some point after the transaction that caused the investor to have engaged in the prohibited two round-trips is detected by the Funds, Dimensional, or their agents. The Funds and Dimensional are permitted to implement a longer purchase block, or permanently bar future purchases by an investor, if they determine that it is appropriate.
Under the Funds purchase blocking procedures, the following purchases and redemptions will not trigger a purchase block: (i) purchases and redemptions of shares having a value in each transaction of less than $25,000; (ii) purchases and redemptions by U.S. registered investment companies that operate as fund of funds and non-U.S. investment companies that operate as fund of funds that the Funds or Dimensional, in their sole discretion, have determined are not designed and/or are not serving as vehicles for excessive short-term or other disruptive trading (in each case, the fund of funds shall agree to be subject to monitoring by Dimensional); (iii) purchases and redemptions by a feeder portfolio of a master funds shares; (iv) systematic or automated transactions where the shareholder, financial advisor or investment fiduciary does not exercise direct control over the investment decision; (v) retirement plan contributions, loans, loan repayments and distributions (including hardship withdrawals) identified as such in the retirement plan recordkeepers system; (vi) purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations; (vii) purchases of shares with Portfolio dividends or capital gain distributions; (viii) transfers and reregistrations of shares within the same Portfolio; and (ix) transactions by 529 Plans. Notwithstanding the Funds purchase blocking procedures, all transactions in Portfolio shares are subject to the right of the Funds and Dimensional to restrict potentially disruptive trading activity (including purchases and redemptions described above that will not be subject to the purchase blocking procedures).
The Funds, Dimensional or their designees will have the ability, pursuant to Rule 22c-2 under the Investment Company Act of 1940 (the 1940 Act), to request information from financial intermediaries, such as 401(k) plan administrators, trust companies and broker dealers (together, Intermediaries), concerning trades placed in omnibus and other multi-investor accounts (together, Omnibus Accounts), in order to attempt to monitor trades that are placed by the underlying shareholders of these Omnibus Accounts. The Funds, Dimensional and their designees will use the information obtained from the Intermediaries to monitor trading in the Funds and to
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attempt to identify shareholders in Omnibus Accounts engaged in trading that is inconsistent with the Trading Policy or otherwise not in the best interests of the Funds. The Funds, Dimensional or their designees, when they detect trading patterns in shares of the Funds that may constitute short-term or excessive trading, will provide written instructions to the Intermediary to restrict or prohibit further purchases or exchanges of shares of the Portfolios by a shareholder that has been identified as having engaged in excessive or short-term transactions in the Portfolios shares (directly or indirectly through the Intermediarys account) that violate the Trading Policy.
The ability of the Funds and Dimensional to impose these limitations, including the purchase blocking procedures, on investors investing through Intermediaries is dependent on the receipt of information necessary to identify transactions by the underlying investors and the Intermediarys cooperation in implementing the Trading Policy. Investors seeking to engage in excessive short-term trading practices may deploy a variety of strategies to avoid detection, and despite the efforts of the Funds and Dimensional to prevent excessive short-term trading, there is no assurance that the Funds, Dimensional or their agents will be able to identify those shareholders or curtail their trading practices. The ability of the Funds, Dimensional and their agents to detect and limit excessive short-term trading also may be restricted by operational systems and technological limitations.
Transactions in certain rebalancing programs and asset allocation programs, or fund-of-funds products, may be exempt from the Trading Policy subject to approval by the CCO. In addition, the purchase blocking procedures will not apply to a redemption transaction in which a Portfolio distributes portfolio securities to a shareholder in-kind, where the redemption will not disrupt the efficient portfolio management of the Portfolio/Master Fund/Underlying Fund and the redemption is consistent with the interests of the remaining shareholders of the Portfolio/Master Fund/Underlying Fund.
The purchase blocking procedures of the Trading Policy do not apply to shareholders whose shares are held on the books of certain Intermediaries that have not expressly adopted procedures to implement this Policy. The Funds and Dimensional may work with Intermediaries to implement purchase blocking procedures or other procedures that the Funds and Dimensional determine are reasonably designed to achieve the objective of this Trading Policy. At the time the Intermediaries adopt these procedures, shareholders whose accounts are on the books of such Intermediaries will be subject to the Trading Policys purchase blocking procedures or another frequent trading policy that achieves the objective of the purchase blocking procedures. Investors that invest in the Portfolios through an Intermediary should contact the Intermediary for information concerning the policies and procedures that apply to the investor.
As of the date of this Prospectus, the ability of the Funds and Dimensional to apply the purchase blocking procedures on purchases by all investors and the ability of the Funds and Dimensional to monitor trades through Omnibus Accounts maintained by Intermediaries may be restricted due to systems limitations of both the Funds service providers and the Intermediaries. The Funds expect that the application of the Trading Policy as described above, including the purchase blocking procedures (subject to the limitations described above), will be able to be implemented by Intermediaries in compliance with Rule 22c-2 under the 1940 Act.
In addition to monitoring trade activity, the Board has adopted fair value pricing procedures that govern the pricing of the securities of the Portfolios, Master Funds and Underlying Funds. These procedures are designed to help ensure that the prices at which Portfolio shares are purchased and redeemed are fair, and do not result in dilution of shareholder interests or other harm to shareholders. See the discussion under VALUATION OF SHARESNet Asset Value for additional details regarding fair value pricing of the Portfolios securities.
Although the procedures are designed to discourage excessive short-term trading, none of the procedures individually nor all of the procedures taken together can completely eliminate the possibility that excessive short-term trading activity in a Portfolio may occur. The Portfolios, Master Funds and Underlying Funds do not knowingly accommodate excessive or disruptive trading activities, including market timing.
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The net asset value per share of each class of each Portfolio and the net asset value per share of each Master Fund and Underlying Fund is calculated after the close of the NYSE (normally, 4:00 p.m. ET) by dividing the total value of the investments and other assets of the Portfolio, Master Fund or Underlying Fund less any liabilities, by the total outstanding shares of the stock of the respective Portfolio, Master Fund or Underlying Fund. Note: 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. ET.
The value of the shares of each Non-Feeder Portfolio will fluctuate in relation to its own investment experience. The value of the shares of the Feeder Portfolios and International Small Company Portfolio will fluctuate in relation to the investment experience of the Master Funds or Underlying Funds in which such Portfolios invest. Securities held by the Portfolios, Master Funds and Underlying Funds will be valued in accordance with applicable laws and procedures adopted by the Board of Directors or Trustees, and generally, as described below.
Securities held by the Portfolios, Master Funds and Underlying Funds (including over-the-counter securities) are valued at the last quoted sale price of the day. Securities held by the Portfolios, Master Funds and Underlying Funds that are listed on Nasdaq are valued at the Nasdaq Official Closing Price (NOCP). If there is no last reported sale price or NOCP of the day, the Portfolios, Master Funds and Underlying Funds value the securities within the range of the most recent quoted bid and asked prices. Price information on listed securities is taken from the exchange where the security is primarily traded. Generally, securities issued by open-end investment companies, such as the Master Funds and Underlying Funds, are valued using their respective net asset values or public offering prices, as appropriate, for purchase orders placed at the close of the NYSE.
Debt securities will be valued on the basis of prices provided by one or more pricing services or other reasonably reliable sources including broker/dealers that typically handle the purchase and sale of such securities. Securities which are traded over-the-counter and on a stock exchange generally will be valued according to the broadest and most representative market, and it is expected that for bonds and other fixed income securities, this ordinarily will be the over-the-counter market.
The value of the securities and other assets of the Portfolios, Master Funds and Underlying Funds for which no market quotations are readily available (including restricted securities), or for which market quotations have become unreliable, are determined in good faith at fair value in accordance with procedures adopted by the Board of Directors or Trustees, as the case may be. Fair value pricing may also be used if events that have a significant effect on the value of an investment (as determined in the discretion of the Advisor) occur before the net asset value is calculated. When fair value pricing is used, the prices of securities used by the Portfolios, Master Funds and Underlying Funds may differ from the quoted or published prices for the same securities on their primary markets or exchanges.
To the extent that a Portfolio, Master Fund or Underlying Fund holds large numbers of securities, it is likely that it will have a larger number of securities that may be deemed illiquid and therefore must be valued pursuant to special procedures adopted by the Board of Directors or Trustees, than would a fund that holds a smaller number of securities. Portfolios that invest in small capitalization companies are more likely to hold illiquid securities than would a fund that invests in larger capitalization companies.
As of the date of this Prospectus, the Portfolios, Master Funds and Underlying Funds holding foreign equity securities (the Foreign Equity Funds) will also fair value price in the circumstances described below. Generally, trading in foreign securities markets is completed each day at various times before the close of the NYSE. For example, trading in the Japanese securities markets is completed each day at the close of the Tokyo Stock Exchange (normally, 2:00 a.m. ET), which is fourteen hours before the close of the NYSE (normally, 4:00 p.m. ET) and the time that the net asset values of the Foreign Equity Funds are computed. Due to the time differences between the closings of the relevant foreign securities exchanges and the time the Foreign Equity Funds price their shares at the close of the NYSE, the Foreign Equity Funds will fair value their foreign investments when it is
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determined that the market quotations for the foreign investments are either unreliable or not readily available. The fair value prices will attempt to reflect the impact of the U.S. financial markets perceptions and trading activities on the Foreign Equity Funds foreign investments since the last closing prices of the foreign investments were calculated on their primary foreign securities markets or exchanges. For these purposes, the Boards of Directors/Trustees of the Foreign Equity Funds have determined that movements in relevant indices or other appropriate market indicators, after the close of the Tokyo Stock Exchange or the London Stock Exchange, demonstrate that market quotations may be unreliable, and may trigger fair value pricing. Consequently, fair valuation of portfolio securities may occur on a daily basis. The fair value pricing by the Foreign Equity Funds utilizes data furnished by an independent pricing service (and that data draws upon, among other information, the market values of foreign investments). When a Foreign Equity Fund uses fair value pricing, the values assigned to the Foreign Equity Funds foreign investments may not be the quoted or published prices of the investments on their primary markets or exchanges. The Boards of Directors/Trustees of the Foreign Equity Funds monitor the operation of the method used to fair value price the Foreign Equity Funds foreign investments.
Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. There can be no assurance that a Portfolio, Master Fund or Underlying Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Portfolio, Master Fund or Underlying Fund determines its net asset value per share. As a result, the sale or redemption by a Portfolio, Master Fund or Underlying Fund of its shares at net asset value, at a time when a holding or holdings are valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
The net asset values per share of the International Portfolios (in respect to those Portfolios that are Feeder Portfolios and International Small Company Portfolio, the Master Funds) are expressed in U.S. dollars by translating the net assets of each Portfolio, Master Fund or Underlying Fund using the mean of the most recent bid and asked prices for the dollar as quoted by generally recognized reliable sources. Because the International Portfolios and Master Funds and the International Underlying Funds own securities that are primarily listed on foreign exchanges which may trade on days when the Portfolios, Master Funds and Underlying Funds do not price their shares, the net asset values of the International Portfolios and such Master Funds and Underlying Funds may change on days when shareholders will not be able to purchase or redeem shares.
The Portfolios, Master Funds and Underlying Funds generally calculate their net asset values per share and accept purchase and redemption orders on days that the NYSE is open for trading.
Certain of the securities holdings of the DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World ex U.S. Core Equity Portfolio, World Core Equity Portfolio, the Emerging Markets Series, Emerging Markets Small Cap Series, the Emerging Markets Value Fund and Emerging Markets Core Equity Portfolio in Approved Markets may be subject to tax, investment and currency repatriation regulations of the Approved Markets that could have a material effect on the values of the securities. For example, such funds might be subject to different levels of taxation on current income and realized gains depending upon the holding period of the securities. In general, a longer holding period (e.g., 5 years) may result in the imposition of lower tax rates than a shorter holding period (e.g., 1 year). The DFA Global Real Estate Securities Portfolio, the DFA International Real Estate Securities Portfolio, World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World ex U.S. Core Equity Portfolio, World Core Equity Portfolio, the Emerging Markets Master Funds and the Emerging Markets Core Equity Portfolio may also be subject to certain contractual arrangements with investment authorities in an Approved Market which require a Master Fund or Portfolio to maintain minimum holding periods or to limit the extent of repatriation of income and realized gains.
Futures contracts are valued using the settlement price established each day on the exchange on which they are traded. The value of such futures contracts held by a Portfolio, Master Fund or Underlying Fund is determined each day as of such close. Swap contracts generally are valued at a price at which the counterparties to such contracts would repurchase the instrument or terminate the contracts. Structured note agreements are valued in accordance with a dealer-supplied valuation based on changes in the value of the underlying index.
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Provided that the transfer agent has received the investors purchase order in good order as described in PURCHASE OF SHARES , shares of the Portfolio selected will be priced at the public offering price, which is the net asset value of the shares next determined after receipt of such order. The transfer agent or the Funds may, from time to time, appoint sub-transfer agents or various financial intermediaries (Intermediaries) for the receipt of purchase orders, redemption orders and funds from certain investors. Intermediaries, in turn, are authorized to designate other financial intermediaries (Sub-designees) to receive purchase and redemption orders for the Portfolios shares from investors. With respect to such investors, the shares of the Portfolio selected will be priced at the public offering price calculated after receipt of the purchase order by the Intermediary or Sub-designee, as applicable, that is authorized to receive purchase orders. If the investor buys shares through an Intermediary or a Sub-designee, the purchase price will be the public offering price next calculated after the Intermediary or Sub-designee, as applicable, receives the order, rather than on the day the custodian receives the investors payment (provided that the Intermediary or Sub-designee, as applicable, has received the investors purchase order in good order, and the investor has complied with the Intermediarys or Sub-designees payment procedures). No reimbursement fee or sales charge is imposed on purchases. If an order to purchase shares must be canceled due to non-payment, the purchaser will be responsible for any loss incurred by a Portfolio arising out of such cancellation. The Funds reserve the right to redeem shares owned by any purchaser whose order is canceled to recover any resulting loss to a Portfolio and may prohibit or restrict the manner in which such purchaser may place further orders.
When authorized by a Fund, certain financial institutions purchasing a Portfolios shares on behalf of customers or plan participants may place a purchase order unaccompanied by payment. Payment for these shares must be received by the time designated by the Fund (not to exceed the period established for settlement under applicable regulations). If payment is not received by this time, the order may be cancelled. The financial institution is responsible for any costs or losses incurred by the Fund if payment is not received or delayed.
Investors may exchange Institutional Class shares of one Portfolio for Institutional Class shares of another Portfolio by first contacting the Portfolios transfer agent at (888) 576-1167 to notify the transfer agent of the proposed exchange, and then sending a letter of instruction to the transfer agent by fax at (888) 985-2758. Shareholders that invest in the Portfolios through a financial intermediary should contact their financial intermediary for information regarding exchanges.
Exchanges are accepted into those Portfolios that are eligible for the exchange privilege, subject to the purchase requirement set forth in the applicable Portfolios prospectus. Investors may contact the transfer agent at the above-listed phone number for more information on such exchanges, for a list of those Portfolios that accept exchanges, and to request a copy of the prospectuses of other Portfolios of DFA Investment Dimensions Group Inc. or Dimensional Investment Group Inc. that may be offered in an exchange. There is no fee imposed on an exchange. However, the Funds reserve the right to impose an administrative fee in order to cover the costs incurred in processing an exchange. Any such fee will be disclosed in the Prospectus. An exchange is treated as a redemption and a purchase. Therefore, an investor could realize a taxable gain or a loss on the transaction. The Funds reserve the right to revise or terminate the exchange privilege, or limit the amount of or reject any exchange, as deemed necessary, at any time.
The exchange privilege is not intended to afford shareholders 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 Portfolios or otherwise adversely affect the Funds, any proposed exchange will be subject to the approval of the Advisor. Such approval will depend on: (i) the size of the proposed exchange; (ii) the prior number of exchanges by that shareholder; (iii) the nature of the underlying securities and the cash position of the Portfolios involved in the proposed exchange; (iv) the transaction costs involved in processing the exchange; and (v) the total number of redemptions by exchange already made out of a Portfolio. Excessive use of the exchange privilege is defined as any pattern of exchanges among portfolios by an investor that evidences market timing.
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The redemption and purchase prices of shares redeemed and purchased by exchange, respectively, are the net asset values next determined after the transfer agent has received a letter of instruction in good order. Good order means a completed letter of instruction specifying the dollar amount to be exchanged, signed by all registered owners (or representatives thereof) of the shares; and if a Fund does not have on file the authorized signatures for the account, proof of authority. Exchanges will be accepted only if the shares of the Portfolio being acquired are registered in the investors state of residence.
Investors who desire to redeem shares of a Portfolio must first contact the Portfolios transfer agent at (888) 576-1167. Shareholders who invest in the Portfolios through a financial intermediary should contact their financial intermediary regarding redemption procedures. Each Portfolio will redeem shares at the net asset value of such shares next determined, after receipt of a written request for redemption in good order, by the transfer agent (or by an Intermediary or a Sub-designee, if applicable). Good order means that the request to redeem shares must include all necessary documentation, to be received in writing by the transfer agent no later than the close of regular trading on the NYSE (normally, 4:00 p.m. ET) (Market Close), including but not limited to, a letter of instruction specifying the number of shares or dollar amount to be redeemed, signed by all registered owners (or representatives thereof) of the shares and, if a Fund does not have on file the authorized signatures for the account, proof of authority. It is the investor or financial intermediarys responsibility to ensure notification is received in good order by the transfer agent prior to the Market Close on the redemption date.
Under certain conditions, Portfolios may accept and process redemption orders after the close of the NYSE on days that the NYSE unexpectedly closes early and may accept orders on a business day that the NYSE is unexpectedly closed. All orders will be processed at the next determined net asset value per share.
Shareholders redeeming shares who do not already have an agreement in place with a Fund and have authorized redemption payment by wire in writing, may request that redemption proceeds be paid in federal funds wired to the bank they have designated in writing. The Funds reserve the right to send redemption proceeds by check in their discretion; a shareholder may request overnight delivery of such check at the shareholders own expense. If the proceeds are to be wired to a bank account that differs from the standing instructions on file, or paid by check to an address other than the address of record, the transfer agent may request a Medallion Signature Guarantee. If the proceeds are wired to the shareholders account at a bank that is not a member of the Federal Reserve System, there could be a delay in crediting the funds to the shareholders bank account. The Funds reserve the right at any time to suspend or terminate the redemption by wire procedure after prior notification to shareholders. No fee is charged for redemptions. The redemption of all shares in an account will result in the account being closed. A new Account Registration Form will be required for future investments. See PURCHASE OF SHARES . In the interests of economy and convenience, certificates for shares are not issued.
Under certain circumstances and when deemed in the best interest of a Portfolio, redemption proceeds may take up to seven calendar days to be sent after receipt of the redemption request. In addition, with respect to investors redeeming shares that were purchased by check, payment will not be made until the Funds can verify that the payments for the purchase have been, or will be, collected, which may take up to ten days or more. Investors may avoid this delay by submitting a certified check along with the purchase order.
With respect to each Portfolio, the Funds reserve the right to redeem an account if the value of the shares in a specific Portfolio is $500 or less. Before a Fund involuntarily redeems shares from such an account and sends the proceeds to the stockholder, the Fund will give written notice of the redemption to the stockholder at least sixty days before the redemption date. The stockholder will then have sixty days from the date of the notice to make an additional investment in order to bring the value of the shares in the account for a specific Portfolio to more than $500 and avoid such involuntary redemption. The redemption price to be paid to a stockholder for shares redeemed by a Fund under this right will be the aggregate net asset value of the shares in the account at the
211
close of business on the redemption date. The right to redeem small accounts applies to accounts established with the Funds transfer agent.
When in the best interests of a Portfolio, a Portfolio that is not a Feeder Portfolio or Fund of Funds may also make a redemption payment, in whole or in part, by a distribution of portfolio securities that the Portfolio owns in lieu of cash. When in the best interests of a Feeder Portfolio or Fund of Funds, the Portfolio may make a redemption payment, in whole or in part, by a distribution of portfolio securities that the Feeder Portfolio or Fund of Funds receives from the Master Fund or Underlying Funds in lieu of cash. Such distributions will be made in accordance with the federal securities laws and regulations governing mutual funds. Investors may incur brokerage charges and other transaction costs selling securities that were received in payment of redemptions. The International Portfolios reserve the right to redeem their shares in the currencies in which their investments (and, in respect of the Feeder Portfolios and Funds of Funds, the currencies in which the investments of the corresponding Master Funds or Underlying Funds) are denominated. Investors may incur charges in converting such securities to dollars and the value of the securities may be affected by currency exchange fluctuations.
Other institutional investors, including other mutual funds, may invest in each Master Fund. Accordingly, the expenses of such other funds and, correspondingly, their returns may differ from those of the Feeder Portfolios. Please contact The DFA Investment Trust Company and the Dimensional Emerging Markets Value Fund at 6300 Bee Cave Road, Building One, Austin, TX 78746, (512) 306-7400 for information about the availability of investing in a Master Fund other than through a Feeder Portfolio.
The aggregate amount of expenses for a Feeder Portfolio and the corresponding Master Fund may be greater than it would be if the Portfolio were to invest directly in the securities held by the corresponding Master Fund. However, the total expense ratios for the Feeder Portfolios and the Master Funds are expected to be less over time than such ratios would be if the Portfolios were to invest directly in the underlying securities. This arrangement enables various institutional investors, including the Feeder Portfolios, to pool their assets, which may be expected to result in economies by spreading certain fixed costs over a larger asset base. Each shareholder in a Master Fund, including a Feeder Portfolio, will pay its proportionate share of the expenses of that Master Fund. By investing in shares of the International Master Funds, International Small Company Portfolio will indirectly bear its pro rata share of the operating expenses, management expenses and brokerage costs of such Master Funds, as well as the expense of operating the Portfolio.
The shares of the Master Funds will be offered to institutional investors for the purpose of increasing the funds available for investment, to reduce expenses as a percentage of total assets and to achieve other economies that might be available at higher asset levels. Investment in a Master Fund by other institutional investors offers potential benefits to the Master Funds, and through their investment in the Master Funds, the Feeder Portfolios also. 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 Master Funds. Also, if an institutional investor were to redeem its interest in a Master Fund, the remaining investors in that Master Fund could experience higher pro rata operating expenses, thereby producing lower returns, and the Master Funds security holdings may become less diverse, resulting in increased risk. Institutional investors that have a greater pro rata ownership interest in a Master Fund than the corresponding Feeder Portfolio could have effective voting control over the operation of the Master Fund.
If the Board of Directors of the relevant Fund determines that it is in the best interest of a Feeder Portfolio, the Feeder Portfolio may withdraw its investment in a Master Fund at any time. Upon any such withdrawal, the Board would consider what action the Portfolio might take, including either seeking to invest its assets in another registered investment company with the same investment objective as the Portfolio, which might not be possible, or retaining an investment advisor to manage the Portfolios assets in accordance with its own investment objective, possibly at increased cost. Shareholders of a Feeder Portfolio will receive written notice thirty days before the effective date of any change in the investment objective of its corresponding Master Fund. A
212
withdrawal by a Feeder Portfolio of its investment in the corresponding Master Fund could result in a distribution in kind of portfolio securities (as opposed to a cash distribution) to the Portfolio. Should such a distribution occur, the Portfolio could incur brokerage fees or other transaction costs in converting such securities to cash in order to pay redemptions. In addition, a distribution in kind to the Portfolio could result in a less diversified portfolio of investments and could affect adversely the liquidity of the Portfolio. Any net capital gains so realized will be distributed to such a Portfolios shareholders as described in DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES .
Disclosure of Portfolio Holdings
Each Portfolio, Master Fund and Underlying Fund generally will disclose up to its 25 largest portfolio holdings (or with respect to a Feeder Portfolio, the holdings of its Master Fund) (other than cash and cash equivalents) and the percentages that each of these largest portfolio holdings represent of the total assets of the Portfolio, Master Fund or Underlying Fund, as of the most recent month-end, online at the Advisors public website, http://us.dimensional.com , within 20 days after the end of each month. Each Portfolio, Master Fund and Underlying Fund also generally will disclose its complete portfolio holdings (or with respect to a Feeder Portfolio, the holdings of its Master Fund) (other than cash and cash equivalents), as of month-end, online at the Advisors public website, 30 days following the month-end or more frequently and at different periods when authorized in accordance with the Portfolios, Master Funds and Underlying Funds policies and procedures. Please consult the SAI for a description of the other policies and procedures that govern disclosure of the portfolio holdings by the Portfolios, Master Funds and Underlying Funds.
Delivery of Shareholder Documents
To eliminate duplicate mailings and reduce expenses, the Portfolios may deliver a single copy of certain shareholder documents, such as this Prospectus and annual and semi-annual reports, to related shareholders at the same address, even if accounts are registered in different names. This practice is known as householding. The Portfolios will not household personal information documents, such as account statements. If you do not want the mailings of these documents to be combined with other members of your household, please call the transfer agent at (888) 576-1167. We will begin sending individual copies of the shareholder documents to you within 30 days of receiving your request.
The Financial Highlights table is meant to help you understand each Portfolios financial performance for the past 5 years or, if shorter, the period of that Portfolios operations, as indicated by the table. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Portfolio, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Portfolios financial statements, is included in the annual reports. Further information about the Portfolios performance is contained in the annual reports, which are available upon request.
213
Dimensional Investment Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Large Company Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 15.94 | $ | 13.87 | $ | 11.15 | $ | 9.90 | $ | 9.34 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.33 | 0.29 | 0.27 | 0.22 | 0.19 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.47 | 2.07 | 2.71 | 1.25 | 0.56 | |||||||||||||||
Total From Investment Operations |
0.80 | 2.36 | 2.98 | 1.47 | 0.75 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.32 | ) | (0.29 | ) | (0.26 | ) | (0.22 | ) | (0.19 | ) | ||||||||||
Total Distributions |
(0.32 | ) | (0.29 | ) | (0.26 | ) | (0.22 | ) | (0.19 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 16.42 | $ | 15.94 | $ | 13.87 | $ | 11.15 | $ | 9.90 | ||||||||||
Total Return |
5.09 | % | 17.17 | % | 27.10 | % | 15.02 | % | 8.09 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 5,810,743 | $ | 5,668,374 | $ | 4,917,336 | $ | 4,037,336 | $ | 3,762,013 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.08 | % | 0.08 | % | 0.09 | % | 0.10 | % | 0.10 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor) |
0.09 | % | 0.08 | % | 0.10 | % | 0.10 | % | 0.10 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.05 | % | 1.95 | % | 2.13 | % | 2.10 | % | 1.95 | % | ||||||||||
Portfolio Turnover Rate |
2 | % | 3 | % | 3 | % | 4 | % | 4 | % |
# | Computed using average shares outstanding. |
214
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Enhanced U.S. Large Company Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
|
Year
Ended
Oct. 31,
2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 13.65 | $ | 11.70 | $ | 9.29 | $ | 8.15 | $ | 7.53 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.07 | 0.07 | 0.07 | 0.07 | 0.07 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.53 | 1.94 | 2.42 | 1.20 | 0.56 | |||||||||||||||
Total From Investment Operations |
0.60 | 2.01 | 2.49 | 1.27 | 0.63 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.05 | ) | (0.06 | ) | (0.08 | ) | (0.13 | ) | (0.01 | ) | ||||||||||
Net Realized Gains |
(1.66 | ) | | | | | ||||||||||||||
Total Distributions |
(1.71 | ) | (0.06 | ) | (0.08 | ) | (0.13 | ) | (0.01 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 12.54 | $ | 13.65 | $ | 11.70 | $ | 9.29 | $ | 8.15 | ||||||||||
Total Return |
5.25 | % | 17.18 | % | 26.99 | % | 15.84 | % | 8.41 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 203,641 | $ | 216,719 | $ | 212,840 | $ | 190,011 | $ | 171,128 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.24 | % | 0.23 | % | 0.24 | % | 0.25 | % | 0.26 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.24 | % | 0.23 | % | 0.24 | % | 0.25 | % | 0.26 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
0.53 | % | 0.55 | % | 0.63 | % | 0.80 | % | 0.86 | % | ||||||||||
Portfolio Turnover Rate |
223 | % | 202 | % | 139 | % | 76 | % | 140 | % |
# | Computed using average shares outstanding. |
215
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Large Cap Equity Portfolio | ||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended
Oct. 31,
2014 |
Period
June 25, 2013* to Oct. 31, 2013 |
||||||||||
Net Asset Value, Beginning of Period |
$ | 12.65 | $ | 11.07 | $ | 10.00 | ||||||
Income From Investment Operations |
||||||||||||
Net Investment Income (Loss)# |
0.23 | 0.21 | 0.06 | |||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.21 | 1.57 | 1.04 | |||||||||
Total from Investment Operations |
0.44 | 1.78 | 1.10 | |||||||||
Less Distributions |
||||||||||||
Net Investment Income |
(0.21 | ) | (0.20 | ) | (0.03 | ) | ||||||
Net Realized Gains |
(0.02 | ) | | | ||||||||
Total Distributions |
(0.23 | ) | (0.20 | ) | (0.03 | ) | ||||||
Net Asset Value, End of Period |
$ | 12.86 | $ | 12.65 | $ | 11.07 | ||||||
Total Return |
3.49 | % | 16.19 | % | 11.01 | % | ||||||
Net Assets, End of Period (thousands) |
$ | 699,144 | $ | 274,955 | $ | 135,407 | ||||||
Ratio of Expenses to Average Net Assets |
0.19 | % | 0.19 | % | 0.19 | %@^ | ||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.19 | % | 0.20 | % | 0.25 | %@^ | ||||||
Ratio of Net Investment Income to Average Net Assets |
1.77 | % | 1.75 | % | 1.58 | %@^ | ||||||
Portfolio Turnover Rate |
12 | % | 1 | % | 0 | % |
# | Computed using average shares outstanding. |
^ | Annualized. |
| Non-Annualized. |
* | Commencement of operations. |
@ | Because of commencement of operations and related preliminary transaction costs, these ratios are not necessarily indicative of future ratios. |
216
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Large Cap Value Portfolio Institutional Class Shares | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 33.75 | $ | 29.72 | $ | 22.34 | $ | 19.29 | $ | 18.58 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.69 | 0.56 | 0.47 | 0.41 | 0.33 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.32 | ) | 4.02 | 7.38 | 3.04 | 0.70 | ||||||||||||||
Total From Investment Operations |
0.37 | 4.58 | 7.85 | 3.45 | 1.03 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.66 | ) | (0.55 | ) | (0.47 | ) | (0.40 | ) | (0.32 | ) | ||||||||||
Net Realized Gains |
(0.19 | ) | | | | | ||||||||||||||
Total Distributions |
(0.85 | ) | (0.55 | ) | (0.47 | ) | (0.40 | ) | (0.32 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 33.27 | $ | 33.75 | $ | 29.72 | $ | 22.34 | $ | 19.29 | ||||||||||
Total Return |
1.16 | % | 15.49 | % | 35.52 | % | 18.14 | % | 5.53 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 15,807,935 | $ | 15,146,981 | $ | 11,963,072 | $ | 8,334,585 | $ | 7,340,344 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.27 | % | 0.27 | % | 0.27 | % | 0.27 | % | 0.28 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly)* |
0.30 | % | 0.27 | % | 0.27 | % | 0.27 | % | 0.28 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.04 | % | 1.75 | % | 1.82 | % | 1.99 | % | 1.63 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
217
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Small Cap Value Portfolio Institutional Class Shares | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 35.82 | $ | 34.48 | $ | 26.57 | $ | 23.50 | $ | 22.49 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.41 | 0.23 | 0.39 | 0.20 | 0.16 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(1.44 | ) | 2.93 | 9.41 | 3.38 | 1.00 | ||||||||||||||
Total From Investment Operations |
(1.03 | ) | 3.16 | 9.80 | 3.58 | 1.16 | ||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.38 | ) | (0.22 | ) | (0.37 | ) | (0.18 | ) | (0.15 | ) | ||||||||||
Net Realized Gains |
(1.33 | ) | (1.60 | ) | (1.52 | ) | (0.33 | ) | | |||||||||||
Total Distributions |
(1.71 | ) | (1.82 | ) | (1.89 | ) | (0.51 | ) | (0.15 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 33.08 | $ | 35.82 | $ | 34.48 | $ | 26.57 | $ | 23.50 | ||||||||||
Total Return |
(2.83 | )% | 9.49 | % | 39.35 | % | 15.60 | % | 5.13 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 11,680,262 | $ | 11,512,306 | $ | 9,526,981 | $ | 7,088,470 | $ | 6,540,863 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.52 | % | 0.52 | % | 0.52 | % | 0.52 | % | 0.52 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.18 | % | 0.66 | % | 1.28 | % | 0.78 | % | 0.62 | % | ||||||||||
Portfolio Turnover Rate |
17 | % | 9 | % | 14 | % | 15 | % | 14 | % |
# | Computed using average shares outstanding. |
218
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Targeted Value Portfolio Institutional Class Shares | ||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 23.16 | $ | 22.60 | $ | 17.28 | $ | 15.32 | $ | 14.76 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.29 | 0.21 | 0.24 | 0.17 | 0.12 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.61 | ) | 1.85 | 6.31 | 2.06 | 0.59 | ||||||||||||||
Total From Investment Operations |
(0.32 | ) | 2.06 | 6.55 | 2.23 | 0.71 | ||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.27 | ) | (0.18 | ) | (0.25 | ) | (0.15 | ) | (0.12 | ) | ||||||||||
Net Realized Gains |
(1.01 | ) | (1.32 | ) | (0.98 | ) | (0.12 | ) | (0.03 | ) | ||||||||||
Total Distributions |
(1.28 | ) | (1.50 | ) | (1.23 | ) | (0.27 | ) | (0.15 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 21.56 | $ | 23.16 | $ | 22.60 | $ | 17.28 | $ | 15.32 | ||||||||||
Total Return |
(1.20 | )% | 9.58 | % | 40.40 | % | 14.78 | % | 4.76 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 6,987,896 | $ | 5,490,959 | $ | 4,180,974 | $ | 2,989,632 | $ | 2,487,929 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.37 | % | 0.37 | % | 0.37 | % | 0.38 | % | 0.38 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.28 | % | 0.90 | % | 1.25 | % | 1.03 | % | 0.71 | % | ||||||||||
Portfolio Turnover Rate |
15 | % | 10 | % | 16 | % | 20 | % | 23 | % |
# | Computed using average shares outstanding. |
219
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Core Equity 1 Portfolio Institutional Class Shares | ||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 17.71 | $ | 15.74 | $ | 12.11 | $ | 10.78 | $ | 10.18 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.31 | 0.27 | 0.25 | 0.21 | 0.17 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.26 | 2.02 | 3.62 | 1.32 | 0.59 | |||||||||||||||
Total From Investment Operations |
0.57 | 2.29 | 3.87 | 1.53 | 0.76 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.30 | ) | (0.25 | ) | (0.24 | ) | (0.20 | ) | (0.16 | ) | ||||||||||
Net Realized Gains |
(0.08 | ) | (0.07 | ) | | | | |||||||||||||
Total Distributions |
(0.38 | ) | (0.32 | ) | (0.24 | ) | (0.20 | ) | (0.16 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 17.90 | $ | 17.71 | $ | 15.74 | $ | 12.11 | $ | 10.78 | ||||||||||
Total Return |
3.26 | % | 14.72 | % | 32.32 | % | 14.29 | % | 7.47 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 13,275,774 | $ | 10,780,830 | $ | 7,566,179 | $ | 4,876,973 | $ | 3,731,411 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.19 | % | 0.19 | % | 0.19 | % | 0.19 | % | 0.20 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.71 | % | 1.61 | % | 1.79 | % | 1.79 | % | 1.49 | % | ||||||||||
Portfolio Turnover Rate |
4 | % | 5 | % | 1 | % | 3 | % | 5 | % |
# | Computed using average shares outstanding. |
220
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Core Equity 2 Portfolio Institutional Class Shares | ||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 17.34 | $ | 15.62 | $ | 11.99 | $ | 10.61 | $ | 10.06 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.30 | 0.26 | 0.24 | 0.20 | 0.16 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.02 | 1.86 | 3.73 | 1.36 | 0.54 | |||||||||||||||
Total From Investment Operations |
0.32 | 2.12 | 3.97 | 1.56 | 0.70 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.28 | ) | (0.24 | ) | (0.24 | ) | (0.18 | ) | (0.15 | ) | ||||||||||
Net Realized Gains |
(0.12 | ) | (0.16 | ) | (0.10 | ) | | | ||||||||||||
Total Distributions |
(0.40 | ) | (0.40 | ) | (0.34 | ) | (0.18 | ) | (0.15 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 17.26 | $ | 17.34 | $ | 15.62 | $ | 11.99 | $ | 10.61 | ||||||||||
Total Return |
1.92 | % | 13.78 | % | 33.66 | % | 14.81 | % | 6.98 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 15,200,564 | $ | 12,919,176 | $ | 9,989,564 | $ | 6,923,984 | $ | 5,819,906 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.22 | % | 0.22 | % | 0.22 | % | 0.22 | % | 0.22 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.68 | % | 1.55 | % | 1.74 | % | 1.74 | % | 1.42 | % | ||||||||||
Portfolio Turnover Rate |
5 | % | 6 | % | 3 | % | 5 | % | 9 | % |
# | Computed using average shares outstanding. |
221
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Vector Equity Portfolio Institutional Class Shares | ||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 17.04 | $ | 15.62 | $ | 11.61 | $ | 10.28 | $ | 9.82 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.25 | 0.21 | 0.20 | 0.16 | 0.12 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.30 | ) | 1.62 | 4.03 | 1.32 | 0.46 | ||||||||||||||
Total From Investment Operations |
(0.05 | ) | 1.83 | 4.23 | 1.48 | 0.58 | ||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.24 | ) | (0.19 | ) | (0.20 | ) | (0.15 | ) | (0.12 | ) | ||||||||||
Net Realized Gains |
(0.53 | ) | (0.22 | ) | (0.02 | ) | | | ||||||||||||
Total Distributions |
(0.77 | ) | (0.41 | ) | (0.22 | ) | (0.15 | ) | (0.12 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 16.22 | $ | 17.04 | $ | 15.62 | $ | 11.61 | $ | 10.28 | ||||||||||
Total Return |
(0.18 | )% | 11.91 | % | 36.80 | % | 14.55 | % | 5.86 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 3,651,529 | $ | 3,501,319 | $ | 2,893,842 | $ | 2,009,177 | $ | 1,851,895 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.32 | % | 0.32 | % | 0.32 | % | 0.32 | % | 0.33 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor) |
0.32 | % | 0.32 | % | 0.32 | % | 0.32 | % | 0.33 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.50 | % | 1.26 | % | 1.50 | % | 1.45 | % | 1.11 | % | ||||||||||
Portfolio Turnover Rate |
10 | % | 10 | % | 3 | % | 9 | % | 10 | % |
# | Computed using average shares outstanding. |
222
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Small Cap Portfolio Institutional Class Shares | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 31.38 | $ | 30.03 | $ | 23.11 | $ | 20.55 | $ | 19.06 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.35 | 0.26 | 0.35 | 0.25 | 0.18 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.33 | 2.27 | 8.13 | 2.53 | 1.49 | |||||||||||||||
Total From Investment Operations |
0.68 | 2.53 | 8.48 | 2.78 | 1.67 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.33 | ) | (0.24 | ) | (0.36 | ) | (0.22 | ) | (0.18 | ) | ||||||||||
Net Realized Gains |
(0.89 | ) | (0.94 | ) | (1.20 | ) | | | ||||||||||||
Total Distributions |
(1.22 | ) | (1.18 | ) | (1.56 | ) | (0.22 | ) | (0.18 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 30.84 | $ | 31.38 | $ | 30.03 | $ | 23.11 | $ | 20.55 | ||||||||||
Total Return |
2.34 | % | 8.67 | % | 39.03 | % | 13.61 | % | 8.76 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 10,616,542 | $ | 9,247,716 | $ | 7,446,827 | $ | 4,563,345 | $ | 3,770,323 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.37 | % | 0.37 | % | 0.37 | % | 0.37 | % | 0.37 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.10 | % | 0.86 | % | 1.33 | % | 1.14 | % | 0.84 | % | ||||||||||
Portfolio Turnover Rate |
11 | % | 9 | % | 10 | % | 16 | % | 23 | % |
# | Computed using average shares outstanding. |
223
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Micro Cap Portfolio Institutional Class Shares | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 30, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 20.10 | $ | 19.64 | $ | 14.84 | $ | 13.24 | $ | 12.25 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.16 | 0.14 | 0.19 | 0.14 | 0.09 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.02 | 1.35 | 5.57 |
|
1.59 |
|
0.99 | |||||||||||||
Total From Investment Operations |
0.18 | 1.49 | 5.76 | 1.73 | 1.08 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.16 | ) | (0.13 | ) | (0.20 | ) | (0.13 | ) | (0.09 | ) | ||||||||||
Net Realized Gains |
(1.12 | ) | (0.90 | ) | (0.76 | ) | | | ||||||||||||
Total Distributions |
(1.28 | ) | (1.03 | ) | (0.96 | ) | (0.13 | ) | (0.09 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 19.00 | $ | 20.10 | $ | 19.64 | $ | 14.84 | $ | 13.24 | ||||||||||
Total Return |
1.11 | % | 7.88 | % | 41.34 | % | 13.13 | % | 8.85 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 5,007,091 | $ | 5,029,027 | $ | 4,695,831 | $ | 3,437,958 | $ | 3,257,719 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.52 | % | 0.52 | % | 0.52 | % | 0.52 | % | 0.52 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
0.82 | % | 0.69 | % | 1.16 | % | 0.99 | % | 0.69 | % | ||||||||||
Portfolio Turnover Rate |
14 | % | 12 | % | 11 | % | 15 | % | 14 | % |
# | Computed using average shares outstanding. |
224
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
DFA Real Estate Securities Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended
2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 32.24 | $ | 27.77 | $ | 25.83 | $ | 23.25 | $ | 21.24 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.90 | 0.72 | 0.67 | 0.57 | 0.40 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.95 | 4.62 | 1.95 | 2.74 | 1.93 | |||||||||||||||
Total From Investment Operations |
1.85 | 5.34 | 2.62 | 3.31 | 2.33 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(1.05 | ) | (0.87 | ) | (0.68 | ) | (0.73 | ) | (0.32 | ) | ||||||||||
Total Distributions |
(1.05 | ) | (0.87 | ) | (0.68 | ) | (0.73 | ) | (0.32 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 33.04 | $ | 32.24 | $ | 27.77 | $ | 25.83 | $ | 23.25 | ||||||||||
Total Return |
5.89 | % | 19.80 | % | 10.28 | % | 14.45 | % | 11.09 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 6,553,192 | $ | 6,607,759 | $ | 4,677,418 | $ | 3,716,389 | $ | 3,098,647 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.18 | % | 0.18 | % | 0.18 | % | 0.22 | % | 0.32 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.19 | % | 0.19 | % | 0.19 | % | 0.23 | % | 0.32 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.75 | % | 2.48 | % | 2.42 | % | 2.29 | % | 1.76 | % | ||||||||||
Portfolio Turnover Rate |
4 | % | 0 | % | 1 | % | 0 | % | 3 | % |
# | Computed using average shares outstanding. |
225
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Large Cap International Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 21.59 | $ | 22.20 | $ | 18.33 | $ | 17.91 | $ | 19.42 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.58 | 0.75 | 0.58 | 0.60 | 0.63 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(1.24 | ) | (0.62 | ) | 3.90 | 0.40 | (1.53 | ) | ||||||||||||
Total From Investment Operations |
(0.66 | ) | 0.13 | 4.48 | 1.00 | (0.90 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.57 | ) | (0.74 | ) | (0.61 | ) | (0.58 | ) | (0.61 | ) | ||||||||||
Total Distributions |
(0.57 | ) | (0.74 | ) | (0.61 | ) | (0.58 | ) | (0.61 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 20.36 | $ | 21.59 | $ | 22.20 | $ | 18.33 | $ | 17.91 | ||||||||||
Total Return |
(3.10 | )% | 0.47 | % | 24.85 | % | 5.89 | % | (4.86 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 3,150,334 | $ | 3,127,847 | $ | 2,755,114 | $ | 2,055,759 | $ | 1,704,149 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.29 | % | 0.28 | % | 0.29 | % | 0.30 | % | 0.30 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.29 | % | 0.28 | % | 0.29 | % | 0.30 | % | 0.30 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.71 | % | 3.35 | % | 2.90 | % | 3.38 | % | 3.19 | % | ||||||||||
Portfolio Turnover Rate |
10 | % | 4 | % | 5 | % | 4 | % | 3 | % |
# | Computed using average shares outstanding. |
226
Dimensional Investment Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
DFA International Value Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 18.47 | $ | 19.45 | $ | 15.72 | $ | 15.83 | $ | 17.81 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.56 | 0.84 | 0.52 | 0.54 | 0.58 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(1.56 | ) | (0.98 | ) | 3.78 | (0.12 | ) | (1.99 | ) | |||||||||||
Total from Investment Operations |
(1.00 | ) | (0.14 | ) | 4.30 | 0.42 | (1.41 | ) | ||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.55 | ) | (0.84 | ) | (0.57 | ) | (0.53 | ) | (0.57 | ) | ||||||||||
Total Distributions |
(0.55 | ) | (0.84 | ) | (0.57 | ) | (0.53 | ) | (0.57 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 16.92 | $ | 18.47 | $ | 19.45 | $ | 15.72 | $ | 15.83 | ||||||||||
Total Return |
(5.58 | )% | (0.97 | )% | 27.90 | % | 2.98 | % | (8.26 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 6,795,481 | $ | 6,991,214 | $ | 6,522,355 | $ | 5,480,888 | $ | 5,287,323 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.43 | % | 0.43 | % | 0.43 | % | 0.45 | % | 0.45 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.49 | % | 0.43 | % | 0.43 | % | 0.45 | % | 0.45 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
3.10 | % | 4.29 | % | 3.00 | % | 3.54 | % | 3.26 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
227
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
International Core Equity Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended
Oct. 31,
2012 |
Year
Ended
Oct. 31,
2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 12.15 | $ | 12.57 | $ | 10.10 | $ | 9.89 | $ | 10.78 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.32 | 0.38 | 0.31 | 0.31 | 0.33 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.45 | ) | (0.43 | ) | 2.47 | 0.20 | (0.89 | ) | ||||||||||||
Total From Investment Operations |
(0.13 | ) | (0.05 | ) | 2.78 | 0.51 | (0.56 | ) | ||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.33 | ) | (0.37 | ) | (0.31 | ) | (0.30 | ) | (0.33 | ) | ||||||||||
Total Distributions |
(0.33 | ) | (0.37 | ) | (0.31 | ) | (0.30 | ) | (0.33 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 11.69 | $ | 12.15 | $ | 12.57 | $ | 10.10 | $ | 9.89 | ||||||||||
Total Return |
(1.10 | )% | (0.55 | )% | 27.98 | % | 5.49 | % | (5.49 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 14,420,568 | $ | 12,294,542 | $ | 9,508,466 | $ | 6,482,738 | $ | 5,395,884 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.38 | % | 0.38 | % | 0.39 | % | 0.40 | % | 0.40 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.38 | % | 0.38 | % | 0.39 | % | 0.40 | % | 0.40 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.63 | % | 3.01 | % | 2.80 | % | 3.18 | % | 2.96 | % | ||||||||||
Portfolio Turnover Rate |
4 | % | 7 | % | 3 | % | 5 | % | 3 | % |
# | Computed using average shares outstanding. |
228
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
International Small Company Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 18.24 | $ | 19.40 | $ | 15.28 | $ | 15.21 | $ | 16.14 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.41 | 0.42 | 0.42 | 0.38 | 0.40 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.12 | (0.62 | ) | 4.16 | 0.39 | (0.83 | ) | |||||||||||||
Total From Investment Operations |
0.53 | (0.20 | ) | 4.58 | 0.77 | (0.43 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.42 | ) | (0.42 | ) | (0.37 | ) | (0.42 | ) | (0.50 | ) | ||||||||||
Net Realized Gains |
(0.57 | ) | (0.54 | ) | (0.09 | ) | (0.28 | ) | | |||||||||||
Total Distributions |
(0.99 | ) | (0.96 | ) | (0.46 | ) | (0.70 | ) | (0.50 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 17.78 | $ | 18.24 | $ | 19.40 | $ | 15.28 | $ | 15.21 | ||||||||||
Total Return |
3.30 | % | (1.09 | )% | 30.66 | % | 5.63 | % | (2.92 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 9,323,492 | $ | 8,844,517 | $ | 8,520,717 | $ | 6,423,160 | $ | 5,834,015 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.54 | % | 0.53 | % | 0.54 | % | 0.56 | % | 0.55 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.54 | % | 0.53 | % | 0.54 | % | 0.56 | % | 0.55 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.30 | % | 2.15 | % | 2.47 | % | 2.58 | % | 2.37 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Funds. |
229
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Japanese Small Company Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 19.15 | $ | 19.33 | $ | 14.99 | $ | 15.24 | $ | 14.13 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.25 | 0.24 | 0.26 | 0.29 | 0.27 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
1.36 | 0.13 | 4.21 | (0.26 | ) | 1.08 | ||||||||||||||
Total From Investment Operations |
1.61 | 0.37 | 4.47 | 0.03 | 1.35 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.30 | ) | (0.55 | ) | (0.13 | ) | (0.28 | ) | (0.24 | ) | ||||||||||
Total Distributions |
(0.30 | ) | (0.55 | ) | (0.13 | ) | (0.28 | ) | (0.24 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 20.46 | $ | 19.15 | $ | 19.33 | $ | 14.99 | $ | 15.24 | ||||||||||
Total Return |
8.62 | % | 2.00 | % | 30.06 | % | 0.20 | % | 9.57 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 463,997 | $ | 508,190 | $ | 414,132 | $ | 293,968 | $ | 163,120 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.54 | % | 0.55 | % | 0.56 | % | 0.57 | % | 0.56 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.57 | % | 0.55 | % | 0.56 | % | 0.57 | % | 0.56 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.27 | % | 1.25 | % | 1.51 | % | 1.88 | % | 1.74 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
230
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Asia Pacific Small Company Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year Ended
Oct. 31,
|
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 22.88 | $ | 24.82 | $ | 23.22 | $ | 23.04 | $ | 25.64 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.75 | 0.83 | 1.01 | 0.87 | 0.85 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(3.51 | ) | (1.81 | ) | 1.37 | 0.58 | (2.16 | ) | ||||||||||||
Total From Investment Operations |
(2.76 | ) | (0.98 | ) | 2.38 | 1.45 | (1.31 | ) | ||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(1.06 | ) | (0.96 | ) | (0.78 | ) | (1.27 | ) | (1.29 | ) | ||||||||||
Total Distributions |
(1.06 | ) | (0.96 | ) | (0.78 | ) | (1.27 | ) | (1.29 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 19.06 | $ | 22.88 | $ | 24.82 | $ | 23.22 | $ | 23.04 | ||||||||||
Total Return |
(12.19 | )% | (3.84 | )% | 10.46 | % | 7.09 | % | (5.59 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 200,270 | $ | 364,117 | $ | 331,166 | $ | 238,191 | $ | 139,262 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.55 | % | 0.55 | % | 0.57 | % | 0.59 | % | 0.60 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.57 | % | 0.55 | % | 0.57 | % | 0.59 | % | 0.60 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
3.67 | % | 3.53 | % | 4.26 | % | 3.91 | % | 3.34 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
231
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
United Kingdom Small Company Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 35.92 | $ | 36.96 | $ | 27.81 | $ | 23.44 | $ | 24.24 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
1.06 | 0.95 | 0.88 | 0.69 | 0.82 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
1.95 | (0.65 | ) | 9.17 | 4.47 | (0.85 | ) | |||||||||||||
Total From Investment Operations |
3.01 | 0.30 | 10.05 | 5.16 | (0.03 | ) | ||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(1.05 | ) | (0.93 | ) | (0.90 | ) | (0.79 | ) | (0.77 | ) | ||||||||||
Net Realized Gains |
(2.38 | ) | (0.41 | ) | | | | |||||||||||||
Total Distributions |
(3.43 | ) | (1.34 | ) | (0.90 | ) | (0.79 | ) | (0.77 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 35.50 | $ | 35.92 | $ | 36.96 | $ | 27.81 | $ | 23.44 | ||||||||||
Total Return |
9.43 | % | 0.73 | % | 36.81 | % | 22.82 | % | (0.28 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 35,637 | $ | 35,050 | $ | 37,096 | $ | 31,316 | $ | 33,869 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.58 | % | 0.58 | % | 0.59 | % | 0.60 | % | 0.60 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.62 | % | 0.62 | % | 0.63 | % | 0.63 | % | 0.62 | % | ||||||||||
Ratio of Net Investment Income to Average
|
2.99 | % | 2.50 | % | 2.79 | % | 2.83 | % | 3.26 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
232
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Continental Small Company Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 19.34 | $ | 20.26 | $ | 14.51 | $ | 14.66 | $ | 16.93 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.43 | 0.42 | 0.37 | 0.39 | 0.39 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
1.38 | (0.90 | ) | 5.78 | (0.17 | ) | (2.20 | ) | ||||||||||||
Total From Investment Operations |
1.81 | (0.48 | ) | 6.15 | 0.22 | (1.81 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.41 | ) | (0.44 | ) | (0.40 | ) | (0.37 | ) | (0.46 | ) | ||||||||||
Total Distributions |
(0.41 | ) | (0.44 | ) | (0.40 | ) | (0.37 | ) | (0.46 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 20.74 | $ | 19.34 | $ | 20.26 | $ | 14.51 | $ | 14.66 | ||||||||||
Total Return |
9.37 | % | (2.68 | )% | 42.99 | % | 1.85 | % | (11.09 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 278,024 | $ | 168,961 | $ | 170,806 | $ | 106,316 | $ | 117,452 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.55 | % | 0.56 | % | 0.58 | % | 0.59 | % | 0.58 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly)* |
0.58 | % | 0.56 | % | 0.58 | % | 0.59 | % | 0.58 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.09 | % | 1.97 | % | 2.16 | % | 2.78 | % | 2.25 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
233
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
DFA International Real Estate Securities Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 5.63 | $ | 5.48 | $ | 5.67 | $ | 4.90 | $ | 5.58 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.19 | 0.22 | 0.22 | 0.27 | 0.30 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.22 | ) | 0.19 | 0.25 | 0.75 | (0.33 | ) | |||||||||||||
Total From Investment Operations |
(0.03 | ) | 0.41 | 0.47 | 1.02 | (0.03 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.33 | ) | (0.26 | ) | (0.66 | ) | (0.25 | ) | (0.65 | ) | ||||||||||
Total Distributions |
(0.33 | ) | (0.26 | ) | (0.66 | ) | (0.25 | ) | (0.65 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 5.27 | $ | 5.63 | $ | 5.48 | $ | 5.67 | $ | 4.90 | ||||||||||
Total Return |
(0.37 | )% | 8.21 | % | 9.24 | % | 22.34 | % | (0.43 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 3,540,092 | $ | 3,088,376 | $ | 2,158,977 | $ | 1,531,708 | $ | 1,060,156 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.32 | % | 0.38 | % | 0.39 | % | 0.41 | % | 0.42 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.32 | % | 0.38 | % | 0.39 | % | 0.41 | % | 0.42 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
3.64 | % | 4.14 | % | 4.07 | % | 5.45 | % | 5.73 | % | ||||||||||
Portfolio Turnover Rate |
2 | % | 1 | % | 5 | % | 3 | % | 7 | % |
# | Computed using average shares outstanding. |
234
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
DFA Global Real Estate Securities Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 10.63 | $ | 9.59 | $ | 9.33 | $ | 8.21 | $ | 8.28 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.44 | 0.31 | 0.49 | 0.29 | 0.41 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.09 | ) | 1.05 | 0.37 | 1.07 | 0.06 | ||||||||||||||
Total From Investment Operations |
0.35 | 1.36 | 0.86 | 1.36 | 0.47 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.39 | ) | (0.32 | ) | (0.60 | ) | (0.24 | ) | (0.54 | ) | ||||||||||
Total Distributions |
(0.39 | ) | (0.32 | ) | (0.60 | ) | (0.24 | ) | (0.54 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 10.59 | $ | 10.63 | $ | 9.59 | $ | 9.33 | $ | 8.21 | ||||||||||
Total Return |
3.44 | % | 14.98 | % | 9.74 | % | 17.33 | % | 6.17 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 4,059,916 | $ | 3,305,472 | $ | 2,082,707 | $ | 1,315,547 | $ | 869,348 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.27 | % | 0.32 | % | 0.32 | % | 0.34 | % | 0.41 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly)* |
0.45 | % | 0.55 | % | 0.55 | % | 0.60 | % | 0.73 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
4.16 | % | 3.21 | % | 5.18 | % | 3.38 | % | 5.01 | % | ||||||||||
Portfolio Turnover Rate |
1 | % | N/A | N/A | N/A | N/A |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Funds. |
235
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
DFA International Small Cap Value Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 19.55 | $ | 20.17 | $ | 15.16 | $ | 14.85 | $ | 16.16 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.38 | 0.37 | 0.37 | 0.34 | 0.34 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.22 | (0.34 | ) | 5.21 | 0.61 | (0.98 | ) | |||||||||||||
Total From Investment Operations |
0.60 | 0.03 | 5.58 | 0.95 | (0.64 | ) | ||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.37 | ) | (0.35 | ) | (0.36 | ) | (0.36 | ) | (0.38 | ) | ||||||||||
Net Realized Gains |
(0.34 | ) | (0.30 | ) | (0.21 | ) | (0.28 | ) | (0.29 | ) | ||||||||||
Total Distributions |
(0.71 | ) | (0.65 | ) | (0.57 | ) | (0.64 | ) | (0.67 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 19.44 | $ | 19.55 | $ | 20.17 | $ | 15.16 | $ | 14.85 | ||||||||||
Total Return |
3.31 | % | 0.13 | % | 37.79 | % | 6.92 | % | (4.39 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 12,577,575 | $ | 11,684,771 | $ | 11,148,899 | $ | 8,266,610 | $ | 7,459,144 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.69 | % | 0.68 | % | 0.69 | % | 0.71 | % | 0.70 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.69 | % | 0.68 | % | 0.69 | % | 0.71 | % | 0.70 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.94 | % | 1.78 | % | 2.16 | % | 2.30 | % | 2.05 | % | ||||||||||
Portfolio Turnover Rate |
18 | % | 8 | % | 9 | % | 18 | % | 16 | % |
# | Computed using average shares outstanding. |
236
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
International Vector Equity Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Oct. 31,
|
Year Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 11.26 | $ | 11.75 | $ | 9.33 | $ | 9.34 | $ | 10.28 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.28 | 0.32 | 0.26 | 0.27 | 0.29 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.41 | ) | (0.43 | ) | 2.44 | 0.14 | (0.87 | ) | ||||||||||||
Total From Investment Operations |
(0.13 | ) | (0.11 | ) | 2.70 | 0.41 | (0.58 | ) | ||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.27 | ) | (0.30 | ) | (0.25 | ) | (0.27 | ) | (0.29 | ) | ||||||||||
Net Realized Gains |
(0.10 | ) | (0.08 | ) | (0.03 | ) | (0.15 | ) | (0.07 | ) | ||||||||||
Total Distributions |
(0.37 | ) | (0.38 | ) | (0.28 | ) | (0.42 | ) | (0.36 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 10.76 | $ | 11.26 | $ | 11.75 | $ | 9.33 | $ | 9.34 | ||||||||||
Total Return |
(1.14 | )% | (1.05 | )% | 29.52 | % | 4.90 | % | (5.99 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 1,594,914 | $ | 1,305,553 | $ | 1,090,774 | $ | 561,399 | $ | 410,580 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.50 | % | 0.49 | % | 0.51 | % | 0.54 | % | 0.54 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.50 | % | 0.49 | % | 0.51 | % | 0.54 | % | 0.54 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.50 | % | 2.64 | % | 2.51 | % | 2.94 | % | 2.73 | % | ||||||||||
Portfolio Turnover Rate |
8 | % | 8 | % | 2 | % | 5 | % | 10 | % |
# | Computed using average shares outstanding. |
237
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
World ex U.S. Value Portfolio | ||||||||||||||||||||
Year
2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Period |
$ | 11.43 | $ | 11.93 | $ | 9.94 | $ | 9.96 | $ | 11.35 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.30 | 0.42 | 0.29 | 0.29 | 0.30 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(1.18 | ) | (0.50 | ) | 2.02 | (0.05 | ) | (1.35 | ) | |||||||||||
Total From Investment Operations |
(0.88 | ) | 0.08 | 2.31 | 0.24 | (1.05 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.27 | ) | (0.42 | ) | (0.32 | ) | (0.26 | ) | (0.26 | ) | ||||||||||
Net Realized Gains |
| | | | (0.08 | ) | ||||||||||||||
Total Distributions |
(0.27 | ) | (0.42 | ) | (0.32 | ) | (0.26 | ) | (0.34 | ) | ||||||||||
Net Asset Value, End of Period |
$ | 10.28 | $ | 11.43 | $ | 11.93 | $ | 9.94 | $ | 9.96 | ||||||||||
Total Return |
(7.77 | )% | (0.81 | )% | 23.61 | % | 2.70 | % | (9.59 | )% | ||||||||||
Net Assets, End of Period (thousands) |
$ | 155,301 | $ | 113,951 | $ | 117,587 | $ | 57,197 | $ | 47,165 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.53 | % | 0.57 | % | 0.60 | % | 0.60 | % | 0.60 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly)* |
0.75 | % | 0.76 | % | 0.76 | % | 0.84 | % | 0.91 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.69 | % | 3.54 | % | 2.61 | % | 2.97 | % | 2.64 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Funds. |
238
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
World ex U.S. Targeted Value Portfolio | ||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Period
Nov. 1, 2012*** to Oct. 31, 2013 |
||||||||||
Net Asset Value, Beginning of Period |
$ | 12.08 | $ | 12.46 | $ | 10.00 | ||||||
Income From Investment Operations |
||||||||||||
Net Investment Income (Loss)# |
0.23 | 0.23 | 0.20 | |||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.58 | ) | (0.22 | ) | 2.46 | |||||||
Total from Investment Operations |
(0.35 | ) | 0.01 | 2.66 | ||||||||
Less Distributions |
||||||||||||
Net Investment Income |
(0.26 | ) | (0.24 | ) | (0.20 | ) | ||||||
Net Realized Gains. |
(0.03 | ) | (0.15 | ) | | |||||||
Total Distributions |
(0.29 | ) | (0.39 | ) | (0.20 | ) | ||||||
Net Asset Value, End of Period |
$ | 11.44 | $ | 12.08 | $ | 12.46 | ||||||
Total Return |
(2.88 | )% | 0.06 | % | 26.90 | % | ||||||
Net Assets, End of Period (thousands) |
$ | 227,731 | $ | 151,096 | $ | 96,010 | ||||||
Ratio of Expenses to Average Net Assets* |
0.65 | % | 0.69 | % | 0.79 | %^** | ||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
1.06 | % | 1.17 | % | 1.27 | %^** | ||||||
Ratio of Net Investment Income to Average Net Assets |
1.95 | % | 1.84 | % | 1.78 | %^** | ||||||
Portfolio Turnover Rate |
1 | % | N/A | N/A |
# | Computed using average shares outstanding. |
^ | Annualized. |
| Non-annualized. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Funds. |
** | Because of commencement of operations and related preliminary transaction costs, these ratios are not necessarily indicative of future ratios. |
*** | Commencement of operations. |
239
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
World ex U.S. Core Equity Portfolio | ||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Period
April 9, 2013*** to Oct. 31, 2013 |
||||||||||
Net Asset Value, Beginning of Period |
$ | 10.49 | $ | 10.77 | $ | 10.00 | ||||||
Income From Investment Operations |
||||||||||||
Net Investment Income (Loss)# |
0.26 | 0.28 | 0.18 | |||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.72 | ) | (0.27 | ) | 0.77 | |||||||
Total From Investment Operations |
(0.46 | ) | 0.01 | 0.95 | ||||||||
Less Distributions |
||||||||||||
Net Investment Income |
(0.20 | ) | (0.28 | ) | (0.18 | ) | ||||||
Net Realized Gains. |
| (0.01 | ) | | ||||||||
Total Distributions |
(0.20 | ) | (0.29 | ) | (0.18 | ) | ||||||
Net Asset Value, End of Period |
$ | 9.83 | $ | 10.49 | $ | 10.77 | ||||||
Total Return |
(4.50 | )% | (0.04 | )% | 9.62 | % | ||||||
Net Assets, End of Period (thousands) |
$ | 1,170,828 | $ | 406,648 | $ | 129,720 | ||||||
Ratio of Expenses to Average Net Assets* |
0.47 | % | 0.47 | % | 0.47 | %^** | ||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.52 | % | 0.88 | % | 0.97 | %^** | ||||||
Ratio of Net Investment Income to Average Net Assets |
2.54 | % | 2.59 | % | 3.12 | %^** | ||||||
Portfolio Turnover Rate |
1 | % | N/A | N/A |
# | Computed using average shares outstanding. |
^ | Annualized. |
| Non-annualized. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Funds. |
** | Because of commencement of operations and related preliminary transaction costs, these ratios are not necessarily indicative of future ratios. |
*** | Commencement of operations. |
240
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
World Core Equity Portfolio | ||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Period
March 7,
October 31,
|
|||||||||||||
Net Asset Value, Beginning of Period |
$ | 13.33 | $ | 12.71 | $ | 10.24 | $ | 10.00 | ||||||||
Income From Investment Operations |
||||||||||||||||
Net Investment Income (Loss)# |
0.26 | 0.17 | 0.23 | 0.16 | ||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.35 | ) | 0.87 | 2.47 | 0.19 | |||||||||||
Total From Investment Operations |
(0.09 | ) | 1.04 | 2.70 | 0.35 | |||||||||||
Less Distributions |
||||||||||||||||
Net Investment Income |
(0.26 | ) | (0.24 | ) | (0.23 | ) | (0.11 | ) | ||||||||
Net Realized Gains |
(0.04 | ) | (0.18 | ) | | (0.00 | ) | |||||||||
Total Distributions |
(0.30 | ) | (0.42 | ) | (0.23 | ) | (0.11 | ) | ||||||||
Net Asset Value, End of Period |
$ | 12.94 | $ | 13.33 | $ | 12.71 | $ | 10.24 | ||||||||
Total Return |
(0.61 | )% | 8.36 | % | 26.77 | % | 3.54 | % | ||||||||
Net Assets, End of Period (thousands) |
$ | 202,655 | $ | 75,707 | $ | 1,728 | $ | 191 | ||||||||
Ratio of Expenses to Average Net Assets |
0.35 | % | 0.35 | % | 0.40 | % | 0.40 | %^**@ | ||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor) |
0.65 | % | 0.97 | % | 5.71 | % | 52.27 | %^**@ | ||||||||
Ratio of Net Investment Income to Average Net Assets |
1.95 | % | 1.27 | % | 2.01 | % | 2.40 | %^@ |
* | Commencement of operations. |
# | Computed using average shares outstanding. |
| Non-annualized. |
^ | Annualized. |
** | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Funds. |
@ | Because of commencement of operations and related preliminary transaction costs, these ratios are not necessarily indicative of future ratios. |
241
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Selectively Hedged Global Equity Portfolio | ||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Period
Nov. 14,
Oct. 31, 2012 |
|||||||||||||
Net Asset Value, Beginning of Period |
$ | 14.20 | $ | 13.63 | $ | 10.87 | $ | 10.00 | ||||||||
Income From Investment Operations |
||||||||||||||||
Net Investment Income (Loss)# |
0.27 | 0.27 | 0.24 | 0.22 | ||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.34 | ) | 0.76 | 2.65 | 0.87 | |||||||||||
Total From Investment Operations |
(0.07 | ) | 1.03 | 2.89 | 1.09 | |||||||||||
Less Distributions |
||||||||||||||||
Net Investment Income |
(0.42 | ) | (0.32 | ) | (0.10 | ) | (0.22 | ) | ||||||||
Net Realized Gains |
(0.21 | ) | (0.14 | ) | (0.03 | ) | | |||||||||
Total Distributions |
(0.63 | ) | (0.46 | ) | (0.13 | ) | (0.22 | ) | ||||||||
Net Asset Value, End of Period |
$ | 13.50 | $ | 14.20 | $ | 13.63 | $ | 10.87 | ||||||||
Total Return |
(0.34 | )% | 7.83 | % | 26.86 | % | 11.11 | % | ||||||||
Net Assets, End of Period (thousands) |
$ | 245,106 | $ | 147,276 | $ | 91,348 | $ | 34,950 | ||||||||
Ratio of Expenses to Average Net Assets* |
0.40 | % | 0.40 | % | 0.40 | % | 0.40 | %^** | ||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.66 | % | 0.69 | % | 0.72 | % | 1.00 | %^** | ||||||||
Ratio of Net Investment Income to Average Net Assets |
1.93 | % | 1.94 | % | 1.93 | % | 2.13 | %^** |
# | Computed using average shares outstanding. |
^ | Annualized. |
| Non-annualized. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Funds. |
** | Because of commencement of operations and related preliminary transaction costs, these ratios are not necessarily indicative of future ratios. |
*** | Commencement of operations. |
242
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Emerging Markets Portfolio Institutional Class Shares | ||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended
Oct. 31,
2012 |
Year
Ended
Oct. 31,
2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 26.64 | $ | 26.97 | $ | 26.06 | $ | 26.68 | $ | 30.90 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.49 | 0.56 | 0.52 | 0.55 | 0.61 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(4.54 | ) | (0.20 | ) | 1.17 | 0.37 | (2.53 | ) | ||||||||||||
Total From Investment Operations |
(4.05 | ) | 0.36 | 1.69 | 0.92 | (1.92 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.42 | ) | (0.53 | ) | (0.50 | ) | (0.50 | ) | (0.53 | ) | ||||||||||
Net Realized Gains |
| (0.16 | ) | (0.28 | ) | (1.04 | ) | (1.77 | ) | |||||||||||
Total Distributions |
(0.42 | ) | (0.69 | ) | (0.78 | ) | (1.54 | ) | (2.30 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 22.17 | $ | 26.64 | $ | 26.97 | $ | 26.06 | $ | 26.68 | ||||||||||
Total Return |
(15.24 | )% | 1.33 | % | 6.58 | % | 4.08 | % | (6.82 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 4,321,530 | $ | 4,073,698 | $ | 3,655,740 | $ | 2,797,177 | $ | 2,313,035 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.57 | % | 0.56 | % | 0.57 | % | 0.61 | % | 0.61 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.60 | % | 0.56 | % | 0.57 | % | 0.61 | % | 0.61 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.97 | % | 2.11 | % | 1.97 | % | 2.14 | % | 2.07 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
243
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Emerging Markets Value Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 27.81 | $ | 29.28 | $ | 28.22 | $ | 29.02 | $ | 36.27 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.54 | 0.66 | 0.55 | 0.57 | 0.64 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(5.60 | ) | (1.10 | ) | 1.67 | (0.44 | ) | (5.72 | ) | |||||||||||
Total From Investment Operations |
(5.06 | ) | (0.44 | ) | 2.22 | 0.13 | (5.08 | ) | ||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.53 | ) | (0.61 | ) | (0.57 | ) | (0.54 | ) | (0.54 | ) | ||||||||||
Net Realized Gains |
| (0.42 | ) | (0.59 | ) | (0.39 | ) | (1.63 | ) | |||||||||||
Total Distributions |
(0.53 | ) | (1.03 | ) | (1.16 | ) | (0.93 | ) | (2.17 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 22.22 | $ | 27.81 | $ | 29.28 | $ | 28.22 | $ | 29.02 | ||||||||||
Total Return |
(18.27 | )% | (1.51 | )% | 8.01 | % | 0.70 | % | (14.84 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 14,834,888 | $ | 18,647,276 | $ | 19,162,837 | $ | 16,589,619 | $ | 13,730,213 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.56 | % | 0.55 | % | 0.57 | % | 0.61 | % | 0.61 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly)* |
0.59 | % | 0.55 | % | 0.57 | % | 0.61 | % | 0.61 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.12 | % | 2.35 | % | 1.91 | % | 2.03 | % | 1.88 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
244
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Emerging Markets Small Cap Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 21.42 | $ | 21.10 | $ | 20.33 | $ | 19.85 | $ | 24.26 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.43 | 0.43 | 0.40 | 0.40 | 0.42 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(2.53 | ) | 0.62 | 1.37 | 0.83 | (3.67 | ) | |||||||||||||
Total From Investment Operations |
(2.10 | ) | 1.05 | 1.77 | 1.23 | (3.25 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.41 | ) | (0.40 | ) | (0.39 | ) | (0.35 | ) | (0.40 | ) | ||||||||||
Net Realized Gains |
(0.40 | ) | (0.33 | ) | (0.61 | ) | (0.40 | ) | (0.76 | ) | ||||||||||
Total Distributions |
(0.81 | ) | (0.73 | ) | (1.00 | ) | (0.75 | ) | (1.16 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 18.51 | $ | 21.42 | $ | 21.10 | $ | 20.33 | $ | 19.85 | ||||||||||
Total Return |
(9.88 | )% | 5.12 | % | 8.92 | % | 6.71 | % | (14.03 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 4,845,174 | $ | 4,860,603 | $ | 4,041,863 | $ | 2,907,673 | $ | 1,832,745 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.73 | % | 0.72 | % | 0.75 | % | 0.82 | % | 0.79 | % | ||||||||||
Ratio of Expenses to Average Net Assets
|
0.78 | % | 0.72 | % | 0.75 | % | 0.82 | % | 0.79 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.16 | % | 2.02 | % | 1.91 | % | 2.01 | % | 1.86 | % |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund. |
245
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Emerging Markets Core Equity Portfolio
Institutional Class Shares |
||||||||||||||||||||
Year
Ended
Oct. 31,
2015 |
Year
Ended
Oct. 31,
2014 |
Year
Ended
Oct. 31,
2013 |
Year
Ended
Oct. 31,
2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 20.08 | $ | 20.09 | $ | 19.00 | $ | 18.73 | $ | 21.31 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.39 | 0.42 | 0.39 | 0.41 | 0.43 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(3.29 | ) | (0.03 | ) | 1.07 | 0.23 | (2.65 | ) | ||||||||||||
Total From Investment Operations |
(2.90 | ) | 0.39 | 1.46 | 0.64 | (2.22 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.37 | ) | (0.40 | ) | (0.37 | ) | (0.37 | ) | (0.36 | ) | ||||||||||
Total Distributions |
(0.37 | ) | (0.40 | ) | (0.37 | ) | (0.37 | ) | (0.36 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 16.81 | $ | 20.08 | $ | 20.09 | $ | 19.00 | $ | 18.73 | ||||||||||
Total Return |
(14.49 | )% | 1.89 | % | 7.75 | % | 3.55 | % | (10.59 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 14,856,878 | $ | 15,727,547 | $ | 13,020,962 | $ | 8,594,707 | $ | 5,367,473 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.62 | % | 0.61 | % | 0.63 | % | 0.68 | % | 0.67 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.62 | % | 0.61 | % | 0.63 | % | 0.68 | % | 0.68 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.06 | % | 2.10 | % | 1.97 | % | 2.18 | % | 2.04 | % | ||||||||||
Portfolio Turnover Rate |
5 | % | 2 | % | 1 | % | 1 | % | 1 | % |
# | Computed using average shares outstanding. |
246
Other Available Information
You can find more information about the Funds and their Portfolios in the Funds SAI and Annual and Semi-Annual Reports.
Statement of Additional Information. The SAI, incorporated herein by reference, supplements, and is technically part of, this Prospectus. It includes an expanded discussion of investment practices, risks, and fund operations.
Annual and Semi-Annual Reports to Shareholders. These reports focus on Portfolio holdings and performance. The Annual Report also discusses the market conditions and investment strategies that significantly affected the Portfolios in their last fiscal year.
How to get these and other materials:
| Your investment advisoryou are a client of an investment advisor who has invested in the Portfolios on your behalf. |
| The Fundyou represent an institutional investor, registered investment advisor or other qualifying investor. Call collect at (512) 306-7400. |
| Access them on our Web site at http://us.dimensional.com. |
| Access them on the EDGAR Database in the SECs Internet site at http://www.sec.gov. |
| Review and copy them at the SECs Public Reference Room in Washington D.C. (phone 1-800-SEC-0330). |
| Request copies from the Public Reference Section of the SEC, Washington, D.C. 20549-0102 or at publicinfo@sec.gov (you will be charged a copying fee). Information on the operation of the SECs public reference room is available by calling the SEC at 1-202-551-8090. |
Dimensional Investment Group Inc. (U.S. Large Company Portfolio and DFA International Value Portfolio)Registration No. 811-6067
DFA Investment Dimensions Group Inc. (all other Portfolios)Registration No. 811-3258
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 (512) 306-7400
RRD022816-001 |
|
P R O S P E C T U S
February 28, 2017
Please carefully read the important information it contains before investing.
DFA Investment Dimensions Group Inc.
P ORTFOLIOS FOR L ONG -T ERM I NVESTORS :
D OMESTIC E QUITY S ECURITIES
T AX -M ANAGED U.S. M ARKETWIDE V ALUE P ORTFOLIO
Ticker: DTMMX
T AX -M ANAGED U.S. T ARGETED V ALUE P ORTFOLIO
Ticker: DTMVX
T AX -M ANAGED U.S. E QUITY P ORTFOLIO
Ticker: DTMEX
T AX -M ANAGED U.S. S MALL C AP P ORTFOLIO
Ticker: DFTSX
T.A. U.S. C ORE E QUITY 2 P ORTFOLIO
Ticker: DFTCX
I NTERNATIONAL E QUITY S ECURITIES
T AX -M ANAGED DFA I NTERNATIONAL V ALUE P ORTFOLIO
Ticker: DTMIX
T.A. W ORLD EX U.S. C ORE E QUITY P ORTFOLIO
Ticker: DFTWX
This Prospectus describes the shares of each Portfolio which:
Are generally available only to institutional investors and clients of registered investment advisors.
Do not charge sales commissions or loads.
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
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A DDITIONAL I NFORMATION ON I NVESTMENT O BJECTIVES AND P OLICIES |
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Tax-Managed U.S. Marketwide Value Portfolio and Tax-Managed U.S. Targeted Value Portfolio |
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The investment objective of the Tax-Managed U.S. Marketwide Value Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns. The Tax-Managed U.S. Marketwide Value Portfolio is a Feeder Portfolio and pursues its objective by investing substantially all of its assets in its corresponding Master Fund, The Tax-Managed U.S. Marketwide Value Series (the Tax-Managed U.S. Marketwide Value Series) of The DFA Investment Trust Company (the Trust), which has the same investment objective and policies as the Portfolio.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Tax-Managed U.S. Marketwide Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.55% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% | ||||
Fee Waiver and/or Expense Reimbursement | 0.20% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | [ ]% |
* | The Management Fee includes an investment management fee payable by the Feeder Portfolio and an investment management fee payable by the Master Fund. For any period when the Feeder Portfolio is invested in other funds managed by Dimensional Fund Advisors LP (the Advisor) (collectively, Underlying Funds), the Advisor has contractually agreed to permanently waive the Feeder Portfolios direct investment management fee to the extent necessary to offset the proportionate share of any Underlying Funds investment management fee paid by the Feeder Portfolio through its investment in such Underlying Fund. The amounts set forth under Other Expenses and Total Annual Fund Operating Expenses reflect the direct expenses of the Feeder Portfolio and the indirect expenses of the Feeder Portfolios portion of the expenses of the Master Fund. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Tax-Managed U.S. Marketwide Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
The Example reflects the aggregate estimated annual operating expenses of the Tax-Managed U.S. Marketwide Value Portfolio and the Portfolios portion of the expenses of the Tax-Managed U.S. Marketwide Value Series.
1
PORTFOLIO TURNOVER
The Tax-Managed U.S. Marketwide Value Series pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Tax-Managed U.S. Marketwide Value Portfolios performance. During the most recent fiscal year, the Tax-Managed U.S. Marketwide Value Series portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
Dimensional Fund Advisors LPs (the Advisor) tax management strategies for the Tax-Managed U.S. Marketwide Value Series are designed to maximize the after tax value of a shareholders investment. Generally, the Advisor buys and sells securities for the Tax-Managed U.S. Marketwide Value Series with the goals of: (i) delaying and minimizing the realization of net capital gains (e.g., selling stocks with capital losses to offset gains, realized or anticipated); and (ii) maximizing the extent to which any realized net capital gains are long-term in nature (i.e., taxable at lower capital gains tax rates).
The Tax-Managed U.S. Marketwide Value Portfolio pursues its investment objective by investing substantially all of its assets in the Tax-Managed U.S. Marketwide Value Series. The Tax-Managed U.S. Marketwide Value Series, using a market capitalization weighted approach, generally purchases a broad and diverse group of readily marketable securities of U.S. companies that the Advisor determines to be value stocks. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. company, the greater its representation in the Tax-Managed U.S. Marketwide Value Series. The Advisor may adjust the representation in the Tax-Managed U.S. Marketwide Value Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Tax-Managed U.S. Marketwide Value Series will invest at least 80% of its net assets in securities of U.S. companies. As of the date of this Prospectus, the Advisor considers for purchase by Tax-Managed U.S. Marketwide Value Series securities of companies whose market capitalizations generally fall within the range of total market capitalization. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor.
The Tax-Managed U.S. Marketwide Value Series and the Tax-Managed U.S. Marketwide Value Portfolio each may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Series or Portfolio. The Series and Portfolio do not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Tax-Managed U.S. Marketwide Value Series may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Tax-Managed U.S. Marketwide Value Series that owns them, and, in turn, the Tax-Managed U.S. Marketwide Value Portfolio itself, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
2
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Tax-Management Strategy Risk: The tax-management strategies may alter investment decisions and affect portfolio holdings, when compared to those of non-tax managed mutual funds. The Advisor anticipates that performance of the Tax-Managed U.S. Marketwide Value Portfolio may deviate from that of non-tax managed mutual funds.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Marketwide Value Portfolio use derivatives, each will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Tax-Managed U.S. Marketwide Value Series may lose money and there may be a delay in recovering the loaned securities. The Tax-Managed U.S. Marketwide Value Series could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Tax-Managed U.S. Marketwide Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of Tax-Managed U.S. Marketwide Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Tax-Managed U.S. Marketwide Value Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Tax-Managed U.S. Marketwide Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
3
Tax-Managed U.S. Marketwide Value PortfolioTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[24.40% (4/096/09)] |
[-27.72% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Tax-Managed U.S. Marketwide Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 3000
®
Value Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Tax-Managed U.S. Marketwide Value Portfolio and the Tax-Managed U.S. Marketwide Value Series. The following individuals are responsible for coordinating the day to day management of the Tax-Managed U.S. Marketwide Value Portfolio and the Tax-Managed U.S. Marketwide Value Series:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
4
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Tax-Managed U.S. Marketwide Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Tax-Managed U.S. Marketwide Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
5
The investment objective of the Tax-Managed U.S. Targeted Value Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Tax-Managed U.S. Targeted Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.42% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Tax-Managed U.S. Targeted Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The Tax-Managed U.S. Targeted Value Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Tax-Managed U.S. Targeted Value Portfolios performance. During the most recent fiscal year, the Tax-Managed U.S. Targeted Value Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
Dimensional Fund Advisors LPs (the Advisor) tax management strategies for the Tax-Managed U.S. Targeted Value Portfolio are designed to maximize the after tax value of a shareholders investment. Generally, the Advisor buys and sells securities for the Portfolio with the goals of: (i) delaying and minimizing the realization of net capital gains (e.g., selling stocks with capital losses to offset gains, realized or anticipated); and (ii) maximizing the extent to which any realized net capital gains are long-term in nature (i.e., taxable at lower capital gains tax rates).
6
The Tax-Managed U.S. Targeted Value Portfolio, using a market capitalization weighted approach, generally purchases a broad and diverse group of readily marketable securities of U.S. small and mid cap companies that the Advisor determines to be value stocks. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the eligible company, the greater its representation in the Portfolio. The Advisor may adjust the representation in the Tax-Managed U.S. Targeted Value Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Tax-Managed U.S. Targeted Value Portfolio will invest at least 80% of its net assets in securities of U.S. companies. As of the date of this Prospectus, the Advisor considers for investment companies whose market capitalizations are generally smaller than the 500th largest U.S. company. As of December 31, 2016, companies smaller than the 500th largest U.S. company fall in the lowest [ ]% of total market capitalization. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. As of December 31, 2016, the market capitalization of a company smaller than the 500th largest U.S. company was approximately $[ ] million or below. This dollar amount will change due to market conditions.
The Tax-Managed U.S. Targeted Value Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Tax-Managed U.S. Targeted Value Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Tax-Managed U.S. Targeted Value Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Tax-Management Strategy Risk: The tax-management strategies may alter investment decisions and affect portfolio holdings, when compared to those of non-tax managed mutual funds. The Advisor anticipates that performance of the Tax-Managed U.S. Targeted Value Portfolio may deviate from that of non-tax managed mutual funds.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Tax-Managed U.S. Targeted Value Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of
7
risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Tax-Managed U.S. Targeted Value Portfolio may lose money and there may be a delay in recovering the loaned securities. The Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Tax-Managed U.S. Targeted Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Tax-Managed U.S. Targeted Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Tax-Managed U.S. Targeted Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
8
Tax-Managed U.S. Targeted Value PortfolioTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[23.30% (7/099/09)] |
[-28.06% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Tax-Managed U.S. Targeted Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2000
®
Value Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Tax-Managed U.S. Targeted Value Portfolio. The following individuals are responsible for coordinating the day to day management of the Tax-Managed U.S. Targeted Value Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Joel P. Schneider, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2013. |
9
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Tax-Managed U.S. Targeted Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Tax-Managed U.S. Targeted Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
10
The investment objective of the Tax-Managed U.S. Equity Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Tax-Managed U.S. Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.20% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Tax-Managed U.S. Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The Tax-Managed U.S. Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolios performance. During the most recent fiscal year, the Tax-Managed U.S. Equity Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
Dimensional Fund Advisors LPs (the Advisor) tax management strategies for the Tax-Managed U.S. Equity Portfolio are designed to maximize the after tax value of a shareholders investment. Generally, the Advisor buys and sells securities for the Tax-Managed U.S. Equity Portfolio with the goals of: (i) delaying and minimizing the realization of net capital gains (e.g., selling stocks with capital losses to offset gains, realized or anticipated); and (ii) maximizing the extent to which any realized net capital gains are long-term in nature (i.e., taxable at lower capital gains tax rates).
The Tax-Managed U.S. Equity Portfolio, using a market capitalization weighted approach, generally purchases a broad and diverse group of securities of U.S. companies. A companys market capitalization is the number of its
11
shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. company, the greater its representation in the Tax-Managed U.S. Equity Portfolio. The Advisor may adjust the representation in the Tax-Managed U.S. Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Tax-Managed U.S. Equity Portfolio will invest at least 80% of its net assets in securities of U.S. companies. As of the date of this Prospectus, the Advisor considers for purchase by Tax-Managed U.S. Equity Portfolio securities of companies whose market capitalizations generally fall within the range of total market capitalization. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor.
The Tax-Managed U.S. Equity Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Tax-Managed U.S. Equity Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities and, in turn, the Tax-Managed U.S. Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Tax-Management Strategy Risk: The tax-management strategies may alter investment decisions and affect portfolio holdings, when compared to those of non-tax managed mutual funds. The Advisor anticipates that performance of the Tax-Managed U.S. Equity Portfolio may deviate from that of non-tax managed mutual funds.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Tax-Managed U.S. Equity Portfolio uses derivatives, it will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Tax-Managed U.S. Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The Tax-Managed U.S. Equity Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Tax-Managed U.S. Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches
12
of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Tax-Managed U.S. Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Tax-Managed U.S. Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Tax-Managed U.S. Equity PortfolioTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[15.12% (7/099/09)] |
[-21.50% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Tax-Managed U.S. Equity Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 3000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
13
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Tax-Managed U.S. Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the Tax-Managed U.S. Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Tax-Managed U.S. Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Tax-Managed U.S. Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
14
The investment objective of the Tax-Managed U.S. Small Cap Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Tax-Managed U.S. Small Cap Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.50% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Tax-Managed U.S. Small Cap Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The Tax-Managed U.S. Small Cap Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Tax-Managed U.S. Small Cap Portfolios performance. During the most recent fiscal year, the Tax-Managed U.S. Small Cap Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
Dimensional Fund Advisors LPs (the Advisor) tax management strategies for the Tax-Managed U.S. Small Cap Portfolio are designed to maximize the after tax value of a shareholders investment. Generally, the Advisor buys and sells securities for the Portfolio with the goals of: (i) delaying and minimizing the realization of net capital gains (e.g., selling stocks with capital losses to offset gains, realized or anticipated); and (ii) maximizing the extent to which any realized net capital gains are long-term in nature (i.e., taxable at lower capital gains tax rates).
The Tax-Managed U.S. Small Cap Portfolio, using a market capitalization weighted approach, generally purchases a broad and diverse group of readily marketable securities of U.S. small cap companies. A companys market
15
capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of the U.S. small cap company, the greater its representation in the Portfolio. The Advisor may adjust the representation in the Tax-Managed U.S. Small Cap Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Tax-Managed U.S. Small Cap Portfolio will invest at least 80% of its net assets in securities of small cap U.S. companies. As of the date of this Prospectus, for purposes of the Tax-Managed U.S. Small Cap Portfolio, the Advisor considers small cap companies to be companies whose market capitalizations are generally in the lowest 10% of total market capitalization or companies whose market capitalizations are smaller than the 1,000th largest U.S. company, whichever results in the higher market capitalization break. Total market capitalization is based on the market capitalization of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. Under the Advisors market capitalization guidelines described above, as of December 31, 2016, the market capitalization of a small cap company was $[ ] million, or below. This dollar amount will change due to market conditions.
The Tax-Managed U.S. Small Cap Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Tax-Managed U.S. Small Cap Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Tax-Managed U.S. Small Cap Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Tax-Management Strategy Risk : The tax-management strategies may alter investment decisions and affect portfolio holdings, when compared to those of non-tax managed mutual funds. The Advisor anticipates that performance of the Tax-Managed U.S. Small Cap Portfolio may deviate from that of non-tax managed mutual funds.
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Tax-Managed U.S. Small Cap Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Tax-Managed U.S. Small Cap Portfolio may lose money and there may be a delay in recovering the loaned securities. The Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
16
Cyber Security Risk: The Tax-Managed U.S. Small Cap Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Tax-Managed U.S. Small Cap Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Tax-Managed U.S. Small Cap Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Tax-Managed U.S. Small Cap PortfolioTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[22.87% (4/096/09)] |
[-28.03% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Tax-Managed U.S. Small Cap Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 2000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
17
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Tax-Managed U.S. Small Cap Portfolio. The following individuals are responsible for coordinating the day to day management of the Tax-Managed U.S. Small Cap Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Tax-Managed U.S. Small Cap Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Tax-Managed U.S. Small Cap Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
18
The investment objective of the T.A. U.S. Core Equity 2 Portfolio is to achieve long-term capital appreciation while considering federal income tax implications of investment decisions.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the T.A. U.S. Core Equity 2 Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.22% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the T.A. U.S. Core Equity 2 Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The T.A. U.S. Core Equity 2 Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the T.A. U.S. Core Equity 2 Portfolios performance. During the most recent fiscal year, the T.A. U.S. Core Equity 2 Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
When constructing the T.A. U.S. Core Equity 2 Portfolios investment portfolio, Dimensional Fund Advisors LP (the Advisor) intends to consider federal tax implications when making investment decisions with respect to individual securities to seek to provide a tax advantage. When consistent with the Portfolios investment policies, the Advisor will buy and sell securities for the Portfolio considering the goals of: (i) delaying and minimizing the realization of net capital gains (e.g., selling stocks with capital losses to offset gains, realized or anticipated); and (ii) maximizing the extent to which any realized net capital gains are long-term in nature (i.e., taxable at lower capital gains tax rates).
19
The T.A. U.S. Core Equity 2 Portfolio purchases a broad and diverse group of securities of U.S. companies with a greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe. The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. The Portfolios increased exposure to small and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value.
As a non-fundamental policy, under normal circumstances, the T.A. U.S. Core Equity 2 Portfolio will invest at least 80% of its net assets in securities of U.S. companies. The percentage allocation of the assets of the T.A. U.S. Core Equity 2 Portfolio to securities of the largest U.S. growth companies will generally be reduced from between 5% and 35% of their percentage weight in the U.S. Universe. For example, as of December 31, 2016, securities of the largest U.S. growth companies comprised [ ]% of the U.S. Universe and the Advisor allocated approximately [ ]% of the T.A. U.S. Core Equity 2 Portfolio to securities of the largest U.S. growth companies. The percentage by which the T.A. U.S. Core Equity 2 Portfolios allocation to securities of the largest U.S. growth companies is reduced will change due to market movements. The Advisor may also adjust the representation in the T.A. U.S. Core Equity 2 Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The T.A. U.S. Core Equity 2 Portfolio may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The T.A. U.S. Core Equity 2 Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the T.A. U.S. Core Equity 2 Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Tax Advantage Strategy Risk: An investment strategy that considers the tax implications of investment decisions may alter the construction of the T.A. U.S. Core Equity Portfolio and affect the portfolio holdings, when compared to those of non-tax managed mutual funds. The Advisor anticipates that performance of the Portfolio may deviate from that of non-tax managed mutual funds.
20
Derivatives Risk: Derivatives are instruments, such as futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the T.A. U.S. Core Equity 2 Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the T.A. U.S. Core Equity 2 Portfolio may lose money and there may be a delay in recovering the loaned securities. The Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The T.A. U.S. Core Equity 2 Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the T.A. U.S. Core Equity 2 Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the T.A. U.S. Core Equity 2 Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
21
T.A. U.S. Core Equity 2 PortfolioTotal Returns
January 2008-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[18.98% (7/099/09)] |
[-24.21% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 10/4/07 Inception |
||||||||||
T.A. U.S. Core Equity 2 Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
Russell 3000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the T.A. U.S. Core Equity 2 Portfolio. The following individuals are responsible for coordinating the day to day management of the T.A. U.S. Core Equity 2 Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the T.A. U.S. Core Equity 2 Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167.
22
Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the T.A. U.S. Core Equity 2 Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
23
The investment objective of the Tax-Managed DFA International Value Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of Tax-Managed DFA International Value Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee | 0.50% | |||
Other Expenses | [ ]% | |||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Tax-Managed DFA International Value Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The Tax-Managed DFA International Value Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Tax-Managed DFA International Value Portfolios performance. During the most recent fiscal year, the Tax-Managed DFA International Value Portfolios portfolio turnover rate was [ ]% of the average value of its investment portfolio.
Principal Investment Strategies
Dimensional Fund Advisors LPs (the Advisor) tax management strategies for the Tax-Managed DFA International Value Portfolio are designed to maximize the after tax value of a shareholders investment. Generally, the Advisor buys and sells securities for the Portfolio with the goals of: (i) delaying and minimizing the realization of net capital gains (e.g., selling stocks with capital losses to offset gains, realized or anticipated); and (ii) maximizing the extent to which any realized net capital gains are long-term in nature (i.e., taxable at lower capital gains tax rates).
The Tax-Managed DFA International Value Portfolio, using a market capitalization weighted approach, generally purchases securities of large non-U.S. companies in countries with developed markets that the Advisor determines to be value stocks. A companys market capitalization is the number of its shares outstanding times its price per share. In general, the higher the relative market capitalization of a large company within an eligible country, the greater its representation in the Portfolio. The Advisor may adjust the representation in the Tax-Managed DFA International Value Portfolio of an eligible company, or exclude a company, after considering such
24
factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The Tax-Managed DFA International Value Portfolio intends to purchase securities of large companies associated with developed market countries that the Advisor has designated as approved markets. The Advisor determines the minimum market capitalization of a large company with respect to each country or region in which the Portfolio invests. As of December 31, 2016, for the Tax-Managed DFA International Value Portfolio, the lowest minimum market capitalization of a large company in any country or region in which the Portfolio invests was $[ ] million. This threshold will change due to market conditions.
The Tax-Managed DFA International Value Portfolio also may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Tax-Managed DFA International Value Portfolio may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The Tax-Managed DFA International Value Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Tax-Managed DFA International Value Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Tax-Managed DFA International Value Portfolio does not hedge foreign currency risk.
Tax-Management Strategy Risk: The tax-management strategies may alter investment decisions and affect portfolio holdings, when compared to those of non-tax managed mutual funds. The Advisor anticipates that performance of the Tax-Managed DFA International Value Portfolio may deviate from that of non-tax managed mutual funds.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Tax-Managed DFA International Value Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Tax-Managed DFA International Value Portfolio may lose money and there may be a delay in recovering the loaned securities. The Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
25
Cyber Security Risk: The Tax-Managed DFA International Value Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Tax-Managed DFA International Value Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Tax-Managed DFA International Value Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Tax-Managed DFA International Value PortfolioTotal Returns
January 2007-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[33.74% (4/096/09)] |
[-22.81% (7/119/11)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years | 10 Years | ||||||||||
Tax-Managed DFA International Value Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
26
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Tax-Managed DFA International Value Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the Tax-Managed DFA International Value Portfolio. The following individuals are responsible for coordinating the day to day management of the Tax-Managed DFA International Value Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
| Mary T. Phillips, Senior Portfolio Manager of the Advisor, has been a portfolio manager since 2014. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Tax-Managed DFA International Value Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Tax-Managed DFA International Value Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
27
The investment objective of the T.A. World ex U.S. Core Equity Portfolio is to achieve long-term capital appreciation while considering federal tax implications of investment decisions.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the T.A. World ex U.S. Core Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.32% | ||||
Other Expenses | 0.05% | ||||
Total Annual Fund Operating Expenses | 0.37% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.40% to 0.32% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the T.A. World ex U.S. Core Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | 38 | $ | 119 | $ | 208 | $ | 468 |
PORTFOLIO TURNOVER
The T.A. World ex U.S. Core Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the T.A. World ex U.S. Core Equity Portfolios performance. During the most recent fiscal year, the T.A. World ex U.S. Core Equity Portfolios portfolio turnover rate was 7% of the average value of its investment portfolio.
Principal Investment Strategies
When constructing the T.A. World ex U.S. Core Equity Portfolios investment portfolio, Dimensional Fund Advisors LP (the Advisor) intends to consider federal tax implications when making investment decisions with respect to individual securities to seek to provide a tax advantage. When consistent with the Portfolios investment policies, the Advisor will buy and sell securities for the Portfolio considering the goals of: (i) delaying and minimizing the realization of net capital gains (e.g., selling stocks with capital losses to offset gains, realized
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or anticipated); and (ii) maximizing the extent to which any realized net capital gains are long-term in nature (i.e., taxable at lower capital gains tax rates).
The Advisor purchases for the T.A. World ex U.S. Core Equity Portfolio a broad and diverse group of securities of non-U.S. companies in countries with developed and emerging markets with a greater emphasis on small capitalization and value companies as compared to their representation in the Non-U.S. Universe. For purposes of this Portfolio, the Advisor defines the Non-U.S. Universe as a market capitalization weighted portfolio of non-U.S. companies in developed and emerging markets that have been authorized for investment as approved markets by the Advisors Investment Committee. The Portfolios increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the T.A. World ex U.S. Core Equity Portfolios assets to the largest growth companies relative to their weight in the Non-U.S. Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value.
The T.A. World ex U.S. Core Equity Portfolio intends to purchase securities of companies associated with developed market and emerging market countries, which may include frontier markets (emerging market countries in an earlier stage of development), that the Advisor has designated as approved markets. As a non-fundamental policy, under normal circumstances, the T.A. World ex U.S. Core Equity Portfolio will invest at least 80% of its net assets in non-U.S. equity securities and/or investments that provide exposure to non-U.S. securities. The Advisor determines company size on a country or region specific basis and based primarily on market capitalization. The percentage allocation of the assets of the T.A. World ex U.S. Core Equity Portfolio to securities of the largest growth companies will generally be reduced from between 5% and 35% of their percentage weight in the Non-U.S. Universe. As of December 31, 2016, securities of the largest growth companies in the Non-U.S. Universe comprised approximately [ ]% of the Non-U.S. Universe and the Advisor allocated approximately [ ]% of the Portfolio to securities of the largest growth companies in the Non-U.S. Universe. The percentage by which the Portfolios allocation to securities of the largest growth companies is reduced will change due to market movements and other factors. The Advisor may also adjust the representation in the T.A. World ex U.S. Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The T.A. World ex U.S. Core Equity Portfolio may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns.
The T.A. World ex U.S. Core Equity Portfolio may lend its portfolio securities to generate additional income.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the T.A. World ex U.S. Core Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company
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stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The T.A. World ex U.S. Core Equity Portfolio does not hedge foreign currency risk.
Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Tax Advantage Strategy Risk: An investment strategy that considers the tax implications of investment decisions may alter the construction of the T.A. World ex U.S. Core Equity Portfolio and affect portfolio holdings, when compared to those of non-tax managed mutual funds. The Advisor anticipates that performance of the Portfolio may deviate from that of non-tax managed mutual funds.
Derivatives Risk: Derivatives are instruments, such as futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the T.A. World ex U.S. Core Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the T.A. World ex U.S. Core Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The T.A. World ex U.S. Core Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the T.A. World ex U.S. Core Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
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The after-tax returns presented in the table for the T.A. World ex U.S. Core Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
T.A. World ex U.S. Core Equity PortfolioTotal Returns
January 2009-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[33.22% (4/096/09)] |
[-22.37% (7/119/11)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 3/6/08 Inception |
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T.A. World ex U.S. Core Equity Portfolio | ||||||||||||
Return Before Taxes |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions |
[ ] | % | [ ] | % | [ ] | % | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ ] | % | [ ] | % | [ ] | % | ||||||
MSCI All Country World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ ] | % | [ ] | % | [ ] | % |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the T.A. World ex U.S. Core Equity Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the T.A. World ex U.S. Core Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the T.A. World ex U.S. Core Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
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| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the T.A. World ex U.S. Core Equity Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the T.A. World ex U.S. Core Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
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Additional Information on Investment Objectives and Policies
The investment company described in this Prospectus offers a variety of investment portfolios. Each of the investment companys Portfolios has its own investment objective and policies, and is the equivalent of a separate mutual fund. The Portfolios described in this Prospectus are designed for long-term investors.
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO AND TAX-MANAGED U.S. TARGETED VALUE PORTFOLIO
The investment objective of each of the Tax-Managed U.S. Marketwide Value Portfolio and Tax-Managed U.S. Targeted Value Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns. The Tax-Managed U.S. Marketwide Value Portfolio is a Feeder Portfolio and pursues its investment objective by investing substantially all of its assets in its corresponding Master Fund, the Tax-Managed U.S. Marketwide Value Series of the Trust, which has the same investment objective and policies as the Tax-Managed U.S. Marketwide Value Portfolio. The Tax-Managed U.S. Targeted Value Portfolio generally invests directly in portfolio securities of U.S. companies.
Ordinarily, each of the Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Targeted Value Portfolio will invest its assets in a broad and diverse group of readily marketable securities of U.S. companies that the Advisor determines to be value stocks at the time of purchase. Securities are considered value stocks primarily because the shares have a high book value in relation to their market value (a book to market ratio). In assessing value, however, the Advisor may consider additional factors, such as a companys price to cash flow or price to earnings ratios, as well as economic conditions and developments in the companys industry. The criteria the Advisor uses for assessing value are subject to change from time to time.
The Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Targeted Value Portfolio will purchase securities that are listed on the U.S. national securities exchanges or traded on the over-the-counter market. Each of the Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Targeted Value Portfolio uses a market capitalization weighted approach. See Market Capitalization Weighted Approach in this Prospectus.
On not less than a semi-annual basis, for each of the Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Targeted Value Portfolio, the Advisor will calculate book to market ratios and review total market capitalization to determine those companies whose stock may be eligible for investment.
Generally, the Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Targeted Value Portfolio do not intend to purchase or sell securities based on the prospects for the economy, the securities markets or the individual issuers whose shares are eligible for purchase.
The total market capitalization ranges, and the value criteria used by the Advisor for The Tax-Managed U.S. Marketwide Value Series and the Tax-Managed U.S. Targeted Value Portfolio, as described above, generally apply at the time of purchase by either The Tax-Managed U.S. Marketwide Value Series or the Tax-Managed U.S. Targeted Value Portfolio. The Tax-Managed U.S. Marketwide Value Series and the Tax-Managed U.S. Targeted Value Portfolio are not required to dispose of a security if the securitys issuer is no longer within the total market capitalization range or does not meet current value criteria. Similarly, the Advisor is not required to sell a security even if the decline in the market capitalization reflects a serious financial difficulty or potential or actual insolvency of the company. Securities that do meet the market capitalization and/or value criteria nevertheless may be sold at any time when, in the Advisors judgement, circumstances warrant their sale. See Portfolio Transactions in this Prospectus.
The Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Targeted Value Portfolio may each invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the U.S. equity markets while maintaining liquidity. In addition to money market instruments and other short-term investments, the Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Targeted Value Portfolio may each invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
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TAX-MANAGED U.S. EQUITY PORTFOLIO
The investment objective of the Tax-Managed U.S. Equity Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns.
The Tax-Managed U.S. Equity Portfolio generally will invest its assets in a broad and diverse group of securities of companies listed on the U.S. national securities exchanges or traded on the over-the-counter market. The Tax-Managed U.S. Equity Portfolio uses a market capitalization weighted approach. See Market Capitalization Weighted Approach in this Prospectus.
The total market capitalization range used by the Advisor for The Tax-Managed U.S. Equity Portfolio, as described above, generally applies at the time of purchase by The Tax-Managed U.S. Equity Portfolio. The Tax-Managed U.S. Equity Portfolio is not required to dispose of a security if the securitys issuer is no longer within this total market capitalization range. Similarly, the Advisor is not required to dispose of a security even if the decline in the market capitalization reflects a serious financial difficulty or potential or actual insolvency of the company. Securities that do meet the market capitalization range nevertheless may be sold at any time when, in the Advisors judgement, circumstances warrant their sale. See Portfolio Transactions in this Prospectus.
The Tax-Managed U.S. Equity Portfolio may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the U.S. equity markets while maintaining liquidity. In addition to money market instruments and other short-term investments, the Tax-Managed U.S. Equity Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
TAX-MANAGED U.S. SMALL CAP PORTFOLIO
The investment objective of the Tax-Managed U.S. Small Cap Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns. The Portfolio provides investors with access to a securities portfolio generally consisting of small U.S. companies traded on a U.S. national securities exchange or on an over-the-counter market. Company size will be determined for purposes of the Portfolio solely on the basis of a companys market capitalization, which will be calculated by multiplying the price of a companys stock by the number of its shares of outstanding common stock. As of the date of this Prospectus, for this Portfolio, the Advisor considers small cap companies to be all companies whose market capitalizations are generally in the lowest 10% of total market capitalization or companies whose market capitalizations are smaller than the 1,000th largest U.S. company, whichever results in the higher market capitalization break.
The Tax-Managed U.S. Small Cap Portfolio intends to invest in the securities of eligible companies using a market capitalization weighted approach. See Market Capitalization Weighted Approach .
The Tax-Managed U.S. Small Cap Portfolio may purchase securities of foreign issuers that are traded in the U.S. securities markets, but such investments may not exceed 5% of the gross assets of the Portfolio. In addition, the Tax-Managed U.S. Small Cap Portfolio is authorized to invest in privately placed convertible debentures. Such investments are considered illiquid and the value thereof, together with the value of all other illiquid investments, may not exceed 15% of the value of the Tax-Managed U.S. Small Cap Portfolios net assets at the time of purchase.
The Tax-Managed U.S. Small Cap Portfolio may invest in exchange-traded funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the U.S. equity markets while maintaining liquidity. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
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T.A. U.S. CORE EQUITY 2 PORTFOLIO
The investment objective of the T.A. U.S. Core Equity 2 Portfolio is to achieve long-term capital appreciation while minimizing federal income tax implications of investment decisions. The Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of U.S. companies with an increased exposure to small capitalization and value companies relative to the U.S. Universe. The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , and such other securities exchanges deemed appropriate by the Advisor from time to time (U.S. Universe). The increased exposure to small and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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. In addition, the Advisor may consider such factors as free float, momentum, trading strategies, liquidity management, and profitability, as well as other factors it determines appropriate, given market conditions, in adjusting the representation of eligible companies in the T.A. U.S. Core Equity 2 Portfolio. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The T.A. U.S. Core Equity 2 Portfolio may 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. In addition to money market instruments and other short-term investments, the T.A. U.S. Core Equity 2 Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
The investment objective of the Tax-Managed DFA International Value Portfolio is to achieve long-term capital appreciation while minimizing federal income taxes on returns. The Portfolio seeks to achieve its investment objective by purchasing the securities of large non-U.S. companies which the Advisor determines to be value stocks at the time of the purchase. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing value, the Advisor 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 Advisor uses for assessing value are subject to change from time to time. As of the date of this Prospectus, the Portfolio may invest in the securities of large companies associated with Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom (collectively, the Approved Markets). The Advisor will determine, in its discretion, when and whether to invest in countries that have been authorized as Approved Markets, depending on a number of factors, such as asset growth in the Portfolio and the characteristics of each countrys markets. The Investment Committee of the Advisor may designate other countries as Approved Markets for investment in the future, in addition to the countries identified above, or the Investment Committee may remove one or more countries from the list of Approved Markets. In addition, the Portfolio may continue to hold investments in countries that are not currently designated 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 Markets. (For a description of the securities approved for investment, see Approved Markets ).
Under normal market conditions, the Tax-Managed DFA International Value Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries.
In the countries or regions authorized for investment, the Advisor first ranks eligible companies listed on selected exchanges based on the companies market capitalization. The Advisor then determines the universe of eligible
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securities by defining the minimum market capitalization of a large company that may be purchased by the Tax-Managed DFA International Value Portfolio with respect to each country or region. As of December 31, 2016, for the Tax-Managed DFA International Value Portfolio, the lowest minimum market capitalization of a large company in any country or region in which the Tax-Managed DFA International Value Portfolio invests was $[ ] million. This threshold will change due to market conditions. For example, as of December 31, 2016, the Advisor considered a large company in the European Monetary Union (EMU) to have a market capitalization of at least $[ ] million, a large company in Norway to have a market capitalization of at least $[ ] million, and a large company in Switzerland to have a market capitalization of at least $[ ] million. These dollar amounts will change due to market conditions.
The Tax-Managed DFA International Value Portfolio intends to purchase securities within each applicable country using a market capitalization weighted approach. The Advisor, using this approach and its judgment, will seek to set country weights based on the relative market capitalizations of eligible large companies within each country. See Market Capitalization Weighted Approach . The weightings of countries in the Portfolio may vary from their weighting in international indices, such as those published by FTSE International, MSCI or Citigroup.
The Tax-Managed DFA International Value Portfolio does not seek current income as an investment objective. However, many of the companies whose securities will be included in the Portfolio do pay dividends. It is anticipated, therefore, that the Portfolio will receive dividend income.
The Tax-Managed DFA International Value Portfolio 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. In addition to money market instruments and other short-term investments, the Tax-Managed DFA International Value Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
T.A. WORLD EX U.S. CORE EQUITY PORTFOLIO
The investment objective of the T.A. World ex U.S. Core Equity Portfolio is to achieve long-term capital appreciation while considering federal tax implications of investment decisions. The Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of non-U.S. companies with an increased exposure to small capitalization and value companies relative to the Non-U.S. Universe. For purposes of this Portfolio, the Advisor defines the Non-U.S. Universe as a market capitalization weighted portfolio of non-U.S. companies in developed and emerging markets, which may include frontier markets, that have been authorized for investment as Approved Markets by the Advisors Investment Committee. As of the date of this Prospectus, the following markets have been authorized for investment as Approved Markets for the T.A. World ex U.S. Core Equity Portfolio and comprise the Non-U.S. Universe: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Taiwan, Thailand, and Turkey. The Advisor will determine in its discretion when and whether to invest in markets that have been authorized as Approved Markets, depending on a number of factors, such as asset growth in the Portfolio and characteristics of each such market. The Investment Committee of the Advisor also may authorize other markets for investment in the future, in addition to the Approved Markets identified above, or may remove one or more markets from the list of Approved Markets. Also, the Portfolio may continue to hold investments in countries that are not currently designated 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 Markets. (For a description of the securities approved for investment, see Approved Markets ).
Under normal market conditions, the T.A. World ex U.S. Core Equity Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries.
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The increased exposure to small capitalization and value companies for the T.A. World ex U.S. Core Equity Portfolio may be achieved by decreasing the allocation of the Portfolios assets to the largest growth companies relative to their weight in the Non-U.S. Universe. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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. In addition, the Advisor may consider such factors as free float, momentum, trading strategies, liquidity management, and profitability, as well as other factors it determines appropriate, given market conditions, in adjusting the representation of eligible companies in the T.A. World ex U.S. Core Equity Portfolio. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The Portfolio may not invest in all companies of an Approved Market or all Approved Markets as described above, for reasons which include constraints imposed within Approved Markets (e.g., restrictions on purchases by foreigners), and the Portfolios policy not to invest more than 25% of its assets in any one industry.
In determining which emerging market countries are eligible markets for the T.A. World ex U.S. Core Equity Portfolio, the Advisor 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, MSCI and Citigroup. Approved Markets may not include all such emerging markets. In determining whether to approve emerging markets for investment, the Advisor 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 for the Portfolio.
Even though a companys stock may meet the criteria for investment, a companys stock may not be included in the T.A. World ex U.S. Core Equity Portfolio for one or more of a number of reasons. For example, in the Advisors judgment, the issuer may be considered in extreme financial difficulty or a material portion of its securities may be closely held and not likely available to support market liquidity. There will be the exercise of discretion and consideration by the Advisor in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.
The T.A. World ex U.S. Core Equity Portfolio 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. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses.
The Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio (each an International Portfolio and collectively, the International Portfolios) each invests in securities of Approved Markets as identified above for each International Portfolio. The Approved Markets securities invested in by each International Portfolio will be 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 Depositary Receipts, Global Depositary Receipts, American Depositary Receipts, or other types of depositary receipts (including non-voting depositary receipts) or may be listed on bona fide securities exchanges in more than one country. Approved Market securities are defined as securities that are associated with an Approved Market, and 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
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least 50% of their assets in Approved Markets; (f) Approved Markets equity securities in the form of depositary shares; (g) securities of pooled investment vehicles that invest primarily in Approved Markets securities or derivative instruments that derive their value from Approved Markets securities; or (h) securities included in the International Portfolios benchmark index. Securities of Approved Markets may include securities of companies that have characteristics and business relationships common to companies in other countries. As a result, the value of the securities of such companies may reflect economic and market forces in such other countries as well as in the Approved Markets. The Advisor, however, will select only those companies that, in its view, have sufficiently strong exposure to economic and market forces in Approved Markets. For example, the Advisor 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 criteria discussed above to be considered associated with Approved Markets.
MARKET CAPITALIZATION WEIGHTED APPROACH
The portfolio structures of Tax-Managed U.S. Marketwide Value Series, Tax-Managed U.S. Targeted Value Portfolio, Tax-Managed U.S. Equity Portfolio, Tax-Managed U.S. Small Cap Portfolio and Tax-Managed DFA International Value Portfolio each involve 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 modified by the Advisor for a variety of reasons. The Advisor may adjust the representation in a Portfolio or Series of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The Advisor may deviate from market capitalization weighting to limit or fix the exposure of the Portfolio to a particular issuer to a maximum proportion of the assets of the Portfolio. The Advisor may exclude the stock of a company that meets applicable market capitalization criterion if the Advisor determines, in its best judgment, that the purchase of such stock is inappropriate in light of other conditions. These adjustments will result in a deviation from traditional market capitalization weighting.
Adjustment for free float modifies 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: (i) those held by strategic investors (such as governments, controlling shareholders and management), (ii) treasury shares, or (iii) shares subject to foreign ownership restrictions.
Furthermore, the Advisor 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 assets, may be invested in interest bearing obligations, such as money market instruments, thereby causing further deviation from market capitalization weighting. A further deviation may occur due to holdings of privately placed convertible debentures and securities received in connection with corporate actions.
The Portfolios and the Master Fund should not be expected to adhere to their market capitalization weighted approach to the same extent as non-tax-managed portfolios advised by the Advisor. The tax management strategies used by the Advisor to defer the realization of net capital gains or minimize dividend income, from time to time, may cause deviation from the market capitalization weighted approach.
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 a market capitalization weighted approach would otherwise require. In addition, securities eligible for purchase or otherwise represented in a Portfolio or Master Fund may be acquired in exchange for the issuance of shares. See PURCHASE OF SHARESIn-Kind Purchases . While such transactions might cause a deviation from market capitalization weighting, they would ordinarily be made in anticipation of further growth of assets.
Generally, 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 changes of such securities. On at least a semi-annual basis, the Advisor will identify companies
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whose stock is eligible for investment by a Portfolio or Master Fund. Additional investments generally will not be made in securities that have changed in value sufficiently to be excluded from the Advisors then current market capitalization requirement 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 a Portfolio or Master Fund change in value sufficiently to be excluded from the requirement for eligible securities, but not by a sufficient amount to warrant their sale.
Country weights may be based on the total market capitalization of companies within each country. The country weights may take into consideration the free float of companies within a country 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 may limit or fix the exposure to a particular country or region to a maximum proportion of the assets of that vehicle. Country weights may also vary due to general day-to-day trading patterns and price movements. The weighting of countries may vary from their weighting in published international indices.
In general, securities will 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 which 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 generally 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, including those eligible for purchase, may be disposed of, however, at any time when, in the Advisors judgment, circumstances warrant their sale, including but not limited to tender offers, mergers and similar transactions, or bids made for block purchases at opportune prices. Generally, securities 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 each Portfolio or the Master Fund.
TAX MANAGEMENT STRATEGIESTAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO, TAX-MANAGED U.S. TARGETED VALUE PORTFOLIO, TAX-MANAGED U.S. EQUITY PORTFOLIO, TAX-MANAGED U.S. SMALL CAP PORTFOLIO AND TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO
Tax-Managed U.S. Marketwide Value Portfolio, Tax-Managed U.S. Targeted Value Portfolio, Tax-Managed U.S. Equity Portfolio, Tax-Managed U.S. Small Cap Portfolio and Tax-Managed DFA International Value Portfolio each seek to maximize the after tax value of an investment by managing its portfolio in a manner that will defer the realization of net capital gains where possible and may attempt to reduce dividend income.
When selling securities, a Portfolio or Master Fund typically will select the highest cost shares of the specific security in order to minimize the realization of capital gains. In certain cases, the highest cost shares may produce a short-term capital gain. Since short-term capital gains generally are taxed at higher tax rates than long-term capital gains, the highest cost shares with a long-term holding period may be disposed of instead. Each Portfolio or Master Fund, when possible, generally will refrain from disposing of a security until the long-term holding period for capital gains for tax purposes has been satisfied. Additionally, each Portfolio or Master Fund, when consistent with all other tax management policies, may sell securities in order to realize capital losses. Realized capital losses can be used to offset realized capital gains, thus reducing capital gains distributions.
The Advisor may attempt to time the purchases and sales of securities to reduce the receipt of dividends when possible. With respect to dividends that are received, the Portfolios and the Master Fund may not be eligible to flow through the dividends received deduction attributable to holdings in U.S. equity securities to corporate shareholders if, because of certain timing rules, hedging activities, or debt financing activities at the Portfolio or Master Fund level, the requisite holding period of the dividend paying stock is not met.
The Portfolios and the Master Fund are expected to deviate from their market capitalization weightings to a greater extent than non-tax-managed portfolios. For example, the Advisor may determine to hold shares of a company in a small cap portfolio despite changes to that companys market capitalization as part of the portfolios tax management strategy. For that reason, in this example, under normal conditions shareholders should expect a tax managed small cap portfolio to have a different overall market capitalization exposure than a
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non-tax managed small cap portfolio. In addition, the Advisor may delay buying the stock of a company that meets applicable market capitalization criteria in order to avoid dividend income, and may sell stock of a company that meets applicable market capitalization criteria in order to realize a capital loss. Also, the Portfolios and Master Fund may dispose of securities whenever the Advisor determines that disposition is consistent with their tax management strategies or is otherwise in the best interest of a Portfolio or Master Fund.
Although the Advisor intends to manage each Portfolio or Master Fund in a manner which considers the effects of the realization of capital gains and taxable dividend income each year, the Portfolios may nonetheless distribute taxable gains and dividends to shareholders. Of course, realization of capital gains is not entirely within the Advisors control. Capital gains distributions may vary considerably from year to year; there will be no capital gains distributions in years when a Portfolio or Master Fund realizes a net capital loss. Furthermore, the redeeming shareholders will be required to pay taxes on their capital gains, if any, on a redemption of a Portfolios shares, whether paid in cash or in kind, if the amount received on redemption is greater than the amount of the shareholders tax basis in the shares redeemed.
CONSIDERATION OF TAX IMPLICATIONST.A. U.S. CORE EQUITY 2 PORTFOLIO AND T.A. WORLD EX U.S. CORE EQUITY PORTFOLIO
When constructing its investment portfolio, the T.A. U.S. Core Equity 2 Portfolio and T.A. World ex U.S. Core Equity Portfolio each intends to consider federal tax implications when making investment decisions with respect to individual securities to seek to provide a tax advantage. When selling securities, each Portfolio typically will select the highest cost shares of the specific security in order to minimize the realization of capital gains. In certain cases, the highest cost shares may produce a short-term capital gain. Since short-term capital gains generally are taxed at higher tax rates than long-term capital gains, the highest cost shares with a long-term holding period may be disposed of instead. Each Portfolio, when possible, will generally refrain from disposing of a security until the long-term holding period for capital gains for tax purposes has been satisfied. Additionally, each Portfolio, when consistent with its investment and tax policies, may sell securities in order to realize capital losses. Realized capital losses can be used to offset realized capital gains, thus reducing capital gains distributions. The Advisor may delay buying the stock of a company that meets applicable investment criteria in order to avoid dividend income, and may sell the stock of a company that meets applicable investment criteria in order to realize a capital loss. Also, each Portfolio may dispose of securities whenever the Advisor determines that disposition is consistent with the Portfolios tax and investment management strategies or is otherwise in the best interest of the Portfolio. As part of its investment decisions, the Advisor may also consider the effects of holding periods and securities lending, among other factors, that may affect the tax characteristics of the income received.
Although the Advisor intends to manage each Portfolio in a manner that considers the effects of the realization of capital gains and taxable dividend income each year, the Portfolio may nonetheless distribute taxable gains and dividends to shareholders. Of course, realization of capital gains is not entirely within the Advisors control. Capital gains distributions may vary considerably from year to year. The Portfolio may be required to distribute taxable realized gains from a prior year, even if the Portfolio has a net realized loss for the year of distribution. Furthermore, the redeeming shareholders will be required to pay taxes on their capital gains, if any, on a redemption of the Portfolios shares, whether paid in cash or in kind, if the amount received on redemption is greater than the amount of the shareholders tax basis in the shares redeemed.
COMMODITY POOL OPERATOR EXEMPTION
The Master Fund and Portfolios are operated by a person that has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act (CEA) with respect to the Master Fund and Portfolios described in this prospectus, and, therefore, such person is not subject to registration or regulation as a pool operator under the CEA with respect to such Master Fund and Portfolios.
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All of the Portfolios and the Master Fund are authorized to lend securities to qualified brokers, dealers, banks and other financial institutions for the purpose of earning additional income, although inasmuch as the Feeder Portfolio will only hold shares of its corresponding Master Fund, the Portfolio does not intend to lend those shares. While a Portfolio or Master Fund may earn additional income from lending securities, such activity is incidental to the investment objective of a Portfolio or Master Fund. For information concerning the revenue from securities lending, see SECURITIES LENDING REVENUE . The value of securities loaned may not exceed 33 1 ⁄ 3 % of the value of a Portfolios or Master Funds total assets, which includes the value of collateral received. To the extent a Portfolio or Master Fund loans a portion of its securities, a Portfolio or Master Fund will receive collateral consisting generally of cash or U.S. government securities. Collateral received will be maintained by marking to market daily and (i) in an amount equal to at least 100% of the current market value of the loaned securities with respect to securities of the U.S. Government or its agencies, (ii) in an amount generally equal to 102% of the current market value of the loaned securities with respect to U.S. securities, and (iii) in an amount generally equal to 105% of the current market value of the loaned securities with respect to foreign securities. Subject to their stated investment policies, the Portfolios and Master Fund will generally invest the cash collateral received for the loaned securities in the DFA Short Term Investment Fund (the Money Market Series), an affiliated registered money market fund advised by the Advisor for which the Advisor receives a management fee of 0.05% of the average daily net assets of the Money Market Series. The Portfolios and Master Fund may also invest such collateral in securities of the U.S. Government or its agencies, repurchase agreements collateralized by securities of the U.S. Government or its agencies, and affiliated and unaffiliated registered and unregistered money market funds. For purposes of this paragraph, agencies include both agency debentures and agency mortgage backed securities.
In addition, the Portfolios and Master Fund will be able to terminate the loan at any time and will receive reasonable interest on the loan, as well as amounts equal to any dividends, interest or other distributions on the loaned securities. However, dividend income received from loaned securities may not be eligible to be taxed at qualified dividend income rates. As a result, the Portfolios and Master Fund may limit the use of securities lending to limit the impact of these tax consequences. See the Statement of Additional Information (SAI) for a further discussion of the tax consequences related to securities lending. A Portfolio or Master Fund will be entitled to recall a loaned security in time to vote proxies or otherwise obtain rights to vote proxies of loaned securities if the Portfolio or Master Fund knows a material event will occur. In the event of the bankruptcy of the borrower, DFA Investment Dimensions Group Inc. (the Fund) or the Trust could experience delay in recovering the loaned securities or only recover cash or a security of equivalent value. See PRINCIPAL RISKS Securities Lending for a discussion of the risks related to securities lending.
For the fiscal year ended October 31, 2016, the following Portfolios received the following net revenues from a securities lending program, which constituted a percentage of the average daily net assets of each Portfolio (see SECURITIES LOANS ):
Portfolio | Net Revenue |
Percentage of Net Assets |
||||||||
Tax-Managed U.S. Marketwide Value* | $ | [ ] | [ ]% | |||||||
Tax-Managed U.S. Targeted Value | $ | [ ] | [ ]% | |||||||
Tax-Managed U.S. Equity | $ | [ ] | [ ]% | |||||||
Tax-Managed U.S. Small Cap | $ | [ ] | [ ]% | |||||||
T.A. U.S. Core Equity 2 | $ | [ ] | [ ]% |
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Portfolio | Net Revenue |
Percentage of Net Assets |
||||||||
Tax-Managed DFA International Value | $ | [ ] | [ ]% | |||||||
T.A. World ex U.S. Core Equity | $ | [ ] | [ ]% |
* | A Portfolio with a corresponding Master Fund that is taxed as a partnership. Net Revenue reflects the proportional share of the securities lending revenue generated by the Master Fund that was received by the Portfolio. |
The Advisor serves as investment advisor to the Portfolios and the Master Fund. Pursuant to an Investment Management Agreement with the Fund and the Trust on behalf of each Portfolio and the Master Fund, respectively, the Advisor is responsible for the management of each of the Portfolios and Master Funds assets. With respect to the Investment Management Agreement with the Feeder Portfolio, the Advisor manages the portion of the Feeder Portfolios assets that are retained by the Feeder Portfolio for direct investment and, at its discretion, may make a determination to withdraw the Feeder Portfolios investment from its corresponding Master Fund to invest in another Master Fund or manage all the Feeder Funds assets directly if the Advisor believes it is in the best interests of the Feeder Portfolio and its shareholders to do so. As of the date of this Prospectus, the Feeder Portfolio invests substantially all of its assets in its corresponding Master Fund. The Portfolios and the Master Fund are managed using a team approach. The investment team includes the Investment Committee of the Advisor, portfolio managers and trading personnel.
The Investment Committee is composed primarily of certain officers and directors of the Advisor who are appointed annually. As of the date of this Prospectus the Investment Committee has ten members. Investment strategies for the Portfolios and Master Fund are set by the Investment Committee, which meets on a regular basis and also as needed to consider investment issues. The Investment Committee also sets and reviews all investment related policies and procedures and approves any changes in regards to approved countries, security types and brokers.
In accordance with the team approach used to manage the Portfolios and Master Fund, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding the Portfolios and Master Fund based on the parameters established by the Investment Committee. The individuals named in a Portfolios INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT section coordinate the efforts of all other portfolio managers or trading personnel with respect to the day-to-day management of such Portfolio.
Mr. Schneider is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Schneider holds an MBA from the University of Chicago Booth School of Business, an MS from the University of Minnesota, and a BS from Iowa State University. Mr. Schneider joined the Advisor in 2011, has been a portfolio manager since 2013, and has been responsible for the Tax-Managed U.S. Targeted Value Portfolio since 2015.
Ms. Phillips is a Senior Portfolio Manager of the Advisor. Ms. Phillips holds an MBA from the University of Chicago Booth School of Business and a BA from the University of Puget Sound. Ms. Phillips joined the Advisor in 2012, has been a portfolio manager since 2014, and has been responsible for the Tax-Managed DFA International Value Portfolio since 2015.
Mr. Chi is a Senior Portfolio Manager and Vice President of the Advisor and the Chairman of the Investment Committee. Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined the Advisor as a portfolio manager in 2005 and has been responsible for the international portfolios since 2010 and domestic equity portfolios since 2012.
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Mr. Fogdall is a Senior Portfolio Manager and Vice President of the Advisor and a member of the Investment Committee. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined the Advisor as a portfolio manager in 2004 and has been responsible for the international portfolios since 2010 and domestic equity portfolios since 2012.
Mr. Gray is Head of Global Equity Trading and a Vice President of the Advisor 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 Advisor in 1995, was a Portfolio Manager from 1995 to 2005, and has been Head of Global Equity Trading since 2006 and responsible for the Tax-Managed DFA International Value Portfolio and domestic equity portfolios since 2012.
Mr. Singh is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Singh received his MBA from the University of Chicago and his BA from the University of California, Los Angeles. Mr. Singh joined the Advisor originally in 2003, has been a portfolio manager since 2012 and has been responsible for the international equity portfolios since 2015.
Mr. Pu is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Pu has an MBA from the University of California, Los Angeles, an MS and PhD from Caltech, and a BS from Cooper Union for the Advancement of Science and Art. Mr. Pu joined the Advisor as a portfolio manager in 2006 and has been responsible for the T.A. World ex U.S. Core Equity Portfolio since 2015.
The SAI provides information about each portfolio managers compensation, other accounts managed by the portfolio manager, and the portfolio managers ownership of each Portfolios shares.
The Advisor provides the Portfolios and the Master Fund with a trading department and selects brokers and dealers to effect securities transactions. Securities transactions are placed with a view to obtaining best price and execution. A discussion regarding the basis for the Boards of Trustees/Directors approving the Investment Management Agreements with respect to the Portfolios and Master Fund is available in the semi-annual report for the Portfolios and Master Fund for the fiscal period ending April 30, 2016. The Advisors address is 6300 Bee Cave Road, Building One, Austin, TX 78746. The Advisor has been engaged in the business of providing investment management services since May 1981. The Advisor is currently organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. The Advisor controls Dimensional Fund Advisors Ltd. (DFAL) and DFA Australia Limited (DFA Australia). As of January 31, 2017, assets under management for all Dimensional affiliated advisors totaled approximately $[ ] billion.
The Fund and the Trust bear all of their own fees, expenses, charges, assessments, taxes, and other costs incurred in their operations, whether incurred directly by the Fund/Trust or incurred by the Advisor on their behalf. The expenses payable by the Fund/Trust shall include, but are not limited to: services of their independent registered public accounting firm, legal counsel to the Fund/Trust and their disinterested trustees/directors, fees and expenses of disinterested trustees/directors, employees and consultants, accounting and pricing costs (including the daily calculations of net asset value), brokerage fees, commissions and transfer taxes in connection with the acquisition and disposition of portfolio securities, taxes and other governmental fees levied against the Fund/Trust, insurance premiums, investment fees and expenses of the Fund/Trust, including the interest expense of borrowing money, the costs incidental to meetings of their shareholders and trustees/directors, the cost of filing their registration statements under the federal securities laws and the cost of any other filings required under federal and state securities laws, the costs of preparing, printing and mailing proxies, shareholder reports, prospectuses, statements of additional information and other fund documents, transfer and dividend disbursing agency, administrative services and custodian fees, including the expenses of issuing, repurchasing or redeeming their shares, fees and expenses of securities lending agents and the oversight of the securities lending activities of the Fund/Trust, fees and expenses associated with trade administration oversight services with respect to reconciliations and the oversight of settlement and collateral management, litigation, regulatory examinations/proceedings and other extraordinary or nonrecurring expenses, and other expenses properly payable by the Fund/Trust. Expenses allocable to a particular Portfolio or Master Fund are so allocated. The expenses of the Fund which are not allocable to a particular Portfolio are to be borne by each Portfolio of the
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Fund on the basis of its relative net assets. Similarly, the expenses of the Trust which are not allocable to a particular Master Fund are to be borne by each Master Fund on the basis of its relative net assets.
The Annual Fund Operating Expenses table describes the fees incurred by a Portfolio (not including the T.A. World ex U.S. Core Equity Portfolio) for the services provided by the Advisor for the fiscal year ended October 31, 2016. The Management Fee listed in the table for the Feeder Portfolio includes the investment management fees that were payable to the Advisor by the Portfolio and the Portfolios Master Fund. The Management Fee listed in the table for the Non-Feeder Portfolios provides the investment management fee that was payable by the respective Portfolio to the Advisor. The Advisor, not the International Portfolios, compensates the sub-advisors.
The Annual Fund Operating Expenses table for the T.A. World ex U.S. Core Equity Portfolio describes the management fee to be paid by the Portfolio as a result of a decrease in the management fee payable by the Portfolio effective February 28, 2017. The rate of the management fee payable to the Advisor by the T.A. World ex U.S. Core Equity Portfolio was reduced from 0.40% to 0.32% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017.
The Advisor has entered into Sub-Advisory Agreements with Dimensional Fund Advisors Ltd. (DFAL) and DFA Australia Limited (DFA Australia), respectively, with respect to the International Portfolios. Pursuant to the terms of each Sub-Advisory Agreement, DFAL and DFA Australia each have the authority and responsibility to select brokers or dealers to execute securities transactions for the International Portfolios. Each Sub-Advisors duties include the maintenance of a trading desk and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor will review the holdings of each International Portfolio and review the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by an International Portfolio and may delegate this task, subject to its own review, to DFAL and DFA Australia. DFAL and DFA Australia maintain and furnish to the Advisor information and reports on securities of companies in certain markets, including recommendations of securities to be added to the securities that are eligible for purchase by each International Portfolio, as well as making recommendations and elections on corporate actions. The Advisor controls DFAL and DFA Australia. DFA Australia is a U.S. federally registered investment advisor located at Level 43 Gateway, 1 Macquarie Place, Sydney, New South Wales 2000, Australia. DFAL is a U.S. federally registered investment advisor located at 20 Triton Street, Regents Place, London NW13BF, United Kingdom. DFAL is a member of the Financial Conduct Authority, a self-regulatory organization for investment managers operating under the laws of England.
Manager of Managers Structure
The Advisor and the Fund have applied for an exemptive order from the SEC for a manager of managers structure that will allow the Advisor to appoint, replace or change, without prior shareholder approval, but subject to Board approval, sub-advisors that are controlled by the Advisor (i.e., the Advisor holds the right to vote over 50% of the sub-advisors outstanding voting securities) (Dimensional Controlled Sub-advisors). The Board only will approve a change with respect to sub-advisors if the Directors conclude that such arrangements would be in the best interests of the shareholders of the Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio (the MOM-Eligible Portfolios). As described above, DFA Australia and/or DFAL, each a Dimensional Controlled Sub-advisor, currently serve as sub-advisors to each MOM-Eligible Portfolio. If a new Dimensional Controlled Sub-advisor is hired for a MOM-Eligible Portfolio, shareholders will receive information about the new sub-advisor within 90 days of the change. The exemptive order will allow greater flexibility for the Advisor to utilize, if desirable, personnel throughout the worldwide organization enabling a MOM-Eligible Portfolio to operate more efficiently. The Advisor will not hire unaffiliated sub-advisors and will not request the ability to do so in its application to the SEC for an exemptive order to allow the manager of managers structure.
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The use of the manager of managers structure with respect to a MOM-Eligible Portfolio may be subject to certain conditions set forth in the SEC exemptive order. There can be no assurance that the SEC will grant the application for an exemptive order. Unless and until any such exemptive order is obtained, any appointment or replacement of sub-advisors would require shareholder approval.
FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENTS
Pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement (the Fee Waiver and/or Expense Assumption Agreement) for the Tax-Managed U.S. Equity Portfolio, T.A. U.S. Core Equity 2 Portfolio and T.A. World ex U.S. Core Equity Portfolio, the Advisor has agreed to waive certain fees and in certain instances, assume certain expenses of the Portfolios, as described below. The Fee Waiver and/or Expense Assumption Agreement for the Portfolios will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. Pursuant to a Fee Waiver Agreement for the Tax-Managed U.S. Marketwide Value Portfolio, the Advisor has agreed to permanently waive certain management fees, as described below. The Fee Waiver Agreement will remain in effect permanently, unless terminated by the Fund.
Tax-Managed U.S. Marketwide Value Portfolio
The Advisor has contractually agreed to permanently waive all or a portion of the management fee of the Tax-Managed U.S. Marketwide Value Portfolio to the extent necessary to limit the total management fees paid to the Advisor by the Portfolio, including the proportionate share of the management fees the Portfolio pays indirectly through its investment in other funds managed by the Advisor, to 0.35% of the average net assets of a class of the Portfolio on an annualized basis.
Tax-Managed U.S. Equity Portfolio
The Advisor has contractually agreed to waive its management fee and assume the ordinary operating expenses of a class of the Tax-Managed U.S. Equity Portfolio (excluding the expenses that the Portfolio incurs indirectly through investment in other investment companies) (Portfolio Expenses) to the extent necessary to reduce the expenses of a class of the Portfolio when its total operating expenses exceed 0.22% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for a class of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or any expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
T.A. U.S. Core Equity 2 Portfolio
The Advisor has contractually agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of the T.A. U.S. Core Equity 2 Portfolio (excluding the expenses that the Portfolio incurs indirectly through investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.30% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
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T.A. World ex U.S. Core Equity Portfolio
The Advisor has agreed to waive all or a portion of its management fee and to assume the expenses of a class of the T.A. World ex U.S. Core Equity Portfolio (including the expenses that the Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in the Money Market Series and its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.39% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for a class of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Dividends, Capital Gains Distributions and Taxes
Dividends and Distributions. Each Portfolio intends to qualify each year as a regulated investment company under the Internal Revenue Code of 1986, as amended (the Code). As a regulated investment company, a Portfolio generally pays no federal income tax on the income and gains it distributes to you. Dividends from net investment income of a Portfolio are distributed quarterly (on a calendar basis) and any net realized capital gains (after any reductions for available capital loss carryforwards) are distributed annually, typically in December. A Portfolio may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Portfolio.
Capital gains distributions may vary considerably from year to year as a result of a Portfolios normal investment activities and cash flows. During a time of economic volatility, a Portfolio may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. The Portfolio may be required to distribute taxable realized gains from a prior year, even if the Portfolio has a net realized loss for the year of distribution.
You will automatically receive all income dividends and capital gains distributions in additional shares of the Portfolio whose shares you hold at net asset value (as of the business date following the dividend record date), unless, upon written notice to the Advisor and completion of account information, you select one of the options listed below:
Income Optionto receive income dividends in cash and capital gains distributions in additional shares at net asset value.
Capital Gains Optionto receive capital gains distributions in cash and income dividends in additional shares at net asset value.
Cash Optionto receive both income dividends and capital gains distributions in cash.
Annual Statements. Each year, you will receive a statement that shows the tax status of distributions you received the previous calendar year. Distributions declared in December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December.
Avoid Buying A Dividend. At the time you purchase your Portfolio shares, a Portfolios net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Portfolio just before it declares an income dividend or capital gains distribution is sometimes known as buying a dividend. In addition, a Portfolios net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you.
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Tax Considerations. Unless otherwise indicated, the discussion below with respect to a Portfolio includes in the case of a Feeder Portfolio invested in a Master Fund, its pro rata share of its corresponding Master Funds income and assets.
In general, if you are a taxable investor, Portfolio distributions are taxable to you as ordinary income, capital gains, or some combination of both. This is true whether you reinvest your distributions in additional Portfolio shares or receive them in cash.
For federal income tax purposes, Portfolio distributions of short-term capital gains are taxable to you at ordinary income rates. Portfolio distributions of long-term capital gains are taxable to you at long-term capital gain rates no matter how long you have owned your shares. A portfolio with a high portfolio turnover rate (a measure of how frequently assets within a portfolio are bought and sold) is more likely to generate short-term capital gains than a portfolio with a low portfolio turnover. A portion of income dividends reported by a Portfolio as qualified dividend income may be eligible for taxation by individual shareholders at long-term capital gain rates provided certain holding period requirements are met.
Compared to other types of investments, derivatives may be less tax efficient. For example, the use of derivatives by a Portfolio may cause the Portfolio to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gains. Changes in government regulation of derivative instruments could affect the character, timing and amount of a Portfolios taxable income or gains, and may limit or prevent the Portfolio from using certain types of derivative instruments as a part of its investment strategy. A Portfolios use of derivatives also may be limited by the requirements for taxation of the Portfolio as a regulated investment company.
If a Portfolio qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments will be treated as paid by you. You will then be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders).
The Board of Trustees of a Master Fund reserves the right to change the entity classification of a Master Fund for U.S. federal income tax purposes at any time, as may be permitted or required under the Code. For instance, the Board might cause a Master Fund that is classified as a partnership to elect to be classified as a corporation and taxable as a regulated investment company or disregarded entity (if it has one shareholder) or vice versa. Such a change in entity classification may be prompted by, among other things, changes in law, the investment strategy of a Master Fund, or the nature and number of shareholders of a Master Fund or other factors or events adversely affecting the ability of a Master Fund to comply with the Code. A change in entity classification of a Master Fund may be a taxable event, causing the Master Fund and shareholders of the Master Fund that are subject to tax to recognize a taxable gain or loss. Such a change in entity classification would also cause the shareholders of the Master Fund to be subject to a different taxation regime, which may adversely affect some shareholders depending upon their particular circumstances.
Sale or Redemption of Portfolio Shares. The sale of shares of a Portfolio is a taxable event and may result in a capital gain or loss to you. Capital gain or loss may be realized from an ordinary redemption of shares or an exchange of shares between two Portfolios. Any loss incurred on the sale or exchange of a Portfolios shares, held for six months or less, will be treated as a long-term capital loss to the extent of capital gain dividends received with respect to such shares.
A Portfolio is required to report to you and the Internal Revenue Service annually on Form 1099-B not only the gross proceeds of Portfolio shares you sell or redeem but also the cost basis for shares purchased or acquired on or after January 1, 2012. Cost basis will be calculated using the Portfolios default method of average cost, unless you instruct a Portfolio to use a different calculation method. Shareholders should carefully review the cost basis information provided by a Portfolio and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If your account is held by your investment representative (financial advisor or other broker), please contact that representative with respect to reporting of cost basis and available elections for your account. Tax-advantaged retirement accounts will not be affected.
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Medicare Tax. An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Backup Withholding. By law, a Portfolio may be required to withhold 28% of taxable dividends, capital gains distributions, and redemption proceeds paid to you if you do not provide your proper taxpayer identification number and certain required certifications. You may avoid this withholding requirement by providing and certifying on the account registration form your correct Taxpayer Identification Number and by certifying that you are not subject to backup withholding and are a U.S. person (including a U.S. resident alien). A Portfolio must also withhold if the Internal Revenue Service instructs it to do so.
State and Local Taxes. In addition to federal taxes, you may be subject to state and local taxes on distributions from a Portfolio and on gains arising on redemption or exchange of a Portfolios shares. Distributions of interest income and capital gains realized from certain types of U.S. Government securities may be exempt from state personal income taxes.
Non-U.S. Investors. Non-U.S. investors may be subject to U.S. withholding tax, at either a 30% statutory rate or a lower rate if you are a resident of a country that has a tax treaty with the U.S., and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for capital gain dividends paid by a Portfolio from long-term capital gains, if any, interest-related dividends paid by a Portfolio from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person. Non-U.S. investors also may be subject to U.S. estate tax.
Other Reporting and Withholding Requirements . Under the Foreign Account Tax Compliance Act (FATCA), a Portfolio will be required to withhold a 30% tax on payments or distributions made by a Portfolio to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Portfolio shares. A Portfolio may disclose the information that it receives from its shareholders to the Internal Revenue Service, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Portfolio fails to provide the Portfolio with appropriate certifications or other documentation concerning its status under FATCA.
This discussion of DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES is not intended or written to be used as tax advice. Because everyones tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in a Portfolio. Prospective investors should also consult the SAI.
Investors who do not already have an agreement in place with the Fund may purchase Institutional Class shares of any Portfolio by first contacting the Portfolios transfer agent at (888) 576-1167. Investors that invest through a financial intermediary should contact such intermediary with regard to purchase instructions. The Portfolios generally are available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions, and a limited number of certain other investors, each as approved from time to time by the Advisor (Eligible Investors). Eligible Investors include employees, former employees, shareholders and
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directors of the Advisor and the Fund and friends and family members of such persons. The Portfolios generally are available for investment only to U.S. citizens, U.S. residents, and U.S. domestic corporations, partnerships, trusts, or other entities. For purposes of this limitation, U.S. citizens and U.S. residents must reside in the U.S. and U.S. domestic corporations, partnerships, trusts, and other entities must have a U.S. address of record. All investments are subject to approval of the Advisor, and all investors must complete and submit the necessary account registration forms in good order. The Fund reserves the right to reject any initial or additional investment and to suspend the offering of shares of any Portfolio.
All purchases must be received in good order. Good order with respect to the purchase of shares means that (1) a fully completed and properly signed Account Registration Form and any additional supporting legal documentation required by the Advisor and/or transfer agent have been received in legible form, and (2) the transfer agent has been notified of the purchase, no later than the close of regular trading on the NYSE (normally, 4:00 p.m. ET) (Market Close) on the day of the purchase. It is the investor or financial intermediarys responsibility to ensure notification is received in good order by the transfer agent prior to the Market Close on the purchase date.
Under certain conditions, Portfolios may accept and process purchase orders after the close of the NYSE on days that the NYSE unexpectedly closes early and may accept orders on a business day that the NYSE is unexpectedly closed. All orders will be processed at the next determined net asset value per share.
Payment
Payment of the total amount due should be made in U.S. dollars. If your payment is not received on settlement date, your purchase may be canceled. If an order to purchase shares must be canceled due to nonpayment, the purchaser will be responsible for any loss incurred by the Fund arising out of such cancellation. To recover any such loss, the Fund reserves the right to redeem shares owned by any purchaser whose order is canceled, and such purchaser may be prohibited or restricted in the manner of placing further orders.
Purchase by wire or check
Wire. Investors having an account with a bank that is a member or a correspondent of a member of the Federal Reserve System may purchase shares by wire after providing notification to the transfer agent by fax or telephone. The transfer agent can be reached by phone at (888) 576-1167. Notification must include the account number, account name, Portfolio number, trade date and purchase amount. On or before settlement date, the investor paying by wire must request their bank to transmit immediately available funds (federal funds) by wire to the Funds custodian for the account of DFA Investment Dimensions Group Inc. (specify the Portfolio). Additional investments also may be made through the wire procedure by first notifying the transfer agent. If your payment is not received on settlement date, your purchase may be canceled.
Check. Investors who wish to purchase shares of any Portfolio by check should first call the Portfolios transfer agent at (888) 576-1167 for additional instructions. Checks should be made payable to Dimensional Funds. Reference the name of the Portfolio in which you wish to invest.
Shares also may be purchased and sold by individuals through securities firms that may charge a service fee or commission for such transactions. No such fee or commission is charged on shares that are purchased or redeemed directly from the Fund. Investors who are clients of investment advisory organizations may also be subject to investment advisory fees under their own arrangements with such organizations.
If accepted by the Fund, shares of the Portfolios may be purchased in exchange for securities that are eligible for acquisition by the Portfolios (or the Master Fund) or otherwise represented in their portfolios as described in this Prospectus or as otherwise consistent with the Funds policies or procedures or in exchange for local currencies in which such securities of an International Portfolio are denominated. Securities and local currencies accepted by the Fund for exchange and Fund shares to be issued in the exchange will be valued as set forth under VALUATION OF SHARES at the time of the next determination of net asset value after such acceptance. All
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dividends, interest, subscription, or other rights pertaining to such securities shall become the property of the Portfolio whose shares are being acquired and must be delivered to the Fund by the investor upon receipt from the issuer. Investors who desire to purchase shares of an International Portfolio with local currencies should first contact the Advisor.
The Fund will not accept securities in exchange for shares of a Portfolio unless: (1) such securities are, at the time of the exchange, eligible to be included, or otherwise represented, in the Portfolio whose shares are to be issued (or in its Master Fund) and current market values are available for such securities based on the Funds valuation procedures; (2) the investor represents and agrees that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Portfolio or Master Fund under the Securities Act of 1933 or under the laws of the country in which the principal market for such securities exists, or otherwise; and (3) at the discretion of the Fund, the value of any such security (except U.S. government securities) being exchanged together with other securities of the same issuer owned by the Portfolio or Master Fund may not exceed 5% of the net assets of the Portfolio or Master Fund immediately after the transaction.
A gain or loss for federal income tax purposes will generally be realized by investors who are subject to federal taxation upon the exchange depending upon the cost of the securities or local currency exchanged. Investors interested in such exchanges should contact the Advisor. Purchases of shares will be made in full and fractional shares calculated to three decimal places. In the interest of economy and convenience, certificates for shares will not be issued.
Policy Regarding Excessive or Short-term Trading
The Portfolios are designed for long-term investors and are not intended for investors that engage in excessive short-term trading activity that may be harmful to the Portfolios, including but not limited to market timing. Short-term or excessive trading into and out of the Portfolios can disrupt portfolio management strategies, harm performance and increase Portfolio expenses for all shareholders, including long-term shareholders who do not generate these costs.
In addition, certain Portfolios may be more susceptible to the risks of short-term trading than other Portfolios. The nature of an International Portfolios holdings 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 Portfolios holdings and the reflection of those changes in the Portfolios net asset value (called arbitrage market timing). Such delays may occur because an International Portfolio has significant investments in foreign securities where, due to time zone differences, the values of those securities are established some time before the Portfolio calculates its net asset value. 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 Portfolio calculates its net asset value. Each International Portfolio and the Tax-Managed U.S. Small Cap Portfolio also may be subject to arbitrage market timing because they have significant holdings in small cap securities, which may have prices that do not accurately reflect the latest indications of value of these securities at the time these Portfolios calculate their net asset values due to, among other reasons, infrequent trading or illiquidity. There is a possibility that arbitrage market timing may dilute the value of a Portfolios shares if redeeming shareholders receive proceeds (and purchasing shareholders receive shares) based upon a net asset value that does not reflect appropriate fair value prices.
The Board of Directors of the Fund and Board of Trustees of the Trust (collectively, the Board) have adopted a policy (the Trading Policy) and the Advisor and DFA Securities LLC (collectively, Dimensional) and Dimensionals agents have implemented the following procedures, which are designed to discourage and prevent market timing or excessive short-term trading in the Fund and Trust: (i) trade activity monitoring and purchase blocking procedures; and (ii) use of fair value pricing.
The Fund, Dimensional and their agents monitor trades and flows of money in and out of the Portfolios from time to time in an effort to detect excessive short-term trading activities, and for consistent enforcement of the Trading Policy. The Fund reserves the right to take the actions necessary to stop excessive or disruptive trading
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activities, including refusing or canceling purchase or exchange orders for any reason, without prior notice, particularly purchase or exchange orders that the Fund believes are made on behalf of market timers. The Fund, Dimensional and their agents reserve the right to restrict, refuse or cancel any purchase or exchange request made by an investor indefinitely if the Fund or Dimensional believe that any combination of trading activity in the accounts is potentially disruptive to a Portfolio. In making such judgments, the Fund and Dimensional seek to act in a manner that is consistent with the interests of shareholders. For purposes of applying these procedures, Dimensional may consider an investors trading history in the Portfolios, and accounts under common ownership, influence or control.
In addition to the Funds general ability to restrict potentially disruptive trading activity as described above, the Fund also has adopted purchase blocking procedures. Under the Funds purchase blocking procedures, where an investor has engaged in any two purchases and two redemptions (including redemptions that are part of an exchange transaction) in a Portfolio in any rolling 30 calendar day monitoring period (i.e., two round trips), the Fund and Dimensional intend to block the investor from making any additional purchases in that Portfolio for 90 calendar days (a purchase block). If implemented, a purchase block will begin at some point after the transaction that caused the investor to have engaged in the prohibited two round-trips is detected by the Fund, Dimensional, or their agents. The Fund and Dimensional are permitted to implement a longer purchase block, or permanently bar future purchases by an investor, if they determine that it is appropriate.
Under the Funds purchase blocking procedures, the following purchases and redemptions will not trigger a purchase block: (i) purchases and redemptions of shares having a value in each transaction of less than $25,000; (ii) purchases and redemptions by U.S. registered investment companies that operate as fund of funds and non-U.S. investment companies that operate as fund of funds that the Funds or Dimensional, in their sole discretion, have determined are not designed and/or are not serving as vehicles for excessive short-term or other disruptive trading (in each case, the fund of funds shall agree to be subject to monitoring by Dimensional); (iii) purchases and redemptions by a feeder portfolio of a master funds shares; (iv) systematic or automated transactions where the shareholder, financial advisor or investment fiduciary does not exercise direct control over the investment decision; (v) retirement plan contributions, loans, loan repayments and distributions (including hardship withdrawals) identified as such in the retirement plan recordkeepers system; (vi) purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations; (vii) purchases of shares with Portfolio dividends or capital gain distributions; (viii) transfers and reregistrations of shares within the same Portfolio; and (ix) transactions by 529 Plans. Notwithstanding the Funds purchase blocking procedures, all transactions in Portfolio shares are subject to the right of the Fund and Dimensional to restrict potentially disruptive trading activity (including purchases and redemptions described above that will not be subject to the purchase blocking procedures).
The Fund, Dimensional or their designees will have the ability, pursuant to Rule 22c-2 under the Investment Company Act of 1940 (the 1940 Act), to request information from financial intermediaries, such as 401(k) plan administrators, trust companies and broker dealers (together, Intermediaries), concerning trades placed in omnibus and other multi-investor accounts (together, Omnibus Accounts), in order to attempt to monitor trades that are placed by the underlying shareholders of these Omnibus Accounts. The Fund, Dimensional and their designees will use the information obtained from the Intermediaries to monitor trading in the Fund and to attempt to identify shareholders in Omnibus Accounts engaged in trading that is inconsistent with the Trading Policy or otherwise not in the best interests of the Fund. The Fund, Dimensional or their designees, when they detect trading patterns in shares of the Fund that may constitute short-term or excessive trading, will provide written instructions to the Intermediary to restrict or prohibit further purchases or exchanges of shares of the Portfolios by a shareholder that has been identified as having engaged in excessive or short-term transactions in the Portfolios shares (directly or indirectly through the Intermediarys account) that violate the Trading Policy.
The ability of the Fund and Dimensional to impose these limitations, including the purchase blocking procedures, on investors investing through Intermediaries is dependent on the receipt of information necessary to identify transactions by the underlying investors and the Intermediarys cooperation in implementing the Trading Policy. Investors seeking to engage in excessive short-term trading practices may deploy a variety of strategies to avoid detection, and despite the efforts of the Fund and Dimensional to prevent excessive short-term trading, there is no assurance that the Fund, Dimensional or their agents will be able to identify those shareholders or curtail their trading practices. The ability of the Fund, Dimensional and their agents to detect and limit excessive short-term trading also may be restricted by operational systems and technological limitations.
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Transactions in certain rebalancing programs and asset allocation programs, or fund-of-funds products, may be exempt from the Trading Policy subject to approval by the CCO. In addition, the purchase blocking procedures will not apply to a redemption transaction in which a Portfolio distributes portfolio securities to a shareholder in-kind, where the redemption will not disrupt the efficient portfolio management of the Portfolio/Master Fund and the redemption is consistent with the interests of the remaining shareholders of the Portfolio/Master Fund.
The purchase blocking procedures of the Trading Policy do not apply to shareholders whose shares are held on the books of certain Intermediaries that have not expressly adopted procedures to implement this Policy. The Fund and Dimensional may work with Intermediaries to implement purchase blocking procedures or other procedures that the Fund and Dimensional determine are reasonably designed to achieve the objective of this Trading Policy. At the time the Intermediaries adopt these procedures, shareholders whose accounts are on the books of such Intermediaries will be subject to the Trading Policys purchase blocking procedures or another frequent trading policy that achieves the objective of the purchase blocking procedures. Investors that invest in the Portfolios through an Intermediary should contact the Intermediary for information concerning the policies and procedures that apply to the investor.
As of the date of this Prospectus, the ability of the Fund and Dimensional to apply the purchase blocking procedures on purchases by all investors and the ability of the Fund and Dimensional to monitor trades through Omnibus Accounts maintained by Intermediaries may be restricted due to systems limitations of both the Funds service providers and the Intermediaries. The Fund expects that the application of the Trading Policy as described above, including the purchase blocking procedures (subject to the limitations described above), will be able to be implemented by Intermediaries in compliance with Rule 22c-2 under the 1940 Act.
In addition to monitoring trade activity, the Board has adopted fair value pricing procedures that govern the pricing of the securities of the Portfolios and Master Fund. These procedures are designed to help ensure that the prices at which Portfolio shares are purchased and redeemed are fair, and do not result in dilution of shareholder interests or other harm to shareholders. See the discussion under VALUATION OF SHARESNet Asset Value for additional details regarding fair value pricing of the Portfolios securities.
Although the procedures are designed to discourage excessive short-term trading, none of the procedures individually nor all of the procedures taken together can completely eliminate the possibility that excessive short-term trading activity in a Portfolio may occur. The Portfolios and Master Fund do not knowingly accommodate excessive or disruptive trading activities, including market timing.
The net asset value per share of each Portfolio and the Master Fund is generally calculated on days that the NYSE is open for trading. The net asset value per share of each Portfolio and the Master Fund is calculated after the close of the NYSE (normally, 4:00 p.m. ET) by dividing the total value of the Portfolios or Master Funds investments and other assets, less any liabilities, by the total outstanding shares of the stock of the respective Portfolio or Master Fund. Each Portfolio and the Master Fund generally accepts purchase and redemption orders on days that the NYSE is open for trading. Note: 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. ET.
The value of the shares of each Non-Feeder Portfolio will fluctuate in relation to its own investment experience. The value of the shares of the Feeder Portfolio will fluctuate in relation to the investment experience of the Master Fund in which such Portfolio invests. Securities held by the Portfolios and Master Fund will be valued in accordance with applicable laws and procedures adopted by the Board of Directors or Trustees, and generally, as described below.
Securities held by the Portfolios and Master Fund (including over-the-counter securities) are valued at the last quoted sale price of the day. Securities held by the Portfolios and Master Fund that are listed on Nasdaq are valued at the Nasdaq Official Closing Price (NOCP). If there is no last reported sale price or NOCP of the day,
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the Portfolios and Master Fund value the securities within the range of the most recent quoted bid and asked prices. Price information on listed securities is taken from the exchange where the security is primarily traded. Generally, securities issued by open-end investment companies, such as the Master Fund, are valued using their respective net asset values or public offering prices, as appropriate, for purchase orders placed at the close of the NYSE.
The value of the securities and other assets of the Portfolios and Master Fund for which no market quotations are readily available (including restricted securities), or for which market quotations have become unreliable, are determined in good faith at fair value in accordance with procedures adopted by the Board of Directors or Trustees, as the case may be. Fair value pricing may also be used if events that have a significant effect on the value of an investment (as determined in the discretion of the Advisor) occur before the net asset value is calculated. When fair value pricing is used, the prices of securities used by the Portfolios and the Master Fund may differ from the quoted or published prices for the same securities on their primary markets or exchanges.
As of the date of this Prospectus, each International Portfolio will also fair value price in the circumstances described below. Generally, trading in foreign securities markets is completed each day at various times prior to the close of the NYSE. For example, trading in the Japanese securities markets is completed each day at the close of the Tokyo Stock Exchange (normally, 2:00 a.m. ET), which is fourteen hours prior to the close of the NYSE (normally, 4:00 p.m. ET) and the time that the net asset value of each International Portfolio is computed. Due to the time differences between the closings of the relevant foreign securities exchanges and the time the International Portfolio prices its shares at the close of the NYSE, each International Portfolio will fair value its foreign investments when it is determined that the market quotations for the foreign investments are either unreliable or not readily available. The fair value prices will attempt to reflect the impact of the U.S. financial markets perceptions and trading activities on each International Portfolios foreign investments since the last closing prices of the foreign investments were calculated on their primary foreign securities markets or exchanges. For these purposes, the Board of Directors of the Fund has determined that movements in relevant indices or other appropriate market indicators, after the close of the Tokyo Stock Exchange or the London Stock Exchange, demonstrate that market quotations may be unreliable, and may trigger fair value pricing. Consequently, fair valuation of portfolio securities may occur on a daily basis. The fair value pricing by each International Portfolio utilizes data furnished by an independent pricing service (and that data draws upon, among other information, the market values of foreign investments). When an International Portfolio uses fair value pricing, the values assigned to the International Portfolios foreign investments may not be the quoted or published prices of the investments on their primary markets or exchanges. The Board of Directors of the Fund monitors the operation of the method used to fair value price each International Portfolios foreign investments.
Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. There can be no assurance that a Portfolio or the Master Fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Portfolio or Master Fund determines its net asset value per share. As a result, the sale or redemption by a Portfolio or the Master Fund of its shares at net asset value, at a time when a holding or holdings are valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
The net asset value per share of the International Portfolio is expressed in U.S. dollars by translating the net assets of the International Portfolio using the mean of the most recent bid and asked prices for the dollar as quoted by generally recognized reliable sources. Because the International Portfolio owns securities that are primarily listed on foreign exchanges which may trade on days when the International Portfolio does not price its shares, the net asset value of the International Portfolio may change on days when shareholders will not be able to purchase or redeem shares.
Certain of the securities holdings of the T.A. World ex U.S. Core Equity Portfolio in Approved Markets may be subject to tax, investment and currency repatriation regulations of the Approved Markets that could have a material effect on the values of the securities. For example, such fund might be subject to different levels of taxation on current income and realized gains depending upon the holding period of the securities. In general, a longer holding period (e.g., 5 years) may result in the imposition of lower tax rates than a shorter holding period (e.g., 1 year). The T.A. World ex U.S. Core Equity Portfolio may also be subject to certain contractual arrangements with investment authorities in an Approved Market which require the Portfolio to maintain minimum holding periods or to limit the extent of repatriation of income and realized gains.
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Futures contracts are valued using the settlement price established each day on the exchange on which they are traded. The value of such futures contracts held by a Portfolio or the Master Fund is determined each day as of such close.
Provided that the transfer agent has received the investors purchase order in good order as described in Purchase of Shares, shares of the Portfolio selected will be priced at the public offering price, which is the net asset value of the shares next determined after receipt of such order. The transfer agent or the Fund may, from time to time, appoint sub-transfer agents or various financial intermediaries (Intermediaries) for the receipt of purchase orders, redemption orders and funds from certain investors. Intermediaries, in turn, are authorized to designate other financial intermediaries (Sub-designees) to receive purchase and redemption orders for the Portfolios shares from investors. With respect to such investors, the shares of the Portfolio selected will be priced at the public offering price calculated after receipt of the purchase order by the Intermediary or Sub-designee, as applicable, that is authorized to receive purchase orders. If the investor buys shares through an Intermediary or a Sub-designee, the purchase price will be the public offering price next calculated after the Intermediary or Sub-designee, as applicable, receives the order, rather than on the day the custodian receives the investors payment (provided that the Intermediary or Sub-designee, as applicable, has received the investors purchase order in good order, and the investor has complied with the Intermediarys or Sub-designees payment procedures). No reimbursement fee or sales charge is imposed on purchases. If an order to purchase shares must be canceled due to non-payment, the purchaser will be responsible for any loss incurred by a Portfolio arising out of such cancellation. The Portfolios reserve the right to redeem shares owned by any purchaser whose order is canceled to recover any resulting loss to a Portfolio and may prohibit or restrict the manner in which such purchaser may place further orders.
Investors may exchange shares of one Portfolio for those of another Portfolio by first contacting the Portfolios transfer agent at (888) 576-1167 to notify the transfer agent of the proposed exchange and then sending a letter of instruction to the transfer agent by fax at (888) 985-2758. Shareholders that invest in the Portfolios through a financial intermediary should contact their financial intermediary for information regarding exchanges.
Exchanges are accepted into those Portfolios that are eligible for the exchange privilege, subject to the purchase requirement set forth in the applicable Portfolios prospectus. Investors may contact the transfer agent at the above-listed phone number for more information on such exchanges, for a list of those Portfolios that accept exchanges, and to request a copy of the prospectuses of other Portfolios of the Fund or Dimensional Investment Group Inc. that may be offered in an exchange. There is no fee imposed on an exchange. However, the Fund reserves the right to impose an administrative fee in order to cover the costs incurred in processing an exchange. Any such fee will be disclosed in the Prospectus. An exchange is treated as a redemption and a purchase. Therefore, an investor could realize a taxable gain or a loss on the transaction. The Fund reserves the right to revise or terminate the exchange privilege, or limit the amount of or reject any exchange, as deemed necessary, at any time.
The exchange privilege is not intended to afford shareholders 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 Portfolios or otherwise adversely affect the Fund, any proposed exchange will be subject to the approval of the Advisor. Such approval will depend on: (i) the size of the proposed exchange; (ii) the prior number of exchanges by that shareholder; (iii) the nature of the underlying securities and the cash position of the Portfolios involved in the proposed exchange; (iv) the transaction costs involved in processing the exchange; and (v) the total number of redemptions by exchange already made out of a Portfolio. Excessive use of the exchange privilege is defined as any pattern of exchanges among portfolios by an investor that evidences market timing.
The redemption and purchase prices of shares redeemed and purchased by exchange, respectively, are the net asset values next determined after the transfer agent has received a letter of instruction in good order. Good
54
order means a completed letter of instruction specifying the dollar amount to be exchanged, signed by all registered owners of the shares (or representatives thereof); and if the Fund does not have on file the authorized signatures for the account, proof of authority. Exchanges will be accepted only if the shares of the Portfolio being acquired are registered in the investors state of residence.
Investors who desire to redeem shares of a Portfolio must first contact the Portfolios transfer agent at (888) 576-1167. Shareholders who invest in the Portfolios through a financial intermediary should contact their financial intermediary regarding redemption procedures. Each Portfolio will redeem shares at the net asset value of such shares next determined, after receipt of a written request for redemption in good order, by the transfer agent (or by an Intermediary or a Sub-designee, if applicable). Good order means that the request to redeem shares must include all necessary documentation, to be received in writing by the transfer agent no later than the close of regular trading on the NYSE (normally, 4:00 p.m. ET) (Market Close), including but not limited to, a letter of instruction specifying the number of shares or dollar amount to be redeemed, signed by all registered owners (or representatives thereof) of the shares and, if the Fund does not have on file the authorized signatures for the account, proof of authority. It is the investor or financial intermediarys responsibility to ensure notification is received in good order by the transfer agent prior to the Market Close on the redemption date.
Under certain conditions, Portfolios may accept and process redemption orders after the close of the NYSE on days that the NYSE unexpectedly closes early and may accept orders on a business day that the NYSE is unexpectedly closed. All orders will be processed at the next determined net asset value per share.
Shareholders redeeming shares who do not already have an agreement in place with the Fund and have authorized redemption payment by wire in writing, may request that redemption proceeds be paid in federal funds wired to the bank they have designated in writing. The Fund reserves the right to send redemption proceeds by check in its discretion; a shareholder may request overnight delivery of such check at the shareholders own expense. If the proceeds are to be wired to a bank account that differs from the standing instructions on file, or paid by check to an address other than the address of record, the transfer agent may request a Medallion Signature Guarantee. If the proceeds are wired to the shareholders account at a bank that is not a member of the Federal Reserve System, there could be a delay in crediting the funds to the shareholders bank account. The Fund reserves the right at any time to suspend or terminate the redemption by wire procedure after prior notification to shareholders. No fee is charged for redemptions. The redemption of all shares in an account will result in the account being closed. A new Account Registration Form will be required for future investments. See PURCHASE OF SHARES. In the interests of economy and convenience, certificates for shares are not issued.
Under certain circumstances and when deemed in the best interest of a Portfolio, redemption proceeds may take up to seven calendar days to be sent after receipt of the redemption request. In addition, with respect to investors redeeming shares that were purchased by check, payment will not be made until the Fund can verify that the payments for the purchase have been, or will be, collected, which may take up to ten days or more. Investors may avoid this delay by submitting a certified check along with the purchase order.
With respect to each Portfolio, the Fund reserves the right to redeem an account if the value of the shares in a specific Portfolio is $500 or less. Before the Fund involuntarily redeems shares from such an account and sends the proceeds to the stockholder, the Fund will give written notice of the redemption to the stockholder at least sixty days before the redemption date. The stockholder will then have sixty days from the date of the notice to make an additional investment in order to bring the value of the shares in the account for a specific Portfolio to more than $500 and avoid such involuntary redemption. The redemption price to be paid to a stockholder for shares redeemed by the Fund under this right will be the aggregate net asset value of the shares in the account at the close of business on the redemption date. The right to redeem small accounts applies to accounts established with the Funds transfer agent.
55
When in the best interests of the Feeder Portfolio, the Feeder Portfolio may make a redemption payment, in whole or in part, by a distribution of portfolio securities that the Feeder Portfolio receives from the Master Fund in lieu of cash. A Portfolio that is not a Feeder Portfolio may also make a redemption payment, in whole or in part, by a distribution of portfolio securities that the Portfolio owns in lieu of cash, when in the best interests of the Portfolio. The Portfolios and the Master Fund are also authorized to make redemption payments solely by a distribution of portfolio securities (or a combination of securities and cash) when it is determined by the Advisor to be consistent with the tax management strategies described in this Prospectus. Such distributions will be made in accordance with the federal securities laws and regulations governing mutual funds. Investors may incur brokerage charges and other transaction costs when selling securities that were received in payment of redemptions. The Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio each reserve the right to redeem its shares in the currencies in which its investments are denominated. Investors may incur charges in converting such securities to dollars and the value of the securities may be affected by currency exchange fluctuations.
The Master Feeder structure is relatively complex. While this structure is designed to reduce costs, it may not do so. As a result, the Feeder Portfolio may encounter operational or other complications. Other institutional investors, including other mutual funds, may invest in the Master Fund. Accordingly, the expenses of such other funds and, correspondingly, their returns may differ from those of the Feeder Portfolio. Please contact The DFA Investment Trust Company at 6300 Bee Cave Road, Building One, Austin, TX 78746, (512) 306-7400 for information about the availability of investing in the Master Fund other than through the Feeder Portfolio.
The aggregate amount of expenses for the Feeder Portfolio and the corresponding Master Fund may be greater than it would be if the Portfolio were to invest directly in the securities held by the Master Fund. However, the total expense ratios for the Feeder Portfolio and the Master Fund are expected to be less over time than such ratios would be if the Portfolio were to invest directly in the underlying securities. This arrangement enables various institutional investors, including the Feeder Portfolio, to pool their assets, which may be expected to result in economies by spreading certain fixed costs over a larger asset base. Each shareholder in the Master Fund, including the Feeder Portfolio, will pay its proportionate share of the expenses of that Master Fund.
The shares of the Master Fund will be offered to institutional investors for the purpose of increasing the funds available for investment, to reduce expenses as a percentage of total assets and to achieve other economies that might be available at higher asset levels. Investment in the Master Fund by other institutional investors offers potential benefits to the Master Fund, and through its investment in the Master Fund, the Feeder Portfolio also. 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 Master Fund. Also, if an institutional investor were to redeem its interest in the Master Fund, the remaining investors in the Master Fund could experience higher pro rata operating expenses, thereby producing lower returns, and the Master Funds security holdings may become less diverse, resulting in increased risk. Institutional investors that have a greater pro rata ownership interest in the Master Fund than the Feeder Portfolio could have effective voting control over the operation of the Master Fund.
If the Board of Directors of the Fund determines that it is in the best interest of the Feeder Portfolio, the Feeder Portfolio may withdraw its investment in the Master Fund at any time. Upon any such withdrawal, the Board would consider what action the Portfolio might take, including either seeking to invest its assets in another registered investment company with the same investment objective as the Portfolio, which might not be possible, or retaining an investment advisor to manage the Portfolios assets in accordance with its own investment objective, possibly at increased cost. Shareholders of the Feeder Portfolio will receive written notice thirty days before the effective date of any change in the investment objective of the Master Fund. A withdrawal by the Feeder Portfolio of its investment in the Master Fund could result in a distribution in kind of portfolio securities (as opposed to a cash distribution) to the Portfolio. Should such a distribution occur, the Portfolio could incur brokerage fees or other transaction costs in converting such securities to cash in order to pay redemptions. In
56
addition, a distribution in kind to the Portfolio could result in a less diversified portfolio of investments and could affect adversely the liquidity of the Portfolio.
Disclosure of Portfolio Holdings
Each Portfolio generally will disclose up to its 25 largest portfolio holdings (or with respect to the Feeder Portfolio, the holdings of the Master Fund) (other than cash and cash equivalents) and the percentages that each of these largest portfolio holdings represent of the total assets of the Portfolio or Master Fund, as of the most recent month-end, online at the Advisors public Web site, http://us.dimensional.com, within 20 days after the end of each month. Each Portfolio also generally will disclose its complete portfolio holdings (or with respect to the Feeder Portfolio, the holdings of the Master Fund) (other than cash and cash equivalents), as of month-end, online at the Advisors public Web site, 30 days following the month-end or more frequently and at different periods when authorized in accordance with the Portfolios and Master Funds policies and procedures. Please consult the SAI for a description of the other policies and procedures that govern disclosure of the portfolio holdings by the Portfolios and Master Fund.
Delivery of Shareholder Documents
To eliminate duplicate mailings and reduce expenses, the Portfolios may deliver a single copy of certain shareholder documents, such as this Prospectus and annual and semi-annual reports, to related shareholders at the same address, even if accounts are registered in different names. This practice is known as householding. The Portfolios will not household personal information documents, such as account statements. If you do not want the mailings of these documents to be combined with other members of your household, please call the transfer agent at (888) 576-1167. We will begin sending individual copies of the shareholder documents to you within 30 days of receiving your request.
The Financial Highlights table is meant to help you understand each Portfolios financial performance for the past five years or, if shorter, the period of that Portfolios operations, as indicated by the table. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Portfolio, assuming reinvestment of all dividends and distributions. The information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Portfolios annual financial statements, are included in the annual report. Further information about each Portfolios performance is contained in the annual report which is available upon request.
57
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Tax-Managed U.S. Marketwide Value Portfolio | ||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year Ended Oct. 31, 2014 |
Year
Ended
2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 25.33 | $ | 22.35 | $ | 16.76 | $ | 14.42 | $ | 13.78 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.43 | 0.35 | 0.32 | 0.28 | 0.22 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.25 | 2.98 | 5.60 | 2.33 | 0.63 | |||||||||||||||
Total From Investment Operations |
0.68 | 3.33 | 5.92 | 2.61 | 0.85 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.41 | ) | (0.35 | ) | (0.33 | ) | (0.27 | ) | (0.21 | ) | ||||||||||
Total Distributions |
(0.41 | ) | (0.35 | ) | (0.33 | ) | (0.27 | ) | (0.21 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 25.60 | $ | 25.33 | $ | 22.35 | $ | 16.76 | $ | 14.42 | ||||||||||
Total Return |
2.73 | % | 14.98 | % | 35.71 | % | 18.34 | % | 6.15 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 3,860,871 | $ | 3,664,174 | $ | 3,110,436 | $ | 2,345,296 | $ | 2,063,119 | ||||||||||
Ratio of Expenses to Average Net Assets* |
0.37 | % | 0.37 | % | 0.37 | % | 0.38 | % | 0.38 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor)* |
0.43 | % | 0.37 | % | 0.37 | % | 0.38 | % | 0.38 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.65 | % | 1.45 | % | 1.66 | % | 1.83 | % |
|
1.45 |
% |
|||||||||
Portfolio Turnover Rate |
N/A | N/A | N/A | N/A | N/A |
# | Computed using average shares outstanding. |
* | Represents the combined ratios for the respective portfolio and its respective pro-rata share of its Master Fund Series. |
58
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Tax-Managed U.S. Targeted Value Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 33.34 | $ | 31.06 | $ | 22.89 | $ | 20.02 | $ | 19.09 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.39 | 0.26 | 0.33 | 0.21 | 0.14 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.16 | 3.11 | 8.69 | 2.85 | 0.93 | |||||||||||||||
Total From Investment Operations |
0.55 | 3.37 | 9.02 | 3.06 | 1.07 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.37 | ) | (0.27 | ) | (0.34 | ) | (0.19 | ) | (0.14 | ) | ||||||||||
Net Realized Gains |
(1.18 | ) | (0.82 | ) | (0.51 | ) | | | ||||||||||||
Total Distributions |
(1.55 | ) | (1.09 | ) | (0.85 | ) | (0.19 | ) | (0.14 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 32.34 | $ | 33.34 | $ | 31.06 | $ | 22.89 | $ | 20.02 | ||||||||||
Total Return |
1.89 | % | 11.10 | % | 40.60 | % | 15.39 | % | 5.58 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 3,670,472 | $ | 3,572,307 | $ | 3,201,053 | $ | 2,378,567 | $ | 2,191,055 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.44 | % | 0.43 | % | 0.44 | % | 0.44 | % | 0.44 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.19 | % | 0.80 | % | 1.24 | % | 0.98 | % | 0.66 | % | ||||||||||
Portfolio Turnover Rate |
14 | % | 7 | % | 6 | % | 12 | % | 21 | % |
# | Computed using average shares outstanding. |
59
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Tax-Managed U.S. Equity Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended
Oct. 31,
2013 |
Year
Ended
Oct. 31,
2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 21.89 | $ | 19.20 | $ | 15.16 | $ | 13.48 | $ | 12.70 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.40 | 0.34 | 0.32 | 0.27 | 0.23 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.56 | 2.69 | 4.05 | 1.67 | 0.77 | |||||||||||||||
Total From Investment Operations |
0.96 | 3.03 | 4.37 | 1.94 | 1.00 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.39 | ) | (0.34 | ) | (0.33 | ) | (0.26 | ) | (0.22 | ) | ||||||||||
Total Distributions |
(0.39 | ) | (0.34 | ) | (0.33 | ) | (0.26 | ) | (0.22 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 22.46 | $ | 21.89 | $ | 19.20 | $ | 15.16 | $ | 13.48 | ||||||||||
Total Return |
4.47 | % | 15.89 | % | 29.15 | % | 14.57 | % | 7.92 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 2,494,153 | $ | 2,311,451 | $ | 1,991,461 | $ | 1,522,411 | $ | 1,364,068 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.22 | % | 0.22 | % | 0.22 | % | 0.22 | % | 0.22 | %(B) | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor) |
0.22 | % | 0.22 | % | 0.22 | % | 0.22 | % | 0.23 | %(B) | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.79 | % | 1.66 | % | 1.89 | % | 1.87 | % | 1.65 | % | ||||||||||
Portfolio Turnover Rate |
1 | % | 2 | % | 3 | % | 7 | % | 11 | %(A) |
# | Computed using average shares outstanding. |
(A) | For the period February 28, 2011 through October 31, 2011. Effective February 28, 2011, the Portfolio invests directly in securities rather than through The Tax-Managed U.S. Equity Series. |
(B) | Represents the combined ratios for the Portfolio and for the period November 1, 2010 through February 27, 2011, its respective pro-rata share of The Tax-Managed U.S. Equity Series. |
60
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Tax-Managed U.S. Small Cap Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 36.99 | $ | 34.31 | $ | 24.93 | $ | 22.07 | $ | 20.47 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.36 | 0.25 | 0.35 | 0.21 | 0.15 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.45 | 2.69 | 9.40 | 2.85 | 1.59 | |||||||||||||||
Total From Investment Operations |
0.81 | 2.94 | 9.75 | 3.06 | 1.74 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.34 | ) | (0.26 | ) | (0.37 | ) | (0.20 | ) | (0.14 | ) | ||||||||||
Net Realized Gains |
(0.69 | ) | | | | | ||||||||||||||
Total Distributions |
(1.03 | ) | (0.26 | ) | (0.37 | ) | (0.20 | ) | (0.14 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 36.77 | $ | 36.99 | $ | 34.31 | $ | 24.93 | $ | 22.07 | ||||||||||
Total Return |
2.31 | % | 8.58 | % | 39.55 | % | 13.95 | % | 8.50 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 2,190,308 | $ | 2,092,558 | $ | 1,872,935 | $ | 1,331,266 | $ | 1,212,285 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.52 | % | 0.52 | % | 0.52 | % | 0.53 | % | 0.53 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
0.96 | % | 0.70 | % | 1.20 | % | 0.90 | % | 0.64 | % | ||||||||||
Portfolio Turnover Rate |
8 | % | 7 | % | 7 | % | 17 | % | 22 | % |
# | Computed using average shares outstanding. |
61
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
T.A. U.S. Core Equity 2 Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 14.21 | $ | 12.78 | $ | 9.75 | $ | 8.63 | $ | 8.18 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.24 | 0.20 | 0.19 | 0.16 | 0.12 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.05 | 1.55 | 3.04 | 1.11 | 0.45 | |||||||||||||||
Total From Investment Operations |
0.29 | 1.75 | 3.23 | 1.27 | 0.57 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.23 | ) | (0.20 | ) | (0.19 | ) | (0.15 | ) | (0.12 | ) | ||||||||||
Net Realized Gains |
(0.18 | ) | (0.12 | ) | (0.01 | ) | | | ||||||||||||
Total Distributions |
(0.41 | ) | (0.32 | ) | (0.20 | ) | (0.15 | ) | (0.12 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 14.09 | $ | 14.21 | $ | 12.78 | $ | 9.75 | $ | 8.63 | ||||||||||
Total Return |
2.14 | % | 13.88 | % | 33.58 | % | 14.82 | % | 6.97 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 5,549,153 | $ | 5,056,211 | $ | 4,103,753 | $ | 2,853,234 | $ | 2,432,872 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.24 | % | 0.24 | % | 0.24 | % | 0.24 | % | 0.24 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.24 | % | 0.24 | % | 0.24 | % | 0.24 | % | 0.24 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.65 | % | 1.51 | % | 1.72 | % | 1.71 | % | 1.39 | % | ||||||||||
Portfolio Turnover Rate |
7 | % | 7 | % | 2 | % | 6 | % | 6 | % |
# | Computed using average shares outstanding. |
62
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Tax-Managed DFA International Value Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year Ended Oct. 31, 2013 |
Year Ended Oct. 31, 2012 |
Year Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 15.17 | $ | 15.99 | $ | 12.91 | $ | 12.99 | $ | 14.53 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.44 | 0.66 | 0.39 | 0.42 | 0.46 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(1.32 | ) | (0.83 | ) | 3.09 | (0.10 | ) | (1.55 | ) | |||||||||||
Total From Investment Operations |
(0.88 | ) | (0.17 | ) | 3.48 | 0.32 | (1.09 | ) | ||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.41 | ) | (0.65 | ) | (0.40 | ) | (0.40 | ) | (0.45 | ) | ||||||||||
Net Realized Gains |
(0.01 | ) | | | | | ||||||||||||||
Total Distributions |
(0.42 | ) | (0.65 | ) | (0.40 | ) | (0.40 | ) | (0.45 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 13.87 | $ | 15.17 | $ | 15.99 | $ | 12.91 | $ | 12.99 | ||||||||||
Total Return |
(5.93 | )% | (1.29 | )% | 27.39 | % | 2.77 | % | (7.81 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 2,994,931 | $ | 2,977,257 | $ | 2,758,384 | $ | 1,971,388 | $ | 1,843,496 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.53 | % | 0.53 | % | 0.53 | % | 0.55 | % | 0.55 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.53 | % | 0.53 | % | 0.53 | % | 0.55 | % | 0.55 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.99 | % | 4.13 | % | 2.70 | % | 3.32 | % | 3.16 | % | ||||||||||
Portfolio Turnover Rate |
25 | % | 13 | % | 12 | % | 18 | % | 16 | % |
# | Computed using average shares outstanding. |
63
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
T.A. World ex U.S. Core Equity Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Oct. 31,
|
Year
Oct. 31,
|
Year
Oct. 31,
|
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 9.94 | $ | 10.25 | $ | 8.56 | $ | 8.39 | $ | 9.31 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.24 | 0.28 | 0.23 | 0.23 | 0.25 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.65 | ) | (0.30 | ) | 1.70 | 0.16 | (0.93 | ) | ||||||||||||
Total From Investment Operations |
(0.41 | ) | (0.02 | ) | 1.93 | 0.39 | (0.68 | ) | ||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.23 | ) | (0.27 | ) | (0.24 | ) | (0.22 | ) | (0.24 | ) | ||||||||||
Net Realized Gains |
| (0.02 | ) | | | | ||||||||||||||
Total Distributions |
(0.23 | ) | (0.29 | ) | (0.24 | ) | (0.22 | ) | (0.24 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 9.30 | $ | 9.94 | $ | 10.25 | $ | 8.56 | $ | 8.39 | ||||||||||
Total Return |
(4.15 | )% | (0.25 | )% | 22.88 | % | 4.90 | % | (7.55 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 2,124,313 | $ | 1,995,500 | $ | 1,725,895 | $ | 1,240,607 | $ | 1,042,981 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.45 | % | 0.45 | % | 0.46 | % | 0.49 | % | 0.48 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and/or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.45 | % | 0.45 | % | 0.46 | % | 0.49 | % | 0.48 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.42 | % | 2.71 | % | 2.45 | % | 2.77 | % | 2.63 | % | ||||||||||
Portfolio Turnover Rate |
5 | % | 8 | % | 2 | % | 3 | % | 5 | % |
# | Computed using average shares outstanding. |
64
Other Available Information
You can find more information about the Fund and the Portfolios in the Funds SAI and Annual and Semi-Annual Reports.
Statement of Additional Information. The SAI, incorporated herein by reference, supplements, and is technically part of, this Prospectus. It includes an expanded discussion of investment practices, risks, and fund operations.
Annual and Semi-Annual Reports to Shareholders. These reports focus on Portfolio holdings and performance. The Annual Report also discusses the market conditions and investment strategies that significantly affected the Portfolios in their last fiscal year.
How to get these and other materials:
| Your investment advisoryou are a client of an investment advisor who has invested in the Portfolios on your behalf. |
| The Fundyou represent an institutional investor, registered investment advisor or other qualifying investor. Call collect at (512) 306-7400. |
| Access them on our Web site at http://us.dimensional.com. |
| Access them on the EDGAR Database in the SECs Internet site at http://www.sec.gov. |
| Review and copy them at the SECs Public Reference Room in Washington D.C. (phone 1-800-SEC-0330). |
| Request copies from the Public Reference Section of the SEC, Washington, D.C. 20549-0102 or at publicinfo@sec.gov (you will be charged a copying fee). Information on the operation of the SECs public reference room is available by calling the SEC at 1-202-551-8090. |
DFA Investment Dimensions Group Inc.Registration No. 811-3258
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 (512) 306-7400
RRD022816-002 |
|
P R O S P E C T U S
February 28, 2017
Please carefully read the important information it contains before investing.
DFA Investment Dimensions Group Inc.
P ORTFOLIOS FOR L ONG -T ERM I NVESTORS :
U.S. S OCIAL C ORE E QUITY 2 P ORTFOLIO
Ticker: DFUEX
U.S. S USTAINABILITY C ORE 1 P ORTFOLIO
Ticker: DFSIX
I NTERNATIONAL S USTAINABILITY C ORE 1 P ORTFOLIO
Ticker: DFSPX
I NTERNATIONAL S OCIAL C ORE E QUITY P ORTFOLIO
Ticker: DSCLX
E MERGING M ARKETS S OCIAL C ORE E QUITY P ORTFOLIO
Ticker: DFESX
This Prospectus describes shares of each Portfolio which:
Are generally available only to institutional investors and clients of registered investment advisors.
Do not charge sales commissions or loads.
The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
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A DDITIONAL I NFORMATION ON I NVESTMENT O BJECTIVES AND P OLICIES |
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Applying the Sustainability Portfolios Sustainability Impact Considerations |
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iii
The investment objective of the U.S. Social Core Equity 2 Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Social Core Equity 2 Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each
year as a percentage of the value of your investment)
Management Fee | 0.25% | ||||
Other Expenses | [ ]% | ||||
Total Annual Fund Operating Expenses | [ ]% |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Social Core Equity 2 Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | [ | ] | $ | [ | ] | $ | [ | ] | $ | [ | ] |
PORTFOLIO TURNOVER
The U.S. Social Core Equity 2 Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). Higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Social Core Equity 2 Portfolios performance. During the most recent fiscal year, the U.S. Social Core Equity 2 Portfolios portfolio turnover rate was [ ] % of the average value of its investment portfolio.
Principal Investment Strategies
The U.S. Social Core Equity 2 Portfolio purchases a broad and diverse group of securities of U.S. companies with greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe, while excluding companies based on the Portfolios social issue screens. Dimensional Fund Advisors LP (the Advisor) generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. The Portfolios increased exposure to small and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S.
1
Universe. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered to be value stocks primarily because a companys shares have a high book value in relation to their market value.
As a non-fundamental policy, under normal circumstances, U.S. Social Core Equity 2 Portfolio will invest at least 80% of its net assets in equity securities of U.S. companies. The percentage allocation of the assets of the U.S. Social Core Equity 2 Portfolio to securities of the largest U.S. growth companies as defined above will generally be reduced from between 5% and 35% of their percentage weight in the U.S. Universe. For example, as of December 31, 2016, securities of the largest U.S. growth companies comprised [ ]% of the U.S. Universe and the Advisor allocated approximately [ ]% of the U.S. Social Core Equity 2 Portfolio to securities of the largest U.S. growth companies. The percentage by which the U.S. Social Core Equity 2 Portfolios allocation to securities of the largest U.S. growth companies is reduced will change due to market movements. The Advisor may also adjust the representation in the U.S. Social Core Equity 2 Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The U.S. Social Core Equity 2 Portfolio also may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns. The above-referenced investments are not subject to, though they may incorporate, the Portfolios social criteria.
The U.S. Social Core Equity 2 Portfolio may lend its portfolio securities to generate additional income.
The U.S. Social Core Equity 2 Portfolio seeks to purchase securities that are consistent with the Portfolios social issue screens, which are monitored by an independent third party. The Portfolio seeks to exclude from its investment portfolio those companies that are identified by the Portfolios social issue screens, as further discussed below. The Portfolios social issue screens are designed to identify companies that: (1) earn at least 20% of their total annual revenue through the production and/or sale of conventional or nuclear weapons, their weapon systems, or critical components of these products, or the provision of weapon systems support and service; (2) are engaged in certain for profit business activities in or with the Republic of the Sudan; (3) earn at least 15% of their total annual revenue through the production and/or sale of tobacco or alcohol products, or key products or raw materials necessary for their production; (4) earn at least 20% of their total annual revenue from certain gambling activities, the production of goods used exclusively for gambling, or the provision of certain services in casinos that are fundamental to gambling operations; (5) directly participate in abortions, or develop or manufacture abortive agents or contraceptives; (6) earn at least 15% of their total annual revenue from the rental, sale, distribution or production of pornographic materials, or the ownership or operation of adult entertainment establishments; (7) are involved in the production or manufacture of landmines, cluster munitions, or the essential components of these products; (8) have had major recent controversies relating to child labor infractions in the U.S. or abroad; and/or (9) are involved in stem cell research.
The Portfolio may modify this list of social issue screens, at any time, without prior shareholder approval or notice.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Social Core Equity 2 Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
2
Small Company Risk : Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Social Investment Risk: The U.S. Social Core Equity 2 Portfolios social issue screens may limit the number of investment opportunities available to the Portfolio, and as a result, at times the Portfolio may produce different returns than funds that are not subject to such special investment conditions. For example, the Portfolio may decline to purchase certain securities when it is otherwise advantageous to do so, or the Portfolio may sell certain securities for social reasons when it is otherwise disadvantageous to do so.
Derivatives Risk: Derivatives are instruments, such as swaps, futures contracts, whose value is derived from that of other assets, rates or indices. Derivatives can be used for hedging (attempting to reduce risk by offsetting on investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the Portfolio or if the cost of the derivative outweighs the benefit of the hedge. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Social Core Equity 2 Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Social Core Equity 2 Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Social Core Equity 2 Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Social Core Equity 2 Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Social Core Equity 2 Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Social Core Equity 2 Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Social Core Equity 2 Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Social Core Equity 2 Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
3
U.S. Social Core Equity 2 PortfolioTotal Returns
January 2008-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[19.43% (7/099/09)] |
[-25.96% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 10/1/07 Inception |
|||||||||||||
U.S. Social Core Equity 2 Portfolio | |||||||||||||||
Return Before Taxes |
[ | ]% | [ | ]% | [ | ]% | |||||||||
Return After Taxes on Distributions |
[ | ]% | [ | ]% | [ | ]% | |||||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ | ]% | [ | ]% | [ | ]% | |||||||||
Russell 3000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ | ]% | [ | ]% | [ | ]% |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Social Core Equity 2 Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Social Core Equity 2 Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Social Core Equity 2 Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167.
4
Shareholders that invest in the U.S. Social Core Equity 2 Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Social Core Equity 2 Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Social Core Equity 2 Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
5
The investment objective of the U.S. Sustainability Core 1 Portfolio is long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the U.S. Sustainability Core 1 Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each
year as a percentage of the value of your investment)*
Management Fee | 0.23% | ||||
Other Expenses | 0.03% | ||||
Total Annual Fund Operating Expenses | 0.26% | ||||
Fee Waiver and/or Expense Reimbursement** | 0.01% | ||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement | 0.25% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.29% to 0.23% effective as of February 28, 2017. |
** | The Advisor has agreed to waive certain fees and in certain instances, assume certain expenses of the Portfolio. The Amended and Restated Fee Waiver Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Under certain circumstances, the Advisor retains the right to seek reimbursement for any fees previously waived up to thirty-six months after such fee waiver. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the U.S. Sustainability Core 1 Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. The costs for the Portfolio reflect the net expenses of the Portfolio that result from the contractual expense waiver and assumption in the first year only. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
$ | 26 | $ | 83 | $ | 180 | $ | 406 |
PORTFOLIO TURNOVER
The U.S. Sustainability Core 1 Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the U.S. Sustainability Core 1 Portfolios performance. During the most recent fiscal year, the U.S. Sustainability Core 1 Portfolios portfolio turnover rate was 26% of the average value of its investment portfolio.
6
Principal Investment Strategies
The U.S. Sustainability Core 1 Portfolio purchases a broad and diverse group of securities of U.S. companies with a greater emphasis on small capitalization and value companies as compared to their representation in the U.S. Universe, while adjusting the composition of the Portfolio based on sustainability impact considerations. The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , or such other securities exchanges deemed appropriate by the Advisor. The Portfolios increased exposure to small and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered to be value stocks primarily because a companys shares have a high book value in relation to their market value.
As a non-fundamental policy, under normal circumstances, U.S. Sustainability Core 1 Portfolio will invest at least 80% of its net assets in equity securities of U.S. companies. The percentage allocation of the assets of the U.S. Sustainability Core 1 Portfolio to securities of the largest U.S. growth companies as defined above will generally be reduced from between 2.5% and 25% of their percentage weight in the U.S. Universe. For example, as of December 31, 2016, securities of the largest U.S. growth companies comprised [ ]% of the U.S. Universe and the Advisor allocated approximately [ ]% of the U.S. Sustainability Core 1 Portfolio to securities of the largest U.S. growth companies. The percentage by which the U.S. Sustainability Core 1 Portfolios allocation to securities of the largest U.S. growth companies is reduced will change due to market movements, sustainability impact considerations and other factors. Additionally, the range by which the U.S. Sustainability Core 1 Portfolios percentage allocation to all securities as compared to the U.S. Universe may be impacted by the Portfolios investment strategies with respect to sustainability impact considerations and the Advisor may also adjust the representation in the U.S. Sustainability Core 1 Portfolio of an eligible company, or exclude a company, after considering other factors the Advisor determines to be appropriate, such as free float, momentum, trading strategies, liquidity management, profitability, and other factors the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The U.S. Sustainability Core 1 Portfolio also may use derivatives, such as futures contracts and options on futures contracts for U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns. The above-referenced investments are not subject to, although they may incorporate, the U.S. Sustainability Core 1 Portfolios sustainability impact considerations.
The U.S. Sustainability Core 1 Portfolio may lend its portfolio securities to generate additional income.
The Advisor intends to take into account the impact that companies may have on the environment and other sustainability considerations when making investment decisions for the U.S. Sustainability Core 1 Portfolio. Relative to a portfolio without these considerations, the U.S. Sustainability Core 1 Portfolio will exclude or underweight securities of companies that, according to the Portfolios sustainability impact considerations, may be less sustainable as compared either to other companies in the Portfolios investment universe or other companies with similar business lines. Similarly, relative to a portfolio without sustainability impact considerations, the U.S. Sustainability Core 1 Portfolio will overweight securities of companies that, according to the Portfolios sustainability impact considerations, may be more sustainable as compared either to other companies in the Portfolios investment universe or other companies with similar business lines. In considering sustainability impact and other factors that the Advisor believes may be important to investors, the Advisor may consider carbon and other greenhouse emissions, or potential emissions, land use, cluster munitions manufacturing, biodiversity, involvement in toxic spills or releases, operational waste, water use, tobacco, child labor and factory farming activities, among other factors. In particular, the Portfolio may exclude companies the Advisor considers to have high carbon or greenhouse gas emissions or reserves that may produce those emissions. The Advisor may engage third party service providers to provide research and/or ratings information relating to the U.S. Sustainability Core 1 Portfolios sustainability impact considerations with respect to securities in the portfolio, where information is available from such providers.
7
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the U.S. Sustainability Core 1 Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Small Company Risk : Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Sustainability Impact Consideration Investment Risk: The U.S. Sustainability Core 1 Portfolios sustainability impact considerations may limit the number of investment opportunities available to the Portfolio, and as a result, at times, the Portfolio may produce more modest gains than funds that are not subject to such special investment considerations. For example, the Portfolio may decline to purchase, or underweight its investment in, certain securities due to sustainability impact considerations when other investment considerations would suggest that a more significant investment in such securities would be advantageous. In addition, the Portfolio may sell certain securities due to sustainability impact considerations when it is otherwise disadvantageous to do so. The sustainability impact considerations may cause the Portfolios industry allocation to deviate from that of funds without these considerations and of conventional benchmarks.
Derivatives Risk: Derivatives are instruments, such as swaps, futures contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the U.S. Sustainability Core 1 Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the U.S. Sustainability Core 1 Portfolio may lose money and there may be a delay in recovering the loaned securities. The U.S. Sustainability Core 1 Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The U.S. Sustainability Core 1 Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the U.S. Sustainability Core 1 Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the U.S. Sustainability Core 1 Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The U.S. Sustainability Core 1 Portfolios past performance (before and
8
after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the U.S. Sustainability Core 1 Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
U.S. Sustainability Core 1 PortfolioTotal Returns
January 2009-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[18.89% (4/096/09)] |
[-17.51% (7/119/11)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 3/12/08
Inception |
|||||||||||||
U.S. Sustainability Core 1 Portfolio | |||||||||||||||
Return Before Taxes |
[ | ]% | [ | ]% | [ | ]% | |||||||||
Return After Taxes on Distributions |
[ | ]% | [ | ]% | [ | ]% | |||||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ | ]% | [ | ]% | [ | ]% | |||||||||
Russell 3000
®
Index
(reflects no deduction for fees, expenses, or taxes) |
[ | ]% | [ | ]% | [ | ]% |
The implementation and management of the Advisors Sustainability portfolios, including without limitation, the U.S. Sustainability Core 1 Portfolio is protected by U.S. Patent Nos. 7,596,525 B1, 7,599,874 B1 and, 8,438,092 B2.
9
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the U.S. Sustainability Core 1 Portfolio. The following individuals are responsible for coordinating the day to day management of the U.S. Sustainability Core 1 Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Henry F. Gray, Vice President of the Advisor, has been Head of Global Equity Trading since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the U.S. Sustainability Core 1 Portfolio on each day that the NYSE is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the U.S. Sustainability Core 1 Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The U.S. Sustainability Core 1 Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the U.S. Sustainability Core 1 Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
10
The investment objective of the International Sustainability Core 1 Portfolio is long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the International Sustainability Core 1 Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)*
Management Fee | 0.30% | |||
Other Expenses | 0.08% | |||
Total Annual Fund Operating Expenses | 0.38% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.42% to 0.30% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the International Sustainability Core 1 Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||
$ | 39 | $ | 154 | $ | 269 | $ | 604 |
PORTFOLIO TURNOVER
The International Sustainability Core 1 Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the International Sustainability Core 1 Portfolios performance. During the most recent fiscal year, the International Sustainability Core 1 Portfolios portfolio turnover rate was 24% of the average value of its investment portfolio.
Principal Investment Strategies
The International Sustainability Core 1 Portfolio purchases a broad and diverse group of securities of non-U.S. companies in developed markets with a greater emphasis on small capitalization and value companies as compared to their representation in the International Universe, while adjusting the composition of the Portfolio based on sustainability impact considerations. For purposes of this Portfolio, the Advisor defines the International
11
Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets that have been authorized as approved markets for investment by the Advisors Investment Committee. The Portfolios increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the International Sustainability Core 1 Portfolios assets to the largest growth companies relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered to be value stocks primarily because a companys shares have a high book value in relation to their market value.
The International Sustainability Core 1 Portfolio intends to purchase securities of companies associated with developed market countries that the Advisor has designated as approved markets. As a non-fundamental policy, under normal circumstances, the International Sustainability Core 1 Portfolio will invest at least 80% of its net assets in equity securities. The Advisor determines company size on a country or region specific basis and based primarily on market capitalization. The percentage allocation of the assets of the International Sustainability Core 1 Portfolio to securities of the largest growth companies as defined above will generally be reduced from between 5% and 35% of their percentage weight in the International Universe. As of December 31, 2016, securities of the largest growth companies in the International Universe comprised approximately [ ]% of the International Universe and the Advisor allocated approximately [ ]% of the International Sustainability Core 1 Portfolio to securities of the largest growth companies in the International Universe. The percentage by which the Portfolios allocation to securities of the largest growth companies is reduced will change due to market movements, sustainability impact considerations and other factors. Additionally, the range by which the Portfolios percentage allocation to all securities as compared to the International Universe may be impacted by the Portfolios investment strategies with respect to sustainability impact considerations and the Advisor may also adjust the representation in the International Sustainability Core 1 Portfolio of an eligible company, or exclude a company, after considering other factors the Advisor determines to be appropriate, such as free float, momentum, trading strategies, liquidity management, profitability, and other factors the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The International Sustainability Core 1 Portfolio may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The International Sustainability Core 1 Portfolio also may use derivatives, such as futures contracts and options on futures contracts for foreign or U.S. equity securities and indices, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns. The above-referenced investments are not subject to, although they may incorporate, the International Sustainability Core 1 Portfolios sustainability impact considerations.
The International Sustainability Core 1 Portfolio may lend its portfolio securities to generate additional income.
The Advisor intends to take into account the impact that companies may have on the environment and other sustainability considerations when making investment decisions for the International Sustainability Core 1 Portfolio. Relative to a portfolio without these considerations, the International Sustainability Core 1 Portfolio intends to exclude or underweight securities of companies that, according to the Portfolios sustainability impact considerations, may be less sustainable as compared either to other companies in the Portfolios investment universe or other companies with similar business lines. Similarly, relative to a portfolio without sustainability impact considerations, the International Sustainability Core 1 Portfolio intends to overweight securities of companies that, according to the Portfolios sustainability impact considerations, may be more sustainable as compared either to other companies in the Portfolios investment universe or other companies with similar business lines. In considering sustainability impact and other factors that the Advisor believes may be important to investors, the Advisor may consider carbon and other greenhouse emissions, or potential emissions, land use, cluster munitions manufacturing, biodiversity, involvement in toxic spills or releases, operational waste, water use, tobacco, child labor, and factory farming activities, among other factors. In particular, the Portfolio may exclude companies the Advisor considers to have high carbon or greenhouse gas emissions or reserves that may produce those emissions. The Advisor may engage third party service providers to provide research and/or ratings information relating to the International Sustainability Core 1 Portfolios sustainability impact considerations with respect to securities in the portfolio, where information is available from such providers.
12
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the International Sustainability Core 1 Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Small Company Risk : Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The International Sustainability Core 1 Portfolio does not hedge foreign currency risk.
Sustainability Impact Consideration Investment Risk: The International Sustainability Core 1 Portfolios sustainability impact considerations may limit the number of investment opportunities available to the Portfolio, and as a result, at times, the Portfolio may produce different results than funds that are not subject to such special investment considerations. For example, the Portfolio may decline to purchase, or underweight its investment in, certain securities due to sustainability impact considerations when other investment considerations would suggest that a more significant investment in such securities would be advantageous. In addition, the Portfolio may sell certain securities due to sustainability impact considerations when it is otherwise disadvantageous to do so. The sustainability impact considerations may cause the Portfolios industry allocation to deviate from that of funds without these considerations and of conventional benchmarks.
Derivatives Risk: Derivatives are instruments, such as swaps, futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the Portfolio or if the cost of the derivative outweighs the benefit of the hedge. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the International Sustainability Core 1 Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the International Sustainability Core 1 Portfolio may lose money and there may be a delay in recovering the loaned securities. The International Sustainability Core 1 Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The International Sustainability Core 1 Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
13
The bar chart and table immediately following illustrate the variability of the International Sustainability Core 1 Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the International Sustainability Core 1 Portfolios performance from year to year. The table illustrates how annualized one year, five year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The International Sustainability Core 1 Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the International Sustainability Core 1 Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. A negative pre-tax total return translates into a higher after-tax return because this calculation assumes that an investor received a tax deduction for the loss incurred on the sale.
International Sustainability Core 1 PortfolioTotal Returns
January 2009-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[28.71% (4/096/09)] |
[-20.91% (7/119/11)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
Since 3/12/08
Inception |
||||||||||
International Sustainability Core 1 Portfolio | ||||||||||||
Return Before Taxes |
[ | ]% | [ | ]% | [ | ]% | ||||||
Return After Taxes on Distributions |
[ | ]% | [ | ]% | [ | ]% | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ | ]% | [ | ]% | [ | ]% | ||||||
MSCI World ex USA Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ | ]% | [ | ]% | [ | ]% |
14
The implementation and management of the Advisors Sustainability portfolios, including without limitation, the International Sustainability Core 1 Portfolio, is protected by U.S. Patent Nos. 7,596,525 B1, 7,599,874 B1 and, 8,438,092 B2.
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the International Sustainability Core 1 Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the International Sustainability Core 1 Portfolio. The following individuals are responsible for coordinating the day to day management of the International Sustainability Core 1 Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the International Sustainability Core 1 Portfolio on each day that the New York Stock Exchange is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the International Sustainability Core 1 Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The International Sustainability Core 1 Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the International Sustainability Core 1 Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
15
The investment objective of the International Social Core Equity Portfolio is to achieve long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the International Social Core Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each
year as a percentage of the value of your investment)*
Management Fee | 0.29% | ||||
Other Expenses | 0.08% | ||||
Total Annual Fund Operating Expenses | 0.37% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.37% to 0.29% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the International Social Core Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | 38 | $ | 119 | $ | 208 | $ | 468 |
PORTFOLIO TURNOVER
The International Social Core Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when mutual fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Portfolios performance. During the most recent fiscal year, the International Social Core Equity Portfolios portfolio turnover rate was 8% of the average value of its investment portfolio.
Principal Investment Strategies
The International Social Core Equity Portfolio purchases a broad and diverse group of securities of non-U.S. companies in developed markets with a greater emphasis on small capitalization and value companies as compared to their representation in the International Universe, while excluding securities of certain companies based on the Portfolios social issue screens. For the purposes of this Portfolio, Dimensional Fund Advisors LP
16
(the Advisor) defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets that have been authorized as approved markets for investment by the Advisors Investment Committee. The Portfolios increased exposure to small capitalization and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest growth companies relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered to be value stocks primarily because a companys shares have a high book value in relation to their market value.
The International Social Core Equity Portfolio intends to purchase securities of companies associated with developed market countries that the Advisor has designated as approved markets. As a non-fundamental policy, under normal circumstances, the Portfolio will invest at least 80% of its net assets in equity securities. The Advisor determines company size on a country or region specific basis and based primarily on market capitalization. The percentage allocation of the assets of the Portfolio to securities of the largest growth companies as defined above will generally be reduced from between 5% and 35% of their percentage weight in the International Universe. As of December 31, 2016, securities of the largest growth companies in the International Universe comprised approximately [ ]% of the International Universe and the Advisor allocated approximately [ ]% of the International Social Core Equity Portfolio to securities of the largest growth companies in the International Universe. The percentage by which the Portfolios allocation to securities of the largest growth companies is reduced will change due to market movements. The Advisor may also adjust the representation in the International Social Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The International Social Core Equity Portfolio may gain exposure to companies associated with approved markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Portfolio may use derivatives, such as futures contracts and options on futures contracts for approved market or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns. The above-referenced investments are not subject to, although they may incorporate, the Portfolios social criteria.
The International Social Core Equity Portfolio may lend its portfolio securities to generate additional income.
The International Social Core Equity Portfolio seeks to purchase securities that are consistent with the Portfolios social issue screens, which are monitored by an independent third party. The International Social Core Equity Portfolio seeks to exclude from its investment portfolio those companies that are identified by the Portfolios social issue screens, as further discussed below. The Portfolios social issue screens are designed to identify companies that: (1) earn at least 20% of their total annual revenue through the production and/or sale of conventional or nuclear weapons, their weapon systems, or critical components of these products, or the provision of weapon systems support and service; (2) are engaged in certain for profit business activities in or with the Republic of the Sudan; (3) earn at least 15% of their total annual revenue through the production and/or sale of tobacco or alcohol products, or key products or raw materials necessary for their production; (4) earn at least 20% of their total annual revenue from certain gambling activities, the production of goods used exclusively for gambling, or the provision of certain services in casinos that are fundamental to gambling operations; (5) directly participate in abortions, or develop or manufacture abortive agents or contraceptives; (6) earn at least 15% of their total annual revenue from the rental, sale, distribution or production of pornographic materials, or the ownership or operation of adult entertainment establishments; (7) have had major recent controversies relating to child labor infractions in the U.S. or abroad; (8) are involved in the production or manufacture of landmines, cluster munitions, or the essential components of these products; and/or (9) are involved in stem cell research.
The International Social Core Equity Portfolio may modify this list of social issue screens, at any time, without prior shareholder approval or notice.
17
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer specific events will cause the value of securities, and the Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk: Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Portfolio does not hedge foreign currency risk.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Social Investment Risk: The International Social Core Equity Portfolios social issue screens may limit the number of investment opportunities available to the Portfolio, and as a result, at times the Portfolio may produce different returns than funds that are not subject to such special investment conditions. For example, the Portfolio may decline to purchase certain securities when it is otherwise advantageous to do so, or the Portfolio may sell certain securities for social reasons when it is otherwise disadvantageous to do so.
Derivatives Risk: Derivatives are instruments, such as swaps, futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the International Social Core Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the International Social Core Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The International Social Core Equity Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The International Social Core Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
18
The bar chart and table immediately following illustrate the variability of the International Social Core Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the International Social Core Equity Portfolios performance from year to year. The table illustrates how annualized one year and since inception returns, both before and after taxes, compare with those of a broad measure of market performance. The International Social Core Equity Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the International Social Core Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
International Social Core Equity PortfolioTotal Returns
January 2013-December 2016 |
||
Highest Quarter |
Lowest Quarter |
|
[12.98% (7/139/13)] |
[-10.29% (7/159/15)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year |
Since 11/01/12
Inception |
|||||||||
International Social Core Equity Portfolio | ||||||||||
Return Before Taxes |
[ | ]% | [ | ]% | ||||||
Return After Taxes on Distributions |
[ | ]% | [ | ]% | ||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ | ]% | [ | ]% | ||||||
MSCI World ex USA Index
(reflects no deduction for fees, expenses, or taxes on sales) |
[ | ]% | [ | ]% |
19
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the International Social Core Equity Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the International Social Core Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the International Social Core Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception. |
| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the International Social Core Equity Portfolio on each day that the New York Stock Exchange is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the International Social Core Equity Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The International Social Core Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the International Social Core Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
20
The investment objective of the Emerging Markets Social Core Equity Portfolio is long-term capital appreciation.
Fees and Expenses of the Portfolio
This table describes the fees and expenses you may pay if you buy and hold shares of the Emerging Markets Social Core Equity Portfolio.
Shareholder Fees (fees paid directly from your investment): None
Annual Fund Operating Expenses (expenses that you pay each
year as a percentage of the value of your investment)*
Management Fee | 0.47% | ||||
Other Expenses | 0.09% | ||||
Total Annual Fund Operating Expenses | 0.56% |
* | The Management Fee and Total Annual Fund Operating Expenses have been adjusted to reflect the decrease in the management fee payable by the Portfolio from 0.55% to 0.47% effective as of February 28, 2017. |
EXAMPLE
This Example is meant to help you compare the cost of investing in the Emerging Markets Social Core Equity Portfolio with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | ||||||||||||||||
$ | 56 | $ | 178 | $ | 312 | $ | 700 |
PORTFOLIO TURNOVER
The Emerging Markets Social Core Equity Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Portfolio shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Emerging Markets Social Core Equity Portfolios performance. During the most recent fiscal year, the Emerging Markets Social Core Equity Portfolios portfolio turnover rate was 12% of the average value of its investment portfolio.
Principal Investment Strategies
The Emerging Markets Social Core Equity Portfolio purchases a broad and diverse group of securities associated with emerging markets, which may include frontier markets (emerging market countries in an earlier stage of development), authorized for investment by Dimensional Fund Advisors LPs (the Advisor) Investment Committee (Approved Markets), with an increased exposure to small capitalization and value companies while
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excluding securities of certain emerging markets companies based upon the Portfolios social issue screens. In assessing value, the Advisor may consider factors such as the issuers securities having a high book value in relation to their market value, as well as price to cash flow or price to earnings ratios. The criteria the Advisor uses for assessing value are subject to change from time to time. The Advisor may also adjust the representation in the Emerging Markets Social Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
As a non-fundamental policy, under normal circumstances, the Emerging Markets Social Core Equity Portfolio will invest at least 80% of its net assets in emerging markets equity securities that are defined in the prospectus as Approved Markets securities.
The Emerging Markets Social Core Equity Portfolio may gain exposure to companies in Approved Markets by purchasing equity securities in the form of depositary receipts, which may be listed or traded outside the issuers domicile country. The Emerging Markets Social Core Equity Portfolio may use derivatives, such as futures contracts and options on futures contracts for Approved Market or other equity market securities and indices, including those of the United States, to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolio does not intend to use derivatives for purposes of speculation or leveraging investment returns. The above-referenced investments are not subject to, though they may incorporate, the Portfolios social criteria.
The Emerging Markets Social Core Equity Portfolio may lend its portfolio securities to generate additional income.
The Emerging Markets Social Core Equity Portfolio seeks to purchase securities that are consistent with the Portfolios social issue screens, which are monitored by an independent third party. The Portfolio seeks to exclude from its investment portfolio those companies that are identified by the Portfolios social issue screens, as further discussed below. The Portfolios social issue screens are designed to identify companies that: (1) earn at least 20% of their total annual revenue through the production and/or sale of conventional or nuclear weapons, their weapon systems, or critical components of these products, or the provision of weapon systems support and service; (2) are engaged in certain for profit business activities in or with the Republic of the Sudan; (3) earn at least 15% of their total annual revenue through the production and/or sale of tobacco or alcohol products, or key products or raw materials necessary for their production; (4) earn at least 20% of their total annual revenue from certain gambling activities, the production of goods used exclusively for gambling, or the provision of certain services in casinos that are fundamental to gambling operations; (5) directly participate in abortions, or develop or manufacture abortive agents or contraceptives; (6) earn at least 15% of their total annual revenue from the rental, sale, distribution or production of pornographic materials, or the ownership or operation of adult entertainment establishments; (7) are involved in the production or manufacture of landmines, cluster munitions, or the essential components of these products; and/or (8) are involved in stem cell research.
The Portfolio may modify this list of social issue screens, at any time, without prior shareholder approval or notice.
Market Risk: Even a long-term investment approach cannot guarantee a profit. Economic, political, and issuer-specific events will cause the value of securities, and the Emerging Markets Social Core Equity Portfolio that owns them, to rise or fall. Because the value of your investment in the Portfolio will fluctuate, there is the risk that you will lose money.
Value Investment Risk : Value stocks may perform differently from the market as a whole and following a value-oriented investment strategy may cause the Portfolio to at times underperform equity funds that use other investment strategies.
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Emerging Markets Risk: Numerous emerging market countries have a history of, and continue to experience serious, and potentially continuing, economic and political problems. Stock markets in many emerging market countries are relatively small, expensive to trade in and generally have higher risks than those in developed markets. Securities in emerging markets also may be less liquid than those in developed markets and foreigners are often limited in their ability to invest in, and withdraw assets from, these markets. Additional restrictions may be imposed under other conditions. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries.
Foreign Securities and Currencies Risk: Foreign securities prices may decline or fluctuate because of: (a) economic or political actions of foreign governments, and/or (b) less regulated or liquid securities markets. Investors holding these securities may also be exposed to foreign currency risk (the possibility that foreign currency will fluctuate in value against the U.S. dollar or that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the U.S. dollar). The Emerging Markets Social Core Equity Portfolio does not hedge foreign currency risk.
Small Company Risk: Securities of small companies are often less liquid than those of large companies and this could make it difficult to sell a small company security at a desired time or price. As a result, small company stocks may fluctuate relatively more in price. In general, smaller capitalization companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources.
Social Investment Risk: The Emerging Markets Social Core Equity Portfolios social issue screens may limit the number of investment opportunities available to the Portfolio, and as a result, at times the Portfolio may produce different returns than funds that are not subject to such special investment conditions. For example, the Portfolio may decline to purchase certain securities when it is otherwise advantageous to do so, or the Portfolio may sell certain securities for social reasons when it is otherwise disadvantageous to do so.
Derivatives Risk: Derivatives are instruments, such as swaps, futures and foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. The use of derivatives for non-hedging purposes may be considered more speculative than other types of investments. When the Emerging Markets Social Core Equity Portfolio uses derivatives, the Portfolio will be directly exposed to the risks of that derivative. Derivative instruments are subject to a number of risks including counterparty, liquidity, interest rate, market, credit and management risks, and the risk of improper valuation. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested.
Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, the Emerging Markets Social Core Equity Portfolio may lose money and there may be a delay in recovering the loaned securities. The Emerging Markets Social Core Equity Portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences.
Cyber Security Risk: The Emerging Markets Social Core Equity Portfolios and its service providers use of internet, technology and information systems may expose the Portfolio to potential risks linked to cyber security breaches of those technological or information systems. Cyber security breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or fund assets, or cause the Portfolio and/or its service providers to suffer data corruption or lose operational functionality.
The bar chart and table immediately following illustrate the variability of the Emerging Markets Social Core Equity Portfolios returns and are meant to provide some indication of the risks of investing in the Portfolio. The bar chart shows the changes in the Portfolios performance from year to year. The table illustrates how annualized
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one year, five year and ten year returns, both before and after taxes, compare with those of a broad measure of market performance. The Emerging Markets Social Core Equity Portfolios past performance (before and after taxes) is not an indication of future results. Updated performance information for the Portfolio can be obtained by visiting http://us.dimensional.com .
The after-tax returns presented in the table for the Emerging Markets Social Core Equity Portfolio are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown in the table. In addition, the after-tax returns shown are not relevant to investors who hold shares of the Portfolio through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.
Emerging Markets Social Core Equity PortfolioTotal Returns
January 2007-December 2016 |
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Highest Quarter |
Lowest Quarter |
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[40.60% (4/096/09)] |
[-27.29% (10/0812/08)] |
Annualized Returns (%)
Periods ending December 31, 2016
1 Year | 5 Years |
10 Years |
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Emerging Markets Social Core Equity Portfolio | |||||||||||||||
Return Before Taxes |
[ | ]% | [ | ]% | [ | ]% | |||||||||
Return After Taxes on Distributions |
[ | ]% | [ | ]% | [ | ]% | |||||||||
Return After Taxes on Distributions and Sale of Portfolio Shares |
[ | ]% | [ | ]% | [ | ]% | |||||||||
MSCI Emerging Markets Index (net dividends)
(reflects no deduction for fees, expenses, or taxes on sales) |
[ | ]% | [ | ]% | [ | ]% |
Investment Advisor/Portfolio Management
Dimensional Fund Advisors LP serves as the investment advisor for the Emerging Markets Social Core Equity Portfolio. Dimensional Fund Advisors Ltd. and DFA Australia Limited serve as the sub-advisors for the Emerging Markets Social Core Equity Portfolio. The following individuals are responsible for coordinating the day to day management of the Emerging Markets Social Core Equity Portfolio:
| Joseph H. Chi, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2005. |
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| Jed S. Fogdall, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2004. |
| Bhanu P. Singh, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2012. |
| Allen Pu, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager since 2006. |
Purchase and Redemption of Fund Shares
Investors may purchase or redeem shares of the Emerging Markets Social Core Equity Portfolio on each day that the New York Stock Exchange is scheduled to be open for business by first contacting the Portfolios transfer agent at (888) 576-1167. Shareholders that invest in the Emerging Markets Social Core Equity Portfolio through a financial intermediary should contact their financial intermediary regarding purchase and redemption procedures. The Emerging Markets Social Core Equity Portfolio generally is available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions and a limited number of certain other investors as approved from time to time by the Advisor. All investments are subject to approval of the Advisor.
The dividends and distributions you receive from the Emerging Markets Social Core Equity Portfolio are taxable and generally will be taxed as ordinary income, capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, in which case distributions generally will be taxed as ordinary income when withdrawn from the plan or account.
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Additional Information on Investment Objectives and Policies
The investment company described in this Prospectus offers a variety of investment portfolios. Each of the investment companys Portfolios has its own investment objective and policies, and is the equivalent of a separate mutual fund. The Portfolios described in this Prospectus are designed for long-term investors.
U.S. Social Core Equity 2 Portfolio
The investment objective of the U.S. Social Core Equity 2 Portfolio is to achieve long-term capital appreciation. The Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of U.S. companies with an increased exposure to small capitalization and value companies relative to the U.S. Universe, while excluding securities of companies based upon the Portfolios social issue screens. The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the New York Stock Exchange (NYSE), NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , and such other securities exchanges deemed appropriate by the Advisor from time to time (U.S. Universe). The increased exposure to small and value companies may be achieved by decreasing the allocation of the Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered to be value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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 Advisor may also adjust the representation in the U.S. Social Core Equity 2 Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The U.S. Social Core Equity 2 Portfolio may 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. In addition to money market instruments and other short-term investments, the U.S. Social Core Equity 2 Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses. The above-referenced investments are not subject to, though they may incorporate, the Portfolios social criteria.
U.S. Sustainability Core 1 Portfolio
The investment objective of the U.S. Sustainability Core 1 Portfolio is to achieve long-term capital appreciation. The Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of U.S. companies with an increased exposure to small capitalization and value companies relative to the U.S. Universe, while, relative to a portfolio without the sustainability impact considerations, excluding or underweighting securities of companies that, according to the Portfolios sustainability impact considerations, may be less sustainable and overweighting securities of companies that may be more sustainable. (See Applying the Sustainability Portfolios Sustainability Impact Considerations in this Prospectus). The Advisor generally defines the U.S. Universe as a free float adjusted market capitalization weighted portfolio of U.S. operating companies listed on the NYSE, NYSE MKT LLC, Nasdaq Global Market ® , Nasdaq Capital Market ® , and such other securities exchanges deemed appropriate by the Advisor. The increased exposure to small and value companies may be achieved by decreasing the allocation of the U.S. Sustainability Core 1 Portfolios assets to the largest U.S. growth companies relative to their weight in the U.S. Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered to be value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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 Advisor
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may also adjust the representation in the U.S. Sustainability Core 1 Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The Advisor may consider federal income tax implications as part of its investment decisions. The implementation and management of the Advisors Sustainability portfolios, including without limitation, the U.S. Sustainability Core 1 Portfolio is protected by U.S. Patent Nos. 7,596,525 B1 and 7,599,874 B1.
The U.S. Sustainability Core 1 Portfolio may 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. In addition to money market instruments and other short-term investments, the U.S. Sustainability Core 1 Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses. The above-referenced investments are not subject to, although they may incorporate, the U.S. Sustainability Core 1 Portfolios sustainability impact considerations.
International Sustainability Core 1 Portfolio
The investment objective of the International Sustainability Core 1 Portfolio is to achieve long-term capital appreciation. The Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of non-U.S. companies with an increased exposure to small capitalization and value companies relative to the International Universe, while, relative to a portfolio without sustainability impact considerations, excluding or underweighting securities of companies that, according to the Portfolios sustainability impact considerations, may be less sustainable and overweighting securities of companies that may be more sustainable. (See Applying the Sustainability Portfolios Sustainability Impact Considerations in this Prospectus). For purposes of this Portfolio, the Advisor defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets that have been authorized for investment by the Advisors Investment Committee. As of the date of this Prospectus, the following markets have been authorized for investment for the Portfolio and comprise the International Universe: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom (collectively, the Approved Markets). The Advisor will determine in its discretion when and whether to invest in markets that have been authorized as Approved Markets, depending on a number of factors, such as asset growth in the Portfolio and characteristics of each such market. The Investment Committee of the Advisor also may authorize other markets for investment in the future, in addition to the Approved Markets identified above, or may remove one or more markets from the list of Approved Markets. Also, the Portfolio may continue to hold investments in countries that are not currently designated 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 Markets. (For a description of the securities approved for investment, see Approved Markets ). The implementation and management of the Advisors Sustainability portfolios, including without limitation, the International Sustainability Core 1 Portfolio is protected by U.S. Patent Nos. 7,596,525 B1, 7,599,874 B1 and, 8,438,092 B2.
Under normal market conditions, the International Sustainability Core 1 Portfolio intends to invest at least 40% of its assets in three or more non-U.S. countries by investing in securities of companies associated with such countries.
The increased exposure to small capitalization and value companies for the International Sustainability Core 1 Portfolio may be achieved by decreasing the allocation of the Portfolios assets to the largest growth companies relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered to be value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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 Advisor may also adjust the representation in the International Sustainability Core 1 Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability,
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and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets. The Advisor may consider federal income tax implications as part of its investment decisions.
The International Sustainability Core 1 Portfolio 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. In addition to money market instruments and other short-term investments, the International Sustainability Core 1 Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses. The above-referenced investments are not subject to, although they may incorporate, the International Sustainability Core 1 Portfolios sustainability impact considerations.
International Social Core Equity Portfolio
The investment objective of the International Social Core Equity Portfolio is to achieve long-term capital appreciation. The Portfolio seeks to achieve its investment objective by purchasing a broad and diverse group of securities of non-U.S. companies in developed markets with a greater emphasis on small capitalization and value companies as compared to their representation in the International Universe, while excluding securities of certain companies based on the Portfolios social issue screens. For the Purposes of this Portfolio, the Advisor defines the International Universe as a market capitalization weighted portfolio of non-U.S. companies in developed markets that have been authorized as approved markets for investment by the Advisors Investment Committee. As of the date of this Prospectus, the following markets have been authorized for investment for the Portfolio and comprise the International Universe: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom (collectively, the Approved Markets). The Advisor will determine in its discretion when and whether to invest in markets that have been authorized as Approved Markets, depending on a number of factors, such as asset growth in the Portfolio and characteristics of each such market. The Investment Committee of the Advisor also may authorize other markets for investment in the future, in addition to the Approved Markets identified above, or may remove one or more markets from the list of Approved Markets. Also, the Portfolio may continue to hold investments in countries that are not currently designated 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 Markets. (For a description of the securities approved for investment, see Approved Markets ).
The increased exposure to small capitalization and value companies for the International Social Core Equity Portfolio may be achieved by decreasing the allocation of the Portfolios assets to the largest growth companies relative to their weight in the International Universe, which would result in a greater weight allocation to small capitalization and value companies. An equity issuer is considered a growth company primarily because it has a low, non-negative book value in relation to its market capitalization. Securities are considered to be value stocks primarily because a companys shares have a high book value in relation to their market value. In assessing growth and value, the Advisor 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 Advisor uses for assessing value are subject to change from time to time. The Advisor may also adjust the representation in the International Social Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions.
Even though a companys stock may meet the criteria for investment, a companys stock may not be included in the International Social Core Equity Portfolio for one or more of a number of reasons. For example, in the Advisors judgment, the issuer may be considered to be in extreme financial difficulty or a material portion of its securities may be closely held and not likely available to support market liquidity. There will be the exercise of discretion and consideration by the Advisor in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.
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The International Social Core Equity Portfolio 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. In addition to money market instruments and other short-term investments, the Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage the Portfolios cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses. The above-referenced investments are not subject to, though they may incorporate, the International Social Core Equity Portfolios social criteria.
Emerging Markets Social Core Equity Portfolio
The investment objective of the Emerging Markets Social Core Equity Portfolio is to achieve long-term capital appreciation. The Portfolio seeks to achieve its investment objective by investing in companies associated with emerging markets designated by the Investment Committee of the Advisor (Approved Markets). Emerging Markets approved for investment may include countries in an earlier stage of development that are sometimes referred to as frontier markets. As of the date of this Prospectus, the Portfolio invests in the following countries that are designated as Approved Markets: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Malaysia, Mexico, Peru, the Philippines, Poland, Russia, South Africa, South Korea, Taiwan, Thailand, and Turkey. The Advisor will determine, in its discretion, when and whether to invest in countries that have been authorized as Approved Markets, depending on a number of factors, such as asset growth in the Portfolio and the characteristics of each countrys markets. The Investment Committee of the Advisor may designate other countries as Approved Markets for investment in the future, in addition to the countries identified above, or the Investment Committee may remove one or more countries from the list of Approved Markets. In addition, the Portfolio may continue to hold investments in countries that are not currently designated 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 Markets. (For a description of the securities approved for investment, see Approved Markets ).
The Emerging Markets Social Core Equity Portfolio seeks to purchase a broad and diverse group of equity securities, generally with an increased exposure to securities of small cap issuers and securities that the Portfolio considers to be value securities. In addition to seeking exposure to small cap issuers and value securities, the Portfolio seeks to exclude certain securities based upon the Portfolios social issue screens. In assessing value, the Advisor may consider factors such as the issuers securities having a high book value in relation to their market value, and price to cash flow or price to earnings ratios. The criteria the Advisor uses for assessing value are subject to change from time to time. The Advisor may also adjust the representation in the Emerging Markets Social Core Equity Portfolio of an eligible company, or exclude a company, after considering such factors as free float, momentum, trading strategies, liquidity management, profitability, and other factors that the Advisor determines to be appropriate, given market conditions. In assessing profitability, the Advisor may consider different ratios, such as that of earnings or profits from operations relative to book value or assets.
The Emerging Markets Social Core Equity Portfolio may not invest in all such companies or Approved Markets described above, for reasons which include constraints imposed within Approved Markets (e.g., restrictions on purchases by foreigners), and the Portfolios policy not to invest more than 25% of its assets in any one industry.
In determining which countries are eligible markets for the Emerging Markets Social Core Equity Portfolio, the Advisor 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, MSCI, and Citigroup. Approved Markets may not include all such emerging markets. In determining whether to approve markets for investment, the Advisor 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 for the Portfolio.
Pending the investment of new capital in Approved Markets securities, the Emerging Markets Social Core Equity Portfolio will typically invest in money market instruments or other highly liquid debt instruments including those denominated in U.S. dollars (including, without limitation, repurchase agreements). In addition, the Portfolio may,
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for liquidity, or 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, although the Portfolio does not expect the aggregate of all such amounts to exceed 20% of its net assets under normal circumstances.
The Emerging Markets Social Core Equity Portfolio 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. In some Approved Markets, it may be necessary or advisable for the Portfolio to establish a wholly-owned subsidiary or a trust for the purpose of investing in the local markets.
The Emerging Markets Social Core Equity Portfolio seeks broad market diversification generally with an increased exposure to securities of small cap issuers and securities that it considers to be value securities, while also purchasing securities that are consistent with the Portfolios social issue screens.
Even though a companys stock may meet the criteria for investment, a companys stock may not be included in the Portfolio for one or more of a number of reasons. For example, in the Advisors judgment, the issuer may be considered in extreme financial difficulty or a material portion of its securities may be closely held and not likely available to support market liquidity. There will be the exercise of discretion and consideration by the Advisor in purchasing securities in an Approved Market and in determining the allocation of investments among Approved Markets.
The Portfolio does not seek current income as an investment objective, and investments will not be based upon an issuers dividend payment policy or record. However, many of the companies whose securities will be included in the Portfolio do pay dividends. It is anticipated, therefore, that the Portfolio will receive dividend income.
The Emerging Markets Social Core Equity Portfolio may also invest in exchange-traded funds (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. In addition to money market instruments and other short-term investments, the Emerging Markets Social Core Equity Portfolio may invest in affiliated and unaffiliated registered and unregistered money market funds to manage cash pending investment in other securities or to maintain liquidity for the payment of redemptions or other purposes. Investments in ETFs and money market funds may involve a duplication of certain fees and expenses. The above-referenced investments are not subject to, though they may incorporate, the Portfolios social criteria.
The International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio (each an International Portfolio and collectively, the International Portfolios) each invests in securities of Approved Markets as identified above for each International Portfolio. The Approved Markets securities invested in by each International Portfolio will be 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 Depositary Receipts, Global Depositary Receipts, American Depositary Receipts, or other types of depositary receipts (including non-voting depositary receipts) or may be listed on bona fide securities exchanges in more than one country. Approved Market securities are defined as securities that are associated with an Approved Market, and 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) Approved Markets equity securities in the form of depositary shares; (g) securities of pooled investment vehicles that invest primarily in Approved Markets securities or derivative instruments that derive their value from Approved Markets securities; or (h) securities included in the International Portfolios benchmark index. Securities of Approved
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Markets may include securities of companies that have characteristics and business relationships common to companies in other countries. As a result, the value of the securities of such companies may reflect economic and market forces in such other countries as well as in the Approved Markets. The Advisor, however, will select only those companies that, in its view, have sufficiently strong exposure to economic and market forces in Approved Markets. For example, the Advisor 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 criteria discussed above to be considered associated with Approved Markets.
Applying the Social Screen Portfolios Social Criteria (For U.S. Social Core Equity 2 Portfolio, Emerging Markets Social Core Equity Portfolio and the International Social Core Equity Portfolio)
The U.S. Social Core Equity 2 Portfolio, Emerging Markets Social Core Equity Portfolio and the International Social Core Equity Portfolio (the Social Screen Portfolios) each seek to purchase securities that are consistent with the social issue screens that have been identified in this Prospectus for such Social Screen Portfolio. DFA Investment Dimensions Group Inc. (the Fund) has engaged an independent third party Social Screen Portfolios Vendor to monitor each Social Screen Portfolios social issue screens. As of the date of this Prospectus, MSCI ESG Research has been engaged to be the Social Screen Portfolios Vendor. Each Social Screen Portfolio seeks to exclude from its investment portfolio those companies that are identified by the Social Screen Portfolios social issue screens.
The Social Screen Portfolios social issue screens are designed to meet the social investing needs of shareholders; the exclusion, purchase, or sale of specific securities in a Portfolio should not be construed as reflecting a judgment by the Advisor or the Board of Directors of the Fund relating to any social issue.
In most cases, a Social Screen Portfolio and the Advisor do not determine which stocks to exclude pursuant to such Social Screen Portfolios social issue screens. Instead, the Social Screen Portfolios and the Advisor generally rely on the social investment research provided by the Social Screen Portfolios Vendor. The Social Screen Portfolios Vendor is generally in the business of providing social investment research on publicly traded companies. Through its research, the Social Screen Portfolios Vendor shall determine if and when a companys activities are significant enough to warrant exclusion under a Portfolios social issue screens. The Social Screen Portfolios Vendor may periodically modify its social criteria screening process.
Each Social Screen Portfolio will endeavor not to buy any stock that fails the Portfolios social issue screens as indicated in the research provided by the Social Screen Portfolios Vendor. Because of this approach, a Social Screen Portfolio may not invest in certain types of companies, industries, and segments of the U.S. market. The Advisor will endeavor to ensure that each Social Screen Portfolios investments are consistent with the social issue screens, but there can be no guarantee that every investment will do so. Even if an investment is not excluded by the social issue screens, the Advisor has the option of excluding the investment if it is determined to be unsuitable.
At times, each Social Screen Portfolio may hold stocks that do not meet the Social Screen Portfolios social criteria, because for instance the stocks ceased meeting the social criteria after the Social Screen Portfolio bought them or the Social Screen Portfolio obtained the stocks despite the Portfolios social criteria due to inadvertent error, corporate action or otherwise. The Advisor will seek to sell these stocks in an orderly manner. Although the Advisor will seek to minimize any adverse effect of holding or selling these stocks on the value of a Social Screen Portfolios investments, to the extent that costs or losses are realized no remuneration will be due the Social Screen Portfolio. Ordinarily, a Social Screen Portfolio will sell the stocks within 90 days of determining that the stocks do not meet the social criteria. However, a Social Screen Portfolio may sell the stocks after a longer period if the Advisor believes that doing so will avoid a loss to the overall value of the Social Screen Portfolios investments.
Applying the Sustainability Portfolios Sustainability Impact Considerations (For U.S. Sustainability Core 1 Portfolio and the International Sustainability Core 1 Portfolio)
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The Advisor intends to take into account the impact that companies have on the environment and other sustainability considerations when making investment decisions for the U.S. Sustainability Core 1 Portfolio and the International Sustainability Core 1 Portfolio (the Sustainability Portfolios). Relative to a portfolio without these considerations, a Sustainability Portfolio intends to exclude or underweight securities of companies that, according to the Sustainability Portfolios sustainability impact considerations, may be less sustainable as compared either to other companies in the Sustainability Portfolios investment universe or other companies with similar business lines. Similarly, relative to a portfolio without sustainability impact considerations, the Sustainability Portfolios intend to overweight securities of companies that, according to the Sustainability Portfolios sustainability impact considerations, may be more sustainable as compared either to other companies in the Sustainability Portfolios investment universe or other companies with similar business lines. The Advisor may engage third party service providers to provide research and/or ratings information relating to the Sustainability Portfolios sustainability impact considerations with respect to securities in the portfolios, where information is available from such providers.
Selected examples of the types of considerations that are expected to be used to evaluate companies impact on the environment and other sustainability considerations are as follows:
| Carbon and greenhouse gas emissions scope and intensity or reserves of coal, gas, oil among others. |
| Land use and biodiversity: This consideration looks to the severity of controversies related to a firms use or management of natural resources. |
| Toxic spills and releases: Factors affecting this evaluation include, but are not limited to, a history of involvement in land or air emissions-related litigation, widespread or egregious impacts due to hazardous emissions or waste, criticism by non-governmental organizations and/or other third parties. |
| Operational waste: This consideration relates to controversies involving the impact of the firms non-hazardous operational waste. |
| Water use: This consideration relates to the firms water management practices. |
| Factory farming: This consideration relates to companies that are believed to be using particular intensive methods of livestock rearing. |
| Cluster munitions manufacturing: This consideration would look to the firms involvement in the manufacture of cluster munitions. |
The sustainability impact considerations listed above are examples of factors that the Advisor believes indicate whether or not a company, as compared to other companies with similar business lines, promotes sustainability by pursuing economic growth and development that meets the needs of the present without compromising the needs of future generations. The Sustainability Portfolios may periodically modify their sustainability impact considerations.
Based on the research and ratings information, the Advisor will determine an overall impact score for the company and will consider the overall impact score of the issuer when determining whether a security should: (i) be excluded from a Sustainability Portfolios securities holdings; (ii) have its weight decreased within the Sustainability Portfolios; (iii) be held with no adjustment to its weight within the Sustainability Portfolios; or (iv) have its weight increased within the Sustainability Portfolios. The Advisor may also exclude or decrease the weight of specific companies due to concerns over any specific factor.
As described above, the Advisor will endeavor to consider the sustainability impact of each company when constructing a Sustainability Portfolios investment portfolio. However, the Advisor may not be able to assess the sustainability impact of each company eligible for purchase by a Portfolio. For example, the Advisor may not be able to determine an overall sustainability impact score for each company based on the sustainability considerations described above because the third party service providers may not have data on the entire universe of companies considered by the Advisor for the Sustainability Portfolios, or may not have information with respect to each factor listed above as an sustainability impact consideration. The sustainability impact of a company may change while the Sustainability Portfolios are holding the companys securities due to actions taken by the company or new information that becomes available concerning the company, and such information may
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impact the Sustainability Portfolios decision to buy shares in the future of such company but will not necessarily result in changes to current holdings of such shares. For instance, if negative information about a company becomes available, while future investment decisions should reflect that information, the Sustainability Portfolios may continue to hold the securities it already owns in the short or long term, so that the composition of the Sustainability Portfolios may not, at all times, reflect the most current sustainability impact considerations. The Sustainability Portfolios exposure to companies, industries and sectors of the market may be affected by sustainability impact data obtained that may not be completely accurate with respect to any company or by a given sustainability factor that may not be as relevant as assumed in the overall score.
Because the Advisor takes into account sustainability impact considerations when constructing the investment portfolio for a Portfolio, the Portfolio may not invest in, or may deviate in its exposure to, certain types of companies, industries, and segments of the designated markets in which similar Sustainability Portfolios without sustainability impact considerations invest.
Each Sustainability Portfolios sustainability impact considerations are designed to meet the investing needs of shareholders; the exclusion, purchase, or sale of specific securities in a Portfolio should not be construed as reflecting a judgment by the Advisor or the Board of Directors of the Fund relating to any sustainability issue.
In general, securities will 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 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 generally 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, including those eligible for purchase, may be disposed of, however, at any time when, in the Advisors judgment, circumstances warrant their sale, including, but not limited to, tender offers, mergers, and similar transactions, or bids made for block purchases at opportune prices. Generally, securities 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 an appropriate holding in light of the investment policies of each Portfolio.
COMMODITY POOL OPERATOR EXEMPTION
Each Portfolio is operated by a person that has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act (CEA) with respect to the Portfolios described in this Prospectus, and, therefore, such person is not subject to registration or regulation as a pool operator under the CEA with respect to such Portfolios.
Each Portfolio is authorized to lend securities to qualified brokers, dealers, banks, and other financial institutions for the purpose of earning additional income. While each Portfolio may earn additional income from lending securities, such activity is incidental to the investment objective of the Portfolio. The value of securities loaned may not exceed 33 1 ⁄ 3 % of the value of the Portfolios total assets, which includes the value of collateral received. To the extent a Portfolio loans a portion of its securities, the Portfolio will receive collateral consisting generally of cash or U.S. government securities. Collateral received will be maintained by marking to market daily and (i) in an amount equal to at least 100% of the current market value of the loaned securities, with respect to securities of the U.S. Government or its agencies, (ii) in an amount generally equal to 102% of the current market value of the loaned securities, with respect to U.S. securities, and (iii) in an amount generally equal to 105% of the current market value of the loaned securities, with respect to foreign securities. Subject to its stated investment policies, each Portfolio will generally invest the cash collateral received for the loaned securities in The DFA Short Term
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Investment Fund (the Money Market Series), an affiliated registered money market fund advised by the Advisor for which the Advisor receives a management fee of 0.05% of the average daily net assets of the Money Market Series. Each Portfolio also may invest the cash collateral received for the loaned securities in securities of the U.S. Government or its agencies, repurchase agreements collateralized by securities of the U.S. Government or its agencies, and affiliated and unaffiliated registered and unregistered money market funds. For purposes of this paragraph, agencies include both agency debentures and agency mortgage backed securities.
In addition, a Portfolio will be able to terminate the loan at any time and will receive reasonable interest on the loan, as well as amounts equal to any dividends, interest, or other distributions on the loaned securities. However, dividend income received from loaned securities may not be eligible to be taxed at qualified dividend income rates. See the Portfolios Statement of Additional Information (the SAI) for a further discussion of the tax consequences related to securities lending. Each Portfolio will be entitled to recall a loaned security to vote proxies or otherwise obtain rights to vote proxies of loaned securities if the Portfolio knows that a material event will occur. In the event of the bankruptcy of the borrower, the Fund could experience delay in recovering the loaned securities or only recover cash or a security of equivalent value. See Principal Risks Securities Lending for a discussion of the risks related to securities lending.
For the fiscal year ended October 31, 2016, the following Portfolios received the following net revenues from a securities lending program, which constituted a percentage of the average daily net assets of the Portfolio (see Securities Loans ):
Portfolio | Net Revenue |
Percentage
of Net Assets |
||||||||
U.S. Social Core Equity 2 Portfolio | $ | [ ] | [ ]% | |||||||
U.S. Sustainability Core 1 Portfolio | $ | [ ] | [ ]% | |||||||
International Sustainability Core 1 Portfolio | $ | [ ] | [ ]% | |||||||
International Social Core Equity Portfolio | $ | [ ] | [ ]% | |||||||
Emerging Markets Social Core Equity Portfolio | $ | [ ] | [ ]% |
The Advisor serves as investment advisor to each of the Portfolios. Pursuant to an Investment Management Agreement with the Fund on behalf of each Portfolio, the Advisor is responsible for the management of each of the Portfolios assets. Each of the Portfolios is managed using a team approach. The investment team includes the Investment Committee of the Advisor, portfolio managers, and trading personnel.
The Investment Committee is composed primarily of certain officers and directors of the Advisor who are appointed annually. As of the date of this Prospectus, the Investment Committee has ten members. Investment strategies for the Portfolios are set by the Investment Committee, which meets on a regular basis and also as needed to consider investment issues. The Investment Committee also sets and reviews all investment related policies and procedures and approves any changes in regards to approved countries, security types, and brokers.
In accordance with the team approach used to manage the Portfolios, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding the Portfolios based on the parameters established by the Investment Committee. The individuals named in a Portfolios INVESTMENT ADVISOR/PORTFOLIO MANAGEMENT section coordinate the efforts of all other portfolio managers or trading personnel with respect to the day-to-day management of such Portfolio.
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Mr. Chi is a Senior Portfolio Manager and Vice President of the Advisor and the Chairman of the Investment Committee. Mr. Chi has an MBA and BS from the University of California, Los Angeles and also a JD from the University of Southern California. Mr. Chi joined the Advisor as a portfolio manager in 2005 and has been responsible for the international equity portfolios since 2010 and domestic equity portfolios since 2012.
Mr. Fogdall is a Senior Portfolio Manager and Vice President of the Advisor and a member of the Investment Committee. Mr. Fogdall has an MBA from the University of California, Los Angeles and a BS from Purdue University. Mr. Fogdall joined the Advisor as a portfolio manager in 2004 and has been responsible for the international equity portfolios since 2010 and domestic equity portfolios since 2012.
Mr. Gray is Head of Global Equity Trading and a Vice President of the Advisor 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 Advisor in 1995, was a Portfolio Manager from 1995 to 2005, and has been Head of Global Equity Trading since 2006 and responsible for the international and domestic equity portfolios since 2012.
Mr. Singh is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Singh received his MBA from the University of Chicago and his BA from the University of California, Los Angeles. Mr. Singh joined the Advisor originally in 2003, has been a portfolio manager since 2012 and has been responsible for the international equity portfolios since 2015.
Mr. Pu is a Senior Portfolio Manager and Vice President of the Advisor. Mr. Pu has an MBA from the University of California, Los Angeles, an MS and PhD from Caltech, and a BS from Cooper Union for the Advancement of Science and Art. Mr. Pu joined the Advisor as a portfolio manager in 2006 and has been responsible for the International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio since 2015.
The SAI for the Fund provides information about each portfolio managers compensation, other accounts managed by the portfolio manager, and the portfolio managers ownership of Fund shares.
The Advisor provides each Portfolio with a trading department and selects brokers and dealers to effect securities transactions. Securities transactions are placed with a view to obtaining best price and execution. A discussion regarding the basis for the Board approving the Investment Management Agreements with respect to each Portfolio is available in the semi-annual report for the Portfolios for the fiscal period ending April 30, 2016. The Advisors address is 6300 Bee Cave Road, Building One, Austin, TX, 78746. The Advisor has been engaged in the business of providing investment management services since May 1981. The Advisor is currently organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. As of January 31, 2017, assets under management for all Dimensional affiliated advisors totaled approximately $[ ] billion.
The Fund bears all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Advisor on its behalf. The expenses payable by the Fund shall include, but are not limited to: services of its independent registered public accounting firm, legal counsel to the Fund and its disinterested trustees/directors, fees and expenses of disinterested trustees/directors, employees and consultants, accounting and pricing costs (including the daily calculations of net asset value), brokerage fees, commissions and transfer taxes in connection with the acquisition and disposition of portfolio securities, taxes and other governmental fees levied against the Fund, insurance premiums, investment fees and expenses of the Fund, including the interest expense of borrowing money, the costs incidental to meetings of its shareholders and trustees/directors, the cost of filing its registration statements under the federal securities laws and the cost of any other filings required under federal and state securities laws, the costs of preparing, printing and mailing proxies, shareholder reports, prospectuses, statements of additional information and other fund documents, transfer and dividend disbursing agency, administrative services and custodian fees, including the expenses of issuing, repurchasing or redeeming its shares, fees and expenses of securities lending agents and the oversight of the securities lending activities of the Fund, fees and expenses associated with trade administration oversight services with respect to reconciliations and the oversight of settlement and collateral management, litigation, regulatory examinations/proceedings and other extraordinary or nonrecurring expenses,
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and other expenses properly payable by the Fund, except as provided in the Fee Waiver Agreements for certain classes of the Portfolios. Expenses allocable to a particular portfolio of the Fund are so allocated. The expenses of the Fund which are not allocable to a particular portfolio are borne by each portfolio on the basis of its relative net assets or equally.
The Annual Fund Operating Expenses table describes the fees incurred by the U.S. Social Core Equity 2 Portfolio for the services provided by the Advisor for the fiscal year ended October 31, 2016. The Management Fee listed in the table for the Portfolio provides the investment management fee that was payable by the Portfolio to the Advisor. The Advisor, not the International Portfolios, compensates the sub-advisors.
The Annual Fund Operating Expenses tables for the U.S. Sustainability Core 1 Portfolio, International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio describe the management fee to be paid by each Portfolio as a result of a decrease in the management fee payable by each Portfolio effective February 28, 2017. The rate of the management fee payable to the Advisor by the U.S. Sustainability Core 1 Portfolio was reduced from 0.29% to 0.23% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017. The rate of the management fee payable to the Advisor by the International Sustainability Core 1 Portfolio was reduced from 0.42% to 0.30% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017. The rate of the management fee payable to the Advisor by the International Social Core Equity Portfolio was reduced from 0.37% to 0.29% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017. The rate of the management fee payable to the Advisor by the Emerging Markets Social Core Equity Portfolio was reduced from 0.55% to 0.47% of the Portfolios average daily net assets on an annualized basis effective February 28, 2017.
Sub-Advisors
The Advisor has entered into Sub-Advisory Agreements with Dimensional Fund Advisors Ltd. (DFAL) and DFA Australia Limited (DFA Australia), respectively, with respect to the International Portfolios. Pursuant to the terms of each Sub-Advisory Agreement, DFAL and DFA Australia each have the authority and responsibility to select brokers or dealers to execute securities transactions for the International Portfolios. Each Sub-Advisors duties include the maintenance of a trading desk and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor will review the holdings of each International Portfolio and review the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities that are eligible for purchase and sale by an International Portfolio and may delegate this task, subject to its own review, to DFAL and DFA Australia. DFAL and DFA Australia maintain and furnish to the Advisor information and reports on securities of companies in certain markets, including recommendations of securities to be added to the securities that are eligible for purchase by each International Portfolio, as well as making recommendations and elections on corporate actions. The Advisor controls DFAL and DFA Australia. DFA Australia is a U.S. federally registered investment advisor located at Level 43 Gateway, 1 Macquarie Place, Sydney, New South Wales 2000, Australia. DFAL is a U.S. federally registered investment advisor located at 20 Triton Street, Regents Place, London NW13BF, United Kingdom. DFAL is a member of the Financial Conduct Authority, a self-regulatory organization for investment managers operating under the laws of England.
Manager of Managers Structure
The Advisor and the Fund have applied for an exemptive order from the SEC for a manager of managers structure that will allow the Advisor to appoint, replace or change, without prior shareholder approval, but subject to Board approval, sub-advisors that are controlled by the Advisor (i.e., the Advisor holds the right to vote over 50% of the sub-advisors outstanding voting securities) (Dimensional Controlled Sub-advisors). The Board only will approve a change with respect to sub-advisors if the Directors conclude that such arrangements would be in the best interests of the shareholders of the International Portfolios (the MOM-Eligible Portfolios). As described above, DFA Australia and/or DFAL, each a Dimensional Controlled Sub-advisor, currently serve as sub-advisors to each MOM-Eligible Portfolio. If a new Dimensional Controlled Sub-advisor is hired for a MOM-Eligible Portfolio, shareholders will receive information about the new sub-advisor within 90 days of the change.
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The exemptive order will allow greater flexibility for the Advisor to utilize, if desirable, personnel throughout the worldwide organization enabling a MOM-Eligible Portfolio to operate more efficiently. The Advisor will not hire unaffiliated sub-advisors and will not request the ability to do so in its application to the SEC for an exemptive order to allow the manager of managers structure.
The use of the manager of managers structure with respect to a MOM-Eligible Portfolio may be subject to certain conditions set forth in the SEC exemptive order. There can be no assurance that the SEC will grant the application for an exemptive order. Unless and until any such exemptive order is obtained, any appointment or replacement of sub-advisors would require shareholder approval.
FEE WAIVER AND EXPENSE ASSUMPTION AGREEMENT
Pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement (the Fee Waiver Agreement), the Advisor has contractually agreed to waive certain fees, including management fees, and in certain instances, assume certain expenses of the Portfolios, as described below. The Fee Waiver Agreement for the Portfolios described below will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor.
U.S. Social Core Equity 2 Portfolio
The Advisor has contractually agreed to waive all or a portion of its management fee to the extent necessary to reduce the U.S. Social Core Equity 2 Portfolios ordinary operating expenses (excluding expenses incurred through its investment in other investment companies) (Portfolio Expenses) of a class of the U.S. Social Core Equity 2 Portfolio so that such Portfolio Expenses, on an annualized basis, do not exceed 0.60% for a class of the Portfolio (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the U.S. Social Core Equity 2 Portfolio are less than the Expense Limitation Amount of a class of the Portfolio, the Advisor retains the right to recover fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The U.S. Social Core Equity 2 Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months prior to the date of such reimbursement.
U.S. Sustainability Core 1 Portfolio
International Sustainability Core 1 Portfolio
International Social Core Equity Portfolio
Emerging Markets Social Core Equity Portfolio
The Advisor has contractually agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of each of the Portfolios listed below (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio listed below, on an annualized basis, to the rates listed below as a percentage of a class of the respective Portfolios average net assets (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of a Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover for any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified below. A Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement.
Portfolio |
Expense
Amount |
||||
U.S. Sustainability Core 1 Portfolio | 0.25% | ||||
International Sustainability Core 1 Portfolio | 0.38% | ||||
International Social Core Equity Portfolio | 0.38% | ||||
Emerging Markets Social Core Equity Portfolio | 0.57% |
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Dividends, Capital Gains Distributions and Taxes
Dividends and Distributions. Each Portfolio intends to qualify each year as a regulated investment company under the Internal Revenue Code of 1986, as amended (the Code). As a regulated investment company, a Portfolio generally pays no federal income tax on the income and gains it distributes to you. Dividends from net investment income of a Portfolio are distributed quarterly (on a calendar basis) and any net realized capital gains (after any reductions for available capital loss carryforwards) are distributed annually, typically in December. A Portfolio may distribute such income dividends and capital gains more frequently, if necessary, in order to reduce or eliminate federal excise or income taxes on the Portfolio.
Capital gains distributions may vary considerably from year to year as a result of a Portfolios normal investment activities and cash flows. During a time of economic volatility, a Portfolio may experience capital losses and unrealized depreciation in value of investments, the effect of which may be to reduce or eliminate capital gains distributions for a period of time. The Portfolio may be required to distribute taxable realized gains from a prior year, even if the Portfolio has a net realized loss for the year of distribution.
You will automatically receive all income dividends and capital gains distributions in additional shares of the Portfolio whose shares you hold at net asset value (as of the business date following the dividend record date), unless, upon written notice to the Advisor and completion of account information, you select one of the options listed below:
Income Optionto receive income dividends in cash and capital gains distributions in additional shares at net asset value.
Capital Gains Optionto receive capital gains distributions in cash and income dividends in additional shares at net asset value.
Cash Optionto receive both income dividends and capital gains distributions in cash.
Annual Statements. Each year, you will receive a statement that shows the tax status of distributions you received the previous calendar year. Distributions declared in December to shareholders of record in such month, but paid in January, are taxable as if they were paid in December.
Avoid Buying A Dividend. At the time you purchase your Portfolio shares, a Portfolios net asset value may reflect undistributed income or undistributed capital gains. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable. Buying shares in a Portfolio just before it declares an income dividend or capital gains distribution is sometimes known as buying a dividend. In addition, a Portfolios net asset value may, at any time, reflect net unrealized appreciation, which may result in future taxable distributions to you.
Tax Considerations. In general, if you are a taxable investor, Portfolio distributions are taxable to you as ordinary income, capital gains, or some combination of both. This is true whether you reinvest your distributions in additional Portfolio shares or receive them in cash.
For federal income tax purposes, Portfolio distributions of short-term capital gains are taxable to you at ordinary income rates. Portfolio distributions of long-term capital gains are taxable to you at long-term capital gain rates no matter how long you have owned your shares. A portfolio with a high portfolio turnover rate (a measure of how frequently assets within a portfolio are bought and sold) is more likely to generate short-term capital gains than a portfolio with a low portfolio turnover. A portion of income dividends reported by a Portfolio as qualified dividend income may be eligible for taxation by individual shareholders at long-term capital gain rates provided certain holding period requirements are met.
Compared to other types of investments, derivatives may be less tax efficient. For example, the use of derivatives by a Portfolio may cause the Portfolio to realize higher amounts of ordinary income or short-term capital gain, distributions from which are taxable to individual shareholders at ordinary income tax rates rather than at the more favorable tax rates for long-term capital gains. Changes in government regulation of derivative instruments could affect the character, timing and amount of a Portfolios taxable income or gains, and may limit or prevent the Portfolio
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from using certain types of derivative instruments as a part of its investment strategy. A Portfolios use of derivatives also may be limited by the requirements for taxation of the Portfolio as a regulated investment company.
If a Portfolio qualifies to pass through to you the tax benefits from foreign taxes it pays on its investments, and elects to do so, then any foreign taxes it pays on these investments will be treated as paid by you. You will then be entitled either to deduct your share of these taxes in computing your taxable income, or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders).
Sale or Redemption of Portfolio Shares . The sale of shares of a Portfolio is a taxable event and may result in a capital gain or loss to you. Capital gain or loss may be realized from an ordinary redemption of shares or an exchange of shares between two Portfolios. Any loss incurred on the sale or exchange of a Portfolios shares, held for six months or less, will be treated as a long-term capital loss to the extent of capital gain dividends received with respect to such shares.
A Portfolio is required to report to you and the Internal Revenue Service annually on Form 1099-B not only the gross proceeds of Portfolio shares you sell or redeem but also the cost basis for shares purchased or acquired on or after January 1, 2012. Cost basis will be calculated using the Portfolios default method of average cost, unless you instruct a Portfolio to use a different calculation method. Shareholders should carefully review the cost basis information provided by a Portfolio and make any additional basis, holding period or other adjustments that are required when reporting these amounts on their federal income tax returns. If your account is held by your investment representative (financial advisor or other broker), please contact that representative with respect to reporting of cost basis and available elections for your account. Tax-advantaged retirement accounts will not be affected.
Medicare Tax . An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions received from a Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares) of U.S. individuals, estates and trusts to the extent that such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds a threshold amount. This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Backup Withholding . By law, a Portfolio may be required to withhold 28% of taxable dividends, capital gains distributions, and redemption proceeds paid to you if you do not provide your proper taxpayer identification number and certain required certifications. You may avoid this withholding requirement by providing and certifying on the account registration form your correct Taxpayer Identification Number and by certifying that you are not subject to backup withholding and are a U.S. person (including a U.S. resident alien). A Portfolio must also withhold if the Internal Revenue Service instructs it to do so.
State and Local Taxes . In addition to federal taxes, you may be subject to state and local taxes on distributions from a Portfolio and on gains arising on redemption or exchange of a Portfolios shares. Distributions of interest income and capital gains realized from certain types of U.S. Government securities may be exempt from state personal income taxes.
Non-U.S. Investors. Non-U.S. investors may be subject to U.S. withholding tax, at either a 30% statutory rate or a lower rate if you are a resident of a country that has a tax treaty with the U.S., and are subject to special U.S. tax certification requirements to avoid backup withholding and claim any treaty benefits. Exemptions from U.S. withholding tax are provided for capital gain dividends paid by a Portfolio from long-term capital gains, if any, interest-related dividends paid by a Portfolio from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any such dividends and distributions of income and capital gains will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person. Non-U.S. investors also may be subject to U.S. estate tax.
Other Reporting and Withholding Requirements. Under the Foreign Account Tax Compliance Act (FATCA), a Portfolio will be required to withhold a 30% tax on payments or distributions made by a Portfolio to certain foreign entities, referred to as foreign financial institutions or non-financial foreign entities, that fail to comply (or be deemed compliant) with extensive reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts: (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions and the proceeds arising from the sale of Portfolio shares. A Portfolio may disclose the information that it receives from its shareholders to
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the Internal Revenue Service, non-U.S. taxing authorities or other parties as necessary to comply with FATCA or similar laws. Withholding also may be required if a foreign entity that is a shareholder of a Portfolio fails to provide the Portfolio with appropriate certifications or other documentation concerning its status under FATCA.
This discussion of DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES is not intended or written to be used as tax advice. Because everyones tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in a Portfolio. Prospective investors should also consult the SAI.
Electronic Shareholder Information
In order to conserve natural resources, which the Advisor understands is an important consideration of the shareholders of the Portfolios, shareholders, when opening an account through a financial intermediary that provides electronic delivery, are encouraged to consent to the acceptance of all shareholder information about the Portfolio(s) in which the shareholders invest, through electronic delivery. Shareholder information includes prospectuses, statements of additional information, annual and semi-annual reports, confirmations and statements. Additionally, the Portfolios Web site address is http://us.dimensional.com. The current Prospectus of the Portfolios is available for viewing and printing on the Web site. An interruption in transmissions over the Internet generally or a problem in the transmission of the Portfolios Web site in particular could result in a delay or interruption in the ability of shareholders to access the Web site.
Investors who do not already have an agreement in place with the Fund may purchase Institutional Class shares of any Portfolio by first contacting the Portfolios transfer agent at (888) 576-1167. Investors that invest through a financial intermediary should contact such intermediary with regard to purchase instructions. The Portfolios generally are available for investment only by institutional clients, clients of registered investment advisors, clients of financial institutions, and a limited number of certain other investors, each as approved from time to time by the Advisor (Eligible Investors). Eligible Investors include employees, former employees, shareholders and directors of the Advisor and the Fund and friends and family members of such persons. The Portfolios generally are available for investment only to U.S. citizens, U.S. residents, and U.S. domestic corporations, partnerships, trusts, or other entities. For purposes of this limitation, U.S. citizens and U.S. residents must reside in the U.S. and U.S. domestic corporations, partnerships, trusts, and other entities must have a U.S. address of record. All investments are subject to approval of the Advisor, and all investors must complete and submit the necessary account registration forms in good order. The Fund reserves the right to reject any initial or additional investment and to suspend the offering of shares of any Portfolio.
All purchases must be received in good order. Good order with respect to the purchase of shares means that (1) a fully completed and properly signed Account Registration Form and any additional supporting legal documentation required by the Advisor and/or transfer agent have been received in legible form, and (2) the transfer agent has been notified of the purchase, no later than the close of regular trading on the NYSE (normally, 4:00 p.m. ET) (Market Close) on the day of the purchase. It is the investor or financial intermediarys responsibility to ensure notification is received in good order by the transfer agent prior to the Market Close on the purchase date.
Under certain conditions, Portfolios may accept and process purchase orders after the close of the NYSE on days that the NYSE unexpectedly closes early and may accept orders on a business day that the NYSE is unexpectedly closed. All orders will be processed at the next determined net asset value per share.
Payment
Payment of the total amount due should be made in U.S. dollars. If your payment is not received on settlement date, your purchase may be canceled. If an order to purchase shares must be canceled due to nonpayment, the
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purchaser will be responsible for any loss incurred by the Fund arising out of such cancellation. To recover any such loss, the Fund reserves the right to redeem shares owned by any purchaser whose order is canceled, and such purchaser may be prohibited or restricted in the manner of placing further orders.
Purchase by wire or check
Wire. Investors having an account with a bank that is a member or a correspondent of a member of the Federal Reserve System may purchase shares by wire after providing notification to the transfer agent by fax or telephone. The transfer agent can be reached by phone at (888) 576-1167. Notification must include the account number, account name, Portfolio number, trade date and purchase amount. On or before settlement date, the investor paying by wire must request their bank to transmit immediately available funds (federal funds) by wire to the Funds custodian for the account of DFA Investment Dimensions Group Inc. (specify the Portfolio). Additional investments also may be made through the wire procedure by first notifying the transfer agent. If your payment is not received on settlement date, your purchase may be canceled.
Check. Investors who wish to purchase shares of any Portfolio by check should first call the Portfolios transfer agent at (888) 576-1167 for additional instructions. Checks should be made payable to Dimensional Funds. Reference the name of the Portfolio in which you wish to invest.
Shares also may be purchased and sold by individuals through securities firms that may charge a service fee or commission for such transactions. No such fee or commission is charged on shares that are purchased or redeemed directly from the Fund. Investors who are clients of investment advisory organizations may also be subject to investment advisory fees under their own arrangements with such organizations.
If accepted by the Fund, shares of a Portfolio may be purchased in exchange for securities that are eligible for acquisition by the Portfolio or otherwise represented in its portfolio as described in this Prospectus or as otherwise consistent with the Funds policies and procedures or, in the case of the International Portfolios, in exchange for local currencies in which such securities of the International Portfolios are denominated. Securities and local currencies accepted by the Fund for exchange and Portfolio shares to be issued in the exchange will be valued as set forth under VALUATION OF SHARES at the time of the next determination of net asset value after such acceptance. All dividends, interests, subscription, or other rights pertaining to such securities shall become the property of the Portfolio and must be delivered to the Fund by the investor upon receipt from the issuer. Investors who desire to purchase shares of the International Portfolios with local currencies should first contact the Advisor.
The Fund will not accept securities in exchange for shares of a Portfolio unless: (1) such securities are, at the time of the exchange, eligible to be included, or otherwise represented, in the Portfolio and current market values are available for such securities based on the Funds valuation procedures; (2) the investor represents and agrees that all securities offered to be exchanged are not subject to any restrictions upon their sale by the Portfolio under the Securities Act of 1933 or under the laws of the country in which the principal market for such securities exists, or otherwise; and (3) at the discretion of the Fund, the value of any such security (except U.S. government securities) being exchanged, together with other securities of the same issuer owned by the Portfolio, may not exceed 5% of the net assets of the Portfolio immediately after the transaction.
A gain or loss for federal income tax purposes will generally be realized by investors who are subject to federal taxation upon the exchange depending upon the cost of the securities or local currency exchanged. Investors interested in such exchanges should contact the Advisor. Purchases of shares will be made in full and fractional shares calculated to three decimal places. In the interest of economy and convenience, certificates for shares will not be issued.
Policy Regarding Excessive or Short-Term Trading
Each Portfolio is designed for long-term investors and is not intended for investors that engage in excessive short-term trading activity that may be harmful to the Portfolio, including but not limited to market timing.
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Short-term or excessive trading into and out of a Portfolio can disrupt portfolio management strategies, harm performance, and increase Portfolio expenses for all shareholders, including long-term shareholders who do not generate these costs.
In addition, the nature of the International Portfolios holdings may present opportunities for a shareholder to engage in a short-term trading strategy that exploits possible delays between changes in the price of the International Portfolios holdings and the reflection of those changes in the International Portfolios net asset value (called arbitrage market timing). Such delays may occur because the International Portfolios have significant investments in foreign securities where, due to time zone differences, the values of those securities are established some time before the International Portfolios calculate their net asset value. In such circumstances, the available market prices for such foreign securities may not accurately reflect the latest indications of value at the time the International Portfolios calculate their net asset value. There is a possibility that arbitrage market timing may dilute the value of the International Portfolios shares if redeeming shareholders receive proceeds (and purchasing shareholders receive shares) based upon a net asset value that does not reflect appropriate fair value prices.
The Board of the Fund has adopted a policy (the Trading Policy) and the Advisor and DFA Securities LLC (collectively, Dimensional) and Dimensionals agents have implemented the following procedures, which are designed to discourage and prevent market timing or excessive short-term trading in the Portfolio: (i) trade activity monitoring and purchase blocking procedures, and (ii) use of fair value pricing.
The Fund, Dimensional and their agents monitor trades and flows of money in and out of the Portfolios from time to time in an effort to detect excessive short-term trading activities, and for consistent enforcement of the Trading Policy. The Fund reserves the right to take the actions necessary to stop excessive or disruptive trading activities, including refusing or canceling purchase or exchange orders for any reason, without prior notice, particularly purchase or exchange orders that the Fund believes are made on behalf of market timers. The Fund, Dimensional and their agents reserve the right to restrict, refuse or cancel any purchase or exchange request made by an investor indefinitely if the Fund or Dimensional believes that any combination of trading activity in the accounts is potentially disruptive to a Portfolio. In making such judgments, the Fund and Dimensional seek to act in a manner that is consistent with the interests of shareholders. For purposes of applying these procedures, Dimensional may consider an investors trading history in a Portfolio, and accounts under common ownership, influence or control.
In addition to the Funds general ability to restrict potentially disruptive trading activity as described above, the Fund also has adopted purchase blocking procedures. Under the Funds purchase blocking procedures, where an investor has engaged in any two purchases and two redemptions (including redemptions that are part of an exchange transaction) in a Portfolio in any rolling 30 calendar day monitoring period (i.e., two round trips), the Fund and Dimensional intend to block the investor from making any additional purchases in the Portfolio for 90 calendar days (a purchase block). If implemented, a purchase block will begin at some point after the transaction that caused the investor to have engaged in the prohibited two round-trips is detected by the Fund, Dimensional, or their agents. The Fund and Dimensional are permitted to implement a longer purchase block, or permanently bar future purchases by an investor, if they determine that it is appropriate.
Under the Funds purchase blocking procedures, the following purchases and redemptions will not trigger a purchase block: (i) purchases and redemptions of shares having a value in each transaction of less than $25,000; (ii) purchases and redemptions by U.S. registered investment companies that operate as funds of funds and non-U.S. investment companies that operate as fund of funds that the Fund or Dimensional, in their sole discretion, have determined are not designed and/or are not serving as vehicles for excessive short-term or other disruptive trading (in each case, the fund of funds shall agree to be subject to monitoring by Dimensional); (iii) purchases and redemptions by a feeder portfolio of a master funds shares; (iv) systematic or automated transactions where the shareholder, financial advisor or investment fiduciary does not exercise direct control over the investment decision; (v) retirement plan contributions, loans, loan repayments and distributions (including hardship withdrawals) identified as such in the retirement plan recordkeepers system; (vi) purchase transactions involving transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations; (vii) purchases of shares with Portfolio dividends or capital gain distributions; (viii) transfers and reregistrations of shares within a Portfolio; and (ix) transactions by 529 Plans. Notwithstanding the Funds purchase blocking procedures, all transactions in Portfolio shares are subject to the right of the Fund and Dimensional to restrict potentially disruptive trading activity (including purchases and redemptions described above that will not be subject to the purchase blocking procedures).
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The Fund, Dimensional or their designees will have the ability, pursuant to Rule 22c-2 under the Investment Company Act of 1940 (the 1940 Act), to request information from financial intermediaries, such as 401(k) plan administrators, trust companies and broker-dealers (together, Intermediaries), concerning trades placed in omnibus and other multi-investor accounts (together, Omnibus Accounts), in order to attempt to monitor trades that are placed by the underlying shareholders of these Omnibus Accounts. The Fund, Dimensional and their designees will use the information obtained from the Intermediaries to monitor trading in the Fund and to attempt to identify shareholders in Omnibus Accounts engaged in trading that is inconsistent with the Trading Policy or otherwise not in the best interests of the Fund. The Fund, Dimensional or their designees, when they detect trading patterns in shares of a Portfolio (or other portfolios of the Fund) that may constitute short-term or excessive trading, will provide written instructions to the Intermediary to restrict or prohibit further purchases or exchanges of shares of the Portfolio (and other portfolios of the Fund) by a shareholder that has been identified as having engaged in excessive or short-term transactions in the Portfolios shares (directly or indirectly through the Intermediarys account) that violate the Trading Policy.
The ability of the Fund and Dimensional to impose these limitations, including the purchase blocking procedures, on investors investing through Intermediaries is dependent on the receipt of information necessary to identify transactions by the underlying investors and the Intermediarys cooperation in implementing the Trading Policy. Investors seeking to engage in excessive short-term trading practices may deploy a variety of strategies to avoid detection, and despite the efforts of the Fund and Dimensional to prevent excessive short-term trading, there is no assurance that the Fund, Dimensional or their agents will be able to identify those shareholders or curtail their trading practices. The ability of the Fund, Dimensional and their agents to detect and limit excessive short-term trading also may be restricted by operational systems and technological limitations.
Transactions in certain rebalancing programs and asset allocation programs, or fund-of-funds products, may be exempt from the Trading Policy subject to approval by the CCO. In addition, the purchase blocking procedures will not apply to a redemption transaction in which a Portfolio distributes portfolio securities to a shareholder in-kind, where the redemption will not disrupt the efficient portfolio management of the Portfolio and the redemption is consistent with the interests of the remaining shareholders of the Portfolio.
The purchase blocking procedures of the Trading Policy do not apply to shareholders whose shares are held on the books of certain Intermediaries that have not expressly adopted procedures to implement this Policy. The Fund and Dimensional may work with Intermediaries to implement purchase blocking procedures or other procedures that the Fund and Dimensional determine are reasonably designed to achieve the objective of this Trading Policy. At the time the Intermediaries adopt these procedures, shareholders whose accounts are on the books of such Intermediaries will be subject to the Trading Policys purchase blocking procedures or another frequent trading policy that achieves the objective of the purchase blocking procedures. Investors that invest in a Portfolio through an Intermediary should contact the Intermediary for information concerning the policies and procedures that apply to the investor.
As of the date of this Prospectus, the ability of the Fund and Dimensional to apply the purchase blocking procedures on purchases by all investors and the ability of the Fund and Dimensional to monitor trades through Omnibus Accounts maintained by Intermediaries may be restricted due to systems limitations of both the Funds service providers and the Intermediaries. The Fund expects that the application of the Trading Policy as described above, including the purchase blocking procedures (subject to the limitations described above), will be able to be implemented by Intermediaries in compliance with Rule 22c-2 under the 1940 Act.
In addition to monitoring trade activity, the Board has adopted fair value pricing procedures that govern the pricing of the securities of the Portfolios. These procedures are designed to help ensure that the prices at which Portfolio shares are purchased and redeemed are fair, and do not result in dilution of shareholder interests or other harm to shareholders. See the discussion under VALUATION OF SHARESNet Asset Value for additional details regarding fair value pricing of the Portfolios securities.
Although the procedures are designed to discourage excessive short-term trading, none of the procedures individually nor all of the procedures taken together can completely eliminate the possibility that excessive short-term trading activity in a Portfolio may occur. The Portfolios do not knowingly accommodate excessive or disruptive trading activities, including market timing.
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The net asset value per share of each Portfolio is calculated after the close of the NYSE (normally, 4:00 p.m. ET) by dividing the total value of the Portfolios investments and other assets, less any liabilities, by the total outstanding shares of the stock of the respective Portfolio. Each Portfolio generally calculates its net asset value per share and accepts purchase and redemption orders on days that the NYSE is open for trading. Note: 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. ET.
The value of shares of each Portfolio will fluctuate in relation to its investment experience. Securities held by the Portfolios will be valued in accordance with applicable laws and procedures adopted by the Board, and generally, as described below.
Securities held by the Portfolios (including over-the-counter securities) are valued at the last quoted sale price of the day. Securities held by the Portfolios that are listed on Nasdaq are valued at the Nasdaq Official Closing Price (NOCP). If there is no last reported sales price or NOCP of the day, the Portfolios value the securities within the range of the most recent quoted bid and asked prices. Price information on listed securities is taken from the exchange where the security is primarily traded. Generally, securities issued by open-end investment companies are valued using their respective net asset values or public offering prices, as appropriate, for purchase orders placed at the close of the NYSE.
The value of the securities and other assets of the Portfolios for which no market quotations are readily available (including restricted securities), or for which market quotations have become unreliable, are determined in good faith at fair value in accordance with procedures adopted by the Board of the Fund. Fair value pricing may also be used if events that have a significant effect on the value of an investment (as determined in the discretion of the Advisor) occur before the net asset value is calculated. When fair value pricing is used, the prices of securities used by the Portfolios may differ from the quoted or published prices for the same securities on their primary markets or exchanges.
As of the date of this Prospectus, the International Portfolios will also fair value price in the circumstances described below. Generally, trading in foreign securities markets is completed each day at various times before the close of the NYSE. For example, trading in the Japanese securities markets is completed each day at the close of the Tokyo Stock Exchange (normally 2:00 a.m. ET), which is fourteen hours before to the close of the NYSE (normally 4:00 p.m. ET) and the time that the net asset value of the International Portfolios is computed. Due to the time differences between the closings of the relevant foreign securities exchanges and the time the International Portfolios price their shares at the close of the NYSE, the International Portfolios will fair value its foreign investments when it is determined that the market quotations for the foreign investments are either unreliable or not readily available. The fair value prices will attempt to reflect the impact of the U.S. financial markets perceptions and trading activities on the International Portfolios foreign investments since the last closing prices of the foreign investments were calculated on their primary foreign securities markets or exchanges. For these purposes, the Board of the Fund has determined that movements in relevant indices or other appropriate market indicators, after the close of the Tokyo Stock Exchange or the London Stock Exchange, demonstrate that market quotations may be unreliable, and may trigger fair value pricing. Consequently, fair valuation of portfolio securities may occur on a daily basis. The fair value pricing by the International Portfolios utilizes data furnished by an independent pricing service (and that data draws upon, among other information, the market values of foreign investments). When the International Portfolios use fair value pricing, the values assigned to the International Portfolios foreign investments may not be the quoted or published prices of the investments on their primary markets or exchanges. The Board of the Fund monitors the operation of the method used to fair value price the International Portfolios foreign investments.
Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. There can be no assurance that a Portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Portfolio determines its net asset value per share. As a result, the sale or redemption by a Portfolio of its shares at net asset value, at a time when a holding or holdings are valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
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The net asset value per share of the International Portfolios are expressed in U.S. dollars by translating the net assets of the International Portfolios using the mean of the most recent bid and asked prices for the dollar as quoted by generally recognized reliable sources. Since the International Portfolios own securities that are primarily listed on foreign exchanges that may trade on days when the International Portfolios do not price its shares, the net asset value of the International Portfolios may change on days when shareholders will not be able to purchase or redeem shares.
Certain of the securities holdings of the Emerging Markets Social Core Equity Portfolio may be subject to tax, investment, and currency repatriation regulations that could have a material effect on the values of the securities. For example, the Portfolio might be subject to different levels of taxation on current income and realized gains depending upon the holding period of the securities. In general, a longer holding period (e.g., 5 years) may result in the imposition of lower tax rates than a shorter holding period (e.g., 1 year). The Portfolio may also be subject to certain contractual arrangements with investment authorities in an Approved Market that require the Portfolio to maintain minimum holding periods or to limit the extent of repatriation of income and realized gains.
Futures contracts are valued using the settlement price established each day on the exchange on which they are traded. The value of such futures contracts held by the Portfolios is determined each day as of such close.
Provided that the transfer agent has received the investors purchase order in good order as described in PURCHASE OF SHARES , shares of the Portfolio selected will be priced at the public offering price, which is the net asset value of the shares next determined after receipt of such order. The transfer agent or the Fund may appoint, from time to time, sub-transfer agents or various financial intermediaries (Intermediaries) for the receipt of purchase orders, redemption orders, and funds from certain investors. Intermediaries, in turn, are authorized to designate other financial intermediaries (Sub-designees) to receive purchase and redemption orders for the Portfolios shares from investors. With respect to such investors, the shares of a Portfolio will be priced at the public offering price calculated after receipt of the purchase order by the Intermediary or Sub-designee, as applicable, that is authorized to receive purchase orders. If the investor buys shares through an Intermediary or Sub-designee, the purchase price will be the public offering price next calculated after the Intermediary or Sub-designee, as applicable, receives the order, rather than on the day the custodian receives the investors payment (provided that the Intermediary or Sub-designee, as applicable, has received the investors purchase order in good order, and the investor has complied with the Intermediarys or Sub-designees payment procedures). No reimbursement fee or sales charge is imposed on purchases. If an order to purchase shares must be canceled due to non-payment, the purchaser will be responsible for any loss incurred by a Portfolio arising out of such cancellation. The Fund reserves the right to redeem shares owned by any purchaser whose order is canceled to recover any resulting loss to a Portfolio and may prohibit or restrict the manner in which such purchaser may place further orders.
Investors may exchange shares of a Portfolio for shares of another portfolio by first contacting the Portfolios transfer agent at (888) 576-1167 to notify the transfer agent of the proposed exchange and then sending a letter of instruction to the transfer agent by Fax at 888-985-2758. Shareholders that invest in a Portfolio through a financial intermediary should contact their financial intermediary for information regarding exchanges.
Exchanges are accepted into those Portfolios that are eligible for the exchange privilege, subject to the purchase requirement set forth in the applicable Portfolios prospectus. Investors may contact the transfer agent at the above-listed phone number for more information on such exchanges, for a list of those Portfolios that accept exchanges, and to request a copy of the prospectuses of other Portfolios of the Fund or Dimensional Investment Group Inc. that may be offered in an exchange. There is no fee imposed on an exchange. However, the Fund reserves the right to impose an administrative fee in order to cover the costs incurred in processing an exchange. Any such fee will be disclosed in the Prospectus. An exchange is treated as a redemption and a purchase. Therefore, an investor could realize a taxable gain or a loss on the transaction. The Fund reserves the right to revise or terminate the exchange privilege, or limit the amount of or reject any exchange, as deemed necessary, at any time.
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The exchange privilege is not intended to afford shareholders 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 Portfolios or otherwise adversely affect the Fund, any proposed exchange is subject to the approval of the Advisor. Such approval will depend on: (i) the size of the proposed exchange; (ii) the prior number of exchanges by that shareholder; (iii) the nature of the underlying securities and the cash position of the portfolios involved in the proposed exchange; (iv) the transaction costs involved in processing the exchange; and (v) the total number of redemptions by exchange already made out of a Portfolio. Excessive use of the exchange privilege is defined as any pattern of exchanges among portfolios by an investor that evidences market timing.
The redemption and purchase prices of shares redeemed and purchased by exchange, respectively, are the net asset values next determined after the transfer agent has received a letter of instruction in good order. Good order means a completed letter of instruction specifying the dollar amount to be exchanged, signed by all registered owners (or representatives thereof) of the shares; and if the Fund does not have on file the authorized signatures for the account, proof of authority. Exchanges will be accepted only if the shares of the portfolio being acquired are registered in the investors state of residence.
Investors who desire to redeem shares of a Portfolio must first contact the Portfolios transfer agent at (888) 576-1167. Shareholders who invest in the Portfolios through a financial intermediary should contact their financial intermediary regarding redemption procedures. Each Portfolio will redeem shares at the net asset value of such shares next determined, after receipt of a written request for redemption in good order, by the transfer agent (or by an Intermediary or a Sub-designee, if applicable). Good order means that the request to redeem shares must include all necessary documentation, to be received in writing by the transfer agent no later than the close of regular trading on the NYSE (normally, 4:00 p.m. ET) (Market Close), including but not limited to, a letter of instruction specifying the number of shares or dollar amount to be redeemed, signed by all registered owners (or representatives thereof) of the shares and, if the Fund does not have on file the authorized signatures for the account, proof of authority. It is the investor or financial intermediarys responsibility to ensure notification is received in good order by the transfer agent prior to the Market Close on the redemption date.
Under certain conditions, Portfolios may accept and process redemption orders after the close of the NYSE on days that the NYSE unexpectedly closes early and may accept orders on a business day that the NYSE is unexpectedly closed. All orders will be processed at the next determined net asset value per share.
Shareholders redeeming shares who do not already have an agreement in place with the Fund and have authorized redemption payment by wire in writing, may request that redemption proceeds be paid in federal funds wired to the bank they have designated in writing. The Fund reserves the right to send redemption proceeds by check in its discretion; a shareholder may request overnight delivery of such check at the shareholders own expense. If the proceeds are to be wired to a bank account that differs from the standing instructions on file, or paid by check to an address other than the address of record, the transfer agent may request a Medallion Signature Guarantee. If the proceeds are wired to the shareholders account at a bank that is not a member of the Federal Reserve System, there could be a delay in crediting the funds to the shareholders bank account. The Fund reserves the right at any time to suspend or terminate the redemption by wire procedure after prior notification to shareholders. No fee is charged for redemptions. The redemption of all shares in an account will result in the account being closed. A new Account Registration Form will be required for future investments. See PURCHASE OF SHARES . In the interests of economy and convenience, certificates for shares are not issued.
Under certain circumstances and when deemed in the best interest of a Portfolio, redemption proceeds may take up to seven calendar days to be sent after receipt of the redemption request. In addition, with respect to investors redeeming shares that were purchased by check, payment will not be made until the Fund can verify that the payments for the purchase have been, or will be, collected, which may take up to ten days or more. Investors may avoid this delay by submitting a certified check along with the purchase order.
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With respect to each Portfolio, the Fund reserves the right to redeem an account if the value of the shares in a specific Portfolio is $500 or less. Before the Fund involuntarily redeems shares from such an account and sends the proceeds to the shareholder, the Fund will give written notice of the redemption to the shareholder at least sixty days before the redemption date. The shareholder will then have sixty days from the date of the notice to make an additional investment in order to bring the value of the shares in the account for a specific Portfolio to more than $500 and avoid such involuntary redemption. The redemption price to be paid to a shareholder for shares redeemed by the Fund under this right will be the aggregate net asset value of the shares in the account at the close of business on the redemption date. This right to redeem small accounts applies to accounts established with the Funds transfer agent.
When in the best interests of a Portfolio, it may make a redemption payment, in whole or in part, by a distribution of portfolio securities that the Portfolio owns in lieu of cash. Such distributions will be made in accordance with the federal securities laws and regulations governing mutual funds. Investors may incur brokerage charges and other transaction costs selling securities that were received in payment of redemptions. Each International Portfolio also reserves the right to redeem its shares in the currencies in which its investments are denominated. Investors may incur brokerage charges and other transaction costs in selling such securities and converting such currencies to dollars. Also, the value of foreign securities or currencies may be affected by currency exchange fluctuations.
Disclosure of Portfolio Holdings
Each Portfolio generally will disclose up to its 25 largest portfolio holdings (other than cash and cash equivalents) and the percentages that each of these largest portfolio holdings represent of the total assets of the Portfolio, as of the most recent month-end, online at the Advisors public Web site, http://us.dimensional.com , within 20 days after the end of each month. Each Portfolio also generally will disclose its complete portfolio holdings (other than cash and cash equivalents), as of month-end, online at the Advisors public Web site, 30 days following the month-end or more frequently and at different periods when authorized in accordance with the Portfolios policies and procedures. Please consult the SAI for a description of the other policies and procedures that govern disclosure of the portfolio holdings by the Portfolios.
Delivery of Shareholder Documents
To eliminate duplicate mailings and reduce expenses, the Portfolios may deliver a single copy of certain shareholder documents, such as this Prospectus and annual and semi-annual reports, to related shareholders at the same address, even if accounts are registered in different names. This practice is known as householding. The Portfolios will not household personal information documents, such as account statements. If you do not want the mailings of these documents to be combined with those of other members of your household, please call the transfer agent at (888) 570-1167. We will begin sending individual copies of the shareholder documents to you within 30 days of receiving your request.
The Financial Highlights table is meant to help you understand each Portfolios financial performance for the past five years or, if shorter, the period of that Portfolios operations, as indicated by the table. The total returns in the table represent the rate that you would have earned (or lost) on an investment in the Portfolio, assuming reinvestment of all dividends and distributions. This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the Portfolios annual financial statements, are included in the Funds annual report which is available upon request.
47
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Social Core Equity 2 Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 13.18 | $ | 12.10 | $ | 9.31 | $ | 8.32 | $ | 7.83 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.21 | 0.19 | 0.18 | 0.14 | 0.11 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.15 | ) | 1.29 | 2.87 | 0.98 | 0.48 | ||||||||||||||
Total From Investment Operations |
0.06 | 1.48 | 3.05 | 1.12 | 0.59 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.20 | ) | (0.17 | ) | (0.17 | ) | (0.13 | ) | (0.10 | ) | ||||||||||
Net Realized Gains |
(0.25 | ) | (0.23 | ) | (0.09 | ) | | | ||||||||||||
Total Distributions |
(0.45 | ) | (0.40 | ) | (0.26 | ) | (0.13 | ) | (0.10 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 12.79 | $ | 13.18 | $ | 12.10 | $ | 9.31 | $ | 8.32 | ||||||||||
Total Return |
0.52 | % | 12.50 | % | 33.47 | % | 13.63 | % | 7.57 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 606,523 | $ | 510,366 | $ | 411,025 | $ | 268,734 | $ | 189,172 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.29 | % | 0.28 | % | 0.30 | % | 0.33 | % | 0.35 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.29 | % | 0.28 | % | 0.30 | % | 0.33 | % | 0.35 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.60 | % | 1.47 | % | 1.64 | % | 1.60 | % | 1.28 | % | ||||||||||
Portfolio Turnover Rate |
16 | % | 11 | % | 12 | % | 13 | % | 12 | % |
# | Computed using average shares outstanding. |
48
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
U.S. Sustainability Core 1 Portfolio | ||||||||||||||||||||
Year
Ended
2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 16.63 | $ | 14.81 | $ | 11.43 | $ | 10.13 | $ | 9.57 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.26 | 0.23 | 0.21 | 0.18 | 0.14 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
0.23 | 1.91 | 3.44 | 1.29 | 0.56 | |||||||||||||||
Total From Investment Operations |
0.49 | 2.14 | 3.65 | 1.47 | 0.70 | |||||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.25 | ) | (0.21 | ) | (0.22 | ) | (0.17 | ) | (0.14 | ) | ||||||||||
Net Realized Gains |
(0.22 | ) | (0.11 | ) | (0.05 | ) | | | ||||||||||||
Total Distributions |
(0.47 | ) | (0.32 | ) | (0.27 | ) | (0.17 | ) | (0.14 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 16.65 | $ | 16.63 | $ | 14.81 | $ | 11.43 | $ | 10.13 | ||||||||||
Total Return |
3.08 | % | 14.66 | % | 32.40 | % | 14.60 | % | 7.31 | % | ||||||||||
Net Assets, End of Year (thousands) |
$ | 540,607 | $ | 426,547 | $ | 297,661 | $ | 195,179 | $ | 148,066 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.32 | % | 0.32 | % | 0.33 | % | 0.37 | % | 0.37 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.32 | % | 0.32 | % | 0.33 | % | 0.35 | % | 0.35 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
1.56 | % | 1.44 | % | 1.61 | % | 1.63 | % | 1.39 | % | ||||||||||
Portfolio Turnover Rate |
11 | % | 7 | % | 2 | % | 9 | % | 14 | % |
# | Computed using average shares outstanding. |
49
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
International Sustainability Core 1 Portfolio | ||||||||||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 9.46 | $ | 9.79 | $ | 7.89 | $ | 7.73 | $ | 8.39 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.23 | 0.30 | 0.23 | 0.23 | 0.23 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.33 | ) | (0.33 | ) | 1.90 | 0.15 | (0.66 | ) | ||||||||||||
Total From Investment Operations |
(0.10 | ) | (0.03 | ) | 2.13 | 0.38 | (0.43 | ) | ||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.22 | ) | (0.28 | ) | (0.23 | ) | (0.21 | ) | (0.23 | ) | ||||||||||
Net Realized Gains |
| (0.02 | ) | | (0.01 | ) | | |||||||||||||
Total Distributions |
(0.22 | ) | (0.30 | ) | (0.23 | ) | (0.22 | ) | (0.23 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 9.14 | $ | 9.46 | $ | 9.79 | $ | 7.89 | $ | 7.73 | ||||||||||
Total Return |
(1.09 | )% | (0.43 | )% | 27.38 | % | 5.18 | % | (5.41 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 401,049 | $ | 327,847 | $ | 206,602 | $ | 145,055 | $ | 116,447 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.48 | % | 0.49 | % | 0.52 | % | 0.57 | % | 0.57 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.48 | % | 0.49 | % | 0.50 | % | 0.56 | % | 0.54 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.46 | % | 2.98 | % | 2.57 | % | 2.96 | % | 2.66 | % | ||||||||||
Portfolio Turnover Rate |
8 | % | 3 | % | 2 | % | 11 | % | 13 | % |
# | Computed using average shares outstanding. |
50
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
International Social Core Equity Portfolio | ||||||||||||
Year
Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Period
Nov. 1, 2012** to Oct. 31, 2013 |
||||||||||
Net Asset Value, Beginning of Period |
$ | 11.76 | $ | 12.30 | $ | 10.00 | ||||||
Income From Investment Operations |
||||||||||||
Net Investment Income (Loss)# |
0.30 | 0.35 | 0.27 | |||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(0.50 | ) | (0.50 | ) | 2.27 | |||||||
Total From Investment Operations |
(0.20 | ) | (0.15 | ) | 2.54 | |||||||
Less Distributions |
||||||||||||
Net Investment Income |
(0.28 | ) | (0.35 | ) | (0.24 | ) | ||||||
Net Realized Gains |
(0.05 | ) | (0.04 | ) | | |||||||
Total Distributions |
(0.33 | ) | (0.39 | ) | (0.24 | ) | ||||||
Net Asset Value, End of Period |
$ | 11.23 | $ | 11.76 | $ | 12.30 | ||||||
Total Return |
(1.67 | )% | (1.40 | )% | 25.81 | % | ||||||
Net Assets, End of Period (thousands) |
$ | 424,398 | $ | 306,772 | $ | 148,856 | ||||||
Ratio of Expenses to Average Net Assets |
0.46 | % | 0.53 | % | 0.60 | %*@ | ||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.46 | % | 0.50 | % | 0.68 | %*@ | ||||||
Ratio of Net Investment Income to Average Net Assets |
2.58 | % | 2.78 | % | 2.44 | %*@ | ||||||
Portfolio Turnover Rate |
7 | % | 5 | % | 14 | % |
** | Commencement of operations. |
# | Computed using average shares outstanding. |
| Non-annualized. |
* | Annualized. |
@ | Because of commencement of operations and related preliminary transaction costs, these ratios are not necessarily indicative of future ratios. |
51
DFA Investment Dimensions Group Inc.
Financial Highlights
(For a share outstanding throughout each period)
Emerging Markets Social Core Equity Portfolio | ||||||||||||||||||||
Year Ended Oct. 31, 2015 |
Year
Ended Oct. 31, 2014 |
Year
Ended Oct. 31, 2013 |
Year
Ended Oct. 31, 2012 |
Year
Ended Oct. 31, 2011 |
||||||||||||||||
Net Asset Value, Beginning of Year |
$ | 12.80 | $ | 12.92 | $ | 12.55 | $ | 12.33 | $ | 14.80 | ||||||||||
Income From Investment Operations |
||||||||||||||||||||
Net Investment Income (Loss)# |
0.24 | 0.26 | 0.24 | 0.24 | 0.28 | |||||||||||||||
Net Gains (Losses) on Securities (Realized and Unrealized) |
(2.16 | ) | (0.13 | ) | 0.72 | 0.17 | (1.85 | ) | ||||||||||||
Total From Investment Operations |
(1.92 | ) | 0.13 | 0.96 | 0.41 | (1.57 | ) | |||||||||||||
Less Distributions |
||||||||||||||||||||
Net Investment Income |
(0.24 | ) | (0.25 | ) | (0.23 | ) | (0.19 | ) | (0.30 | ) | ||||||||||
Net Realized Gains |
| | (0.36 | ) | | (0.60 | ) | |||||||||||||
Total Distributions |
(0.24 | ) | (0.25 | ) | (0.59 | ) | (0.19 | ) | (0.90 | ) | ||||||||||
Net Asset Value, End of Year |
$ | 10.64 | $ | 12.80 | $ | 12.92 | $ | 12.55 | $ | 12.33 | ||||||||||
Total Return |
(15.07 | )% | 0.98 | % | 7.74 | % | 3.41 | % | (11.29 | )% | ||||||||||
Net Assets, End of Year (thousands) |
$ | 959,946 | $ | 903,396 | $ | 764,187 | $ | 457,311 | $ | 435,565 | ||||||||||
Ratio of Expenses to Average Net Assets |
0.65 | % | 0.63 | % | 0.66 | % | 0.75 | % | 0.70 | % | ||||||||||
Ratio of Expenses to Average Net Assets (Excluding Fees (Waived), (Expenses Reimbursed), and or Previously Waived Fees Recovered by Advisor and Fees Paid Indirectly) |
0.65 | % | 0.63 | % | 0.66 | % | 0.75 | % | 0.71 | % | ||||||||||
Ratio of Net Investment Income to Average Net Assets |
2.02 | % | 2.04 | % | 1.94 | % | 1.92 | % | 1.99 | % | ||||||||||
Portfolio Turnover Rate |
11 | % | 10 | % | 2 | % | 44 | % | 28 | % |
# | Computed using average shares outstanding. |
52
Other Available Information
You can find more information about the Fund and the Portfolios in the Portfolios SAI and Annual and Semi-Annual Reports.
Statement of Additional Information. The SAI, incorporated herein by reference, supplements, and is technically part of, this Prospectus. It includes an expanded discussion of investment practices, risks, and fund operations.
Annual and Semi-Annual Reports to Shareholders. These reports focus on Portfolio holdings and performance. The Annual Report also discusses the market conditions and investment strategies that significantly affected the Portfolios in its last fiscal year.
How to get these and other materials:
| Your investment advisoryou are a client of an investment advisor who has invested in the Portfolios on your behalf. |
| The Fundyou represent an institutional investor, registered investment advisor or other qualifying investor. Call collect at (512) 306-7400. |
| Access them on our Web site at http://us.dimensional.com. |
| Access them on the EDGAR Database in the SECs Internet site at http://www.sec.gov. |
| Review and copy them at the SECs Public Reference Room in Washington D.C. (phone 1-800-SEC-0330). |
| Request copies from the Public Reference Section of the SEC, Washington, D.C. 20549-0102 or at publicinfo@sec.gov (you will be charged a copying fee). Information on the operation of the SECs public reference room is available by calling the SEC at 1-202-551-8090. |
DFA Investment Dimensions Group Inc.Registration No. 811-3258
Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 (512) 306-7400
RRD022816-014 |
|
INSTITUTIONAL CLASS SHARES
DFA INVESTMENT DIMENSIONS GROUP INC.
DIMENSIONAL INVESTMENT GROUP INC.
6300 Bee Cave Road, Building One, Austin, Texas 78746
Telephone: (512) 306-7400
STATEMENT OF ADDITIONAL INFORMATION
February 28, 2017
DFA Investment Dimensions Group Inc. (DFAIDG) is an open-end management investment company that offers ninety-six series of shares. Dimensional Investment Group Inc. (DIG) is an open-end management investment company that offers fifteen series of shares. DFAIDG and DIG are collectively referred to as the Funds in this Statement of Additional Information (SAI). This SAI relates to thirty-one series of DFAIDG and two series of DIG (individually, a Portfolio and collectively, the Portfolios):
DOMESTIC PORTFOLIOS
U.S. Large Company Portfolio Ticker: DFUSX |
U.S. Core Equity 1 Portfolio Ticker: DFEOX |
|
Enhanced U.S. Large Company Portfolio Ticker: DFELX |
U.S. Core Equity 2 Portfolio Ticker: DFQTX |
|
U.S. Large Cap Equity Portfolio Ticker: DUSQX |
U.S. Vector Equity Portfolio Ticker: DFVEX |
|
U.S. Large Cap Value Portfolio (Feeder) Ticker: DFLVX |
U.S. Small Cap Portfolio Ticker: DFSTX |
|
U.S. Small Cap Value Portfolio Ticker: DFSVX |
U.S. Micro Cap Portfolio Ticker: DFSCX |
|
U.S. Targeted Value Portfolio Ticker: DFFVX |
DFA Real Estate Securities Portfolio Ticker: DFREX |
INTERNATIONAL PORTFOLIOS
Large Cap International Portfolio Ticker: DFALX |
International Vector Equity Portfolio Ticker: DFVQX |
|
DFA International Value Portfolio (Feeder) Ticker: DFIVX |
World ex U.S. Value Portfolio Ticker: DFWVX |
|
International Core Equity Portfolio Ticker: DFIEX |
World ex U.S. Targeted Value Portfolio Ticker: DWUSX |
|
International Small Company Portfolio Ticker: DFISX |
World ex U.S. Core Equity Portfolio Ticker: DFWIX |
|
Japanese Small Company Portfolio (Feeder) Ticker: DFJSX |
World Core Equity Portfolio Ticker: DREIX |
|
Asia Pacific Small Company Portfolio (Feeder) Ticker: DFRSX |
Selectively Hedged Global Equity Portfolio Ticker: DSHGX |
|
United Kingdom Small Company Portfolio (Feeder) Ticker: DFUKX |
Emerging Markets Portfolio (Feeder) Ticker: DFEMX |
|
Continental Small Company Portfolio (Feeder) Ticker: DFCSX |
Emerging Markets Value Portfolio (Feeder) Ticker: DFEVX |
|
DFA International Real Estate Securities Portfolio Ticker: DFITX |
Emerging Markets Small Cap Portfolio (Feeder) Ticker: DEMSX |
|
DFA Global Real Estate Securities Portfolio Ticker: DFGEX |
Emerging Markets Core Equity Portfolio Ticker: DFCEX |
|
DFA International Small Cap Value Portfolio Ticker: DISVX |
This SAI is not a Prospectus but should be read in conjunction with the Portfolios Prospectus dated February 28, 2017, as amended from time to time. The audited financial statements and financial highlights of the Portfolios are incorporated by reference from the Funds annual reports to shareholders. The Prospectus and annual reports can be obtained by writing to the above address or by calling the above telephone number.
TABLE OF CONTENTS
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WHEN-ISSUED SECURITIES, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS |
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82 |
PORTFOLIO CHARACTERISTICS AND POLICIES
Each of the Portfolios identified as a Feeder (a Feeder Portfolio) on the cover page of this SAI seeks to achieve its investment objective by investing substantially all of its investable assets in a corresponding series of The DFA Investment Trust Company (the Trust) or in the case of the Emerging Markets Value Portfolio, in the Dimensional Emerging Markets Value Fund (DEM). The series of the Trust and DEM are referred to as the Master Funds. Each of the International Small Company Portfolio, the World ex U.S. Value Portfolio, the World Core Equity Portfolio and the Selectively Hedged Global Equity Portfolio is a fund of funds that seeks to achieve its investment objective by investing its assets in funds managed by Dimensional Fund Advisors LP (the Advisor or Dimensional). The DFA Global Real Estate Securities Portfolio also may invest in funds managed by Dimensional. The series of the Trust, DEM and the portfolios of DFAIDG in which the International Small Company Portfolio, the DFA Global Real Estate Securities Portfolio, the World ex U.S. Value Portfolio, the World Core Equity Portfolio and the Selectively Hedged Global Equity Portfolio invest may be referred to as the Underlying Funds. The Underlying Funds in which the International Small Company Portfolio invests are The Canadian Small Company Series, The Japanese Small Company Series, The Asia Pacific Small Company Series, The United Kingdom Small Company Series and The Continental Small Company Series. The Underlying Funds in which the DFA Global Real Estate Securities Portfolio may invest include the DFA Real Estate Securities Portfolio and the DFA International Real Estate Securities Portfolio. The Underlying Funds in which the World ex U.S. Value Portfolio invests include The DFA International Value Series, a series of the Trust, the DFA International Small Cap Value Portfolio and DEM. The Underlying Funds in which the World Core Equity Portfolio invests include the U.S. Core Equity 1 Portfolio, U.S. Large Company Portfolio, U.S. Large Cap Equity Portfolio, International Core Equity Portfolio, Large Cap International Portfolio, Emerging Markets Core Equity Portfolio and The Emerging Markets Series. The Underlying Funds in which the Selectively Hedged Global Equity Portfolio invests include the U.S. Core Equity 2 Portfolio, International Core Equity Portfolio and Emerging Markets Core Equity Portfolio. This SAI describes the Institutional Class shares of the Portfolios. The U.S. Targeted Value Portfolio offers two additional classes of shares, Class R1 shares and Class R2 shares. The DFA International Value Portfolio and Emerging Markets Value Portfolio each offer one additional class of shares, Class R2 shares. Class R1 shares and Class R2 shares are offered to qualified investors in separate prospectuses.
Dimensional serves as investment advisor to each of the Portfolios and each Master Fund. The Advisor is organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation.
The following information supplements the information set forth in the Prospectus. Unless otherwise indicated, the following information applies to all of the Portfolios, Master Funds and Underlying Funds, including the Feeder Portfolios, through their investment in the Master Funds, and the International Small Company Portfolio, World ex U.S. Value Portfolio, and World Core Equity Portfolio through their investment in their respective Underlying Funds. Capitalized terms not otherwise defined in this SAI have the meaning assigned to them in the Prospectus.
Each of the Portfolios, Master Funds and Underlying Funds is diversified under the federal securities laws and regulations.
Because the structure of the Domestic and International Portfolios is based on the relative market capitalizations of eligible holdings, it is possible that the Portfolios might include at least 5% of the outstanding voting securities of one or more issuers. In such circumstances, a Portfolio and the issuer would be deemed affiliated persons and certain requirements under the federal securities laws and regulations regulating dealings between mutual funds and their affiliates might become applicable.
Each of the Portfolios (except the DFA International Value Portfolio and World ex U.S. Targeted Value Portfolio) has adopted a non-fundamental policy as required by Rule 35d-1 under the Investment Company Act of 1940 (the 1940 Act) that, under normal circumstances, at least 80% of the value of each Portfolios net assets, plus the amount of any borrowings for investment purposes, will be invested in a specific type of investment. Additionally, if a Portfolio changes its 80% investment policy, the Portfolio will notify shareholders at least 60 days before the change, and will change the name of the Portfolio. For more information on each Portfolios specific 80% policy, see each Portfolios PRINCIPAL INVESTMENT STRATEGIES section in the Prospectus.
1
The following table reports brokerage commissions paid by the designated Portfolios and Master Funds. For each Feeder Portfolio, the amounts include commissions paid by the corresponding Master Fund. The Feeder Portfolios, International Small Company Portfolio, DFA Global Real Estate Securities Portfolio, World ex U.S. Value Portfolio, World Core Equity Portfolio and Selectively Hedged Global Equity Portfolio will not incur any brokerage costs in connection with their purchase or redemption of shares of their Master Funds or Underlying Funds. The DFA Global Real Estate Securities Portfolio will, however, incur brokerage costs to the extent the Portfolio invests directly in securities.
The following table reports brokerage commissions paid by the Portfolios and in the case of the Feeder Portfolios, their corresponding Master Funds during the fiscal years ended October 31, 2016, October 31, 2015 and October 31, 2014.
[TO BE UPDATED IN THE 485(B) FILING:
Master Fund/Portfolio |
FISCAL
YEAR ENDED 2016 |
FISCAL
YEAR ENDED 2015 |
FISCAL
YEAR ENDED 2014 |
|||||||||
U.S. Large Company Portfolio |
$ | [ ] | $ | 70,842 | $ | 36,744 | ||||||
Enhanced U.S. Large Company Portfolio |
$ | [ ] | $ | 14,526 | $ | 15,303 | ||||||
U.S. Large Cap Equity Portfolio |
$ | [ ] | $ | 124,579 | $ | 27,986 | ||||||
The U.S. Large Cap Value Series |
$ | [ ] | $ | 1,728,895 | $ | 2,119,740 | ||||||
U.S. Small Cap Value Portfolio |
$ | [ ] | $ | 2,223,625 | $ | 1,850,750 | ||||||
U.S. Targeted Value Portfolio |
$ | [ ] | $ | 1,406,025 | $ | 923,678 | ||||||
U.S. Core Equity 1 Portfolio |
$ | [ ] | $ | 882,541 | $ | 865,028 | ||||||
U.S. Core Equity 2 Portfolio |
$ | [ ] | $ | 1,100,154 | $ | 928,914 | ||||||
U.S. Vector Equity Portfolio |
$ | [ ] | $ | 326,959 | $ | 372,122 | ||||||
U.S. Small Cap Portfolio |
$ | [ ] | $ | 1,425,523 | $ | 1,318,561 | ||||||
U.S. Micro Cap Portfolio |
$ | [ ] | $ | 668,851 | $ | 779,179 | ||||||
DFA Real Estate Securities Portfolio |
$ | [ ] | $ | 312,099 | $ | 439,950 | ||||||
Large Cap International Portfolio |
$ | [ ] | $ | 282,097 | $ | 280,911 | ||||||
The DFA International Value Series |
$ | [ ] | $ | 1,814,443 | $ | 1,847,544 | ||||||
International Core Equity Portfolio |
$ | [ ] | $ | 1,262,315 | $ | 2,035,729 | ||||||
The Japanese Small Company Series |
$ | [ ] | $ | 135,437 | $ | 265,322 | ||||||
The Asia Pacific Small Company Series |
$ | [ ] | $ | 78,679 | $ | 186,053 | ||||||
The United Kingdom Small Company Series |
$ | [ ] | $ | 162,792 | $ | 170,578 | ||||||
The Continental Small Company Series |
$ | [ ] | $ | 456,799 | $ | 318,829 |
2
Master Fund/Portfolio |
FISCAL
YEAR ENDED 2016 |
FISCAL
YEAR ENDED 2015 |
FISCAL
YEAR ENDED 2014 |
|||||||||
DFA Global Real Estate Securities Portfolio 1 |
$ | [ ] | $ | 148,501 | N/A | |||||||
DFA International Real Estate Securities Portfolio |
$ | [ ] | $ | 305,581 | $ | 414,892 | ||||||
DFA International Small Cap Value Portfolio |
$ | [ ] | $ | 2,124,596 | $ | 1,072,647 | ||||||
International Vector Equity Portfolio |
$ | [ ] | $ | 225,050 | $ | 199,117 | ||||||
World ex U.S. Targeted Value Portfolio 2 |
$ | [ ] | $ | 60,014 | N/A | |||||||
World ex U.S. Core Equity Portfolio 2 |
$ | [ ] | $ | 384,210 | N/A | |||||||
Selectively Hedged Global Equity Portfolio |
$ | [ ] | $ | 1,665 | $ | 840 | ||||||
The Emerging Markets Series |
$ | [ ] | $ | 1,142,251 | $ | 555,231 | ||||||
Dimensional Emerging Markets Value Fund (Emerging Markets Value Portfolio) |
$ | [ ] | $ | 3,077,808 | $ | 3,124,098 | ||||||
The Emerging Markets Small Cap Series |
$ | [ ] | $ | 1,552,799 | $ | 948,788 | ||||||
Emerging Markets Core Equity Portfolio |
$ | [ ] | $ | 2,425,624 |
$
|
2,206,490 |
|
1 | During the fiscal years ended October 31, 2015 and October 31, 2014, the DFA Global Real Estate Securities Portfolio operated as a funds of funds and did not incur any brokerage costs in connection with its purchase or redemption of shares of its Underlying Funds; however, during the fiscal year ended October 31, 2015, the Portfolio did incur brokerage costs with respect to securities the Portfolio invested in directly. |
2 | During the fiscal year ended October 31, 2014, the World ex U.S. Targeted Value Portfolio and World ex U.S. Core Equity Portfolio operated as funds of funds and did not incur any brokerage costs in connection with their purchase or redemption of shares of their respective Underlying Funds. |
The substantial increases or decreases in the amount of brokerage commissions paid by certain Portfolios from year to year indicated in the foregoing table resulted primarily from asset changes that required increases or decreases in the amount of securities that were bought and sold by those Portfolios.
Please note that while the following discussion relates to the policies of the Portfolios with respect to brokerage commissions, it should be understood that, with respect to a Feeder Portfolio, the discussion applies to the Master Fund in which the Feeder Portfolio invests substantially all of its assets, the Underlying Funds in which the International Small Company Portfolio, DFA Global Real Estate Securities Portfolio, World ex U.S. Value Portfolio, World Core Equity Portfolio and Selectively Hedged Global Equity Portfolio invest, and the DFA Global Real Estate Securities Portfolio itself, to the extent it invests directly in securities.
Portfolio transactions will be placed with a view to receiving the best price and execution. The Portfolios will seek to acquire and dispose of securities in a manner which would cause as little fluctuation in the market prices of securities being purchased or sold as possible in light of the size of the transactions being effected, and brokers will be selected with this goal in view. The Advisor monitors the performance of brokers which effect transactions for the Portfolios to determine the effect that the brokers trading has on the market prices of the securities in which the Portfolios invest. The Advisor also checks the rate of commission being paid by the Portfolios to their brokers to ascertain that the rates are competitive with those charged by other brokers for similar services. Dimensional Fund Advisors Ltd. and DFA Australia Limited also may perform these services for the Portfolios and Master Funds that they sub-advise.
3
Subject to the duty to seek to obtain best price and execution, transactions may be placed with brokers that have assisted in the sale of Portfolio shares. The Advisor, however, pursuant to policies and procedures approved by the Boards of Trustees/Directors of DFAIDG, DIG, DEM and the Trust, is prohibited from selecting brokers and dealers to effect a Portfolios portfolio securities transactions based (in whole or in part) on a brokers or dealers promotion or sale of shares issued by a Portfolio or any other registered investment companies.
Companies eligible for purchase by the Portfolios (except the U.S. Large Cap Value Portfolio and its Master Fund, and the U.S. Large Company Portfolio) may be thinly traded securities. The Advisor believes that it needs maximum flexibility to effect trades on a best execution basis. As deemed appropriate, the Advisor places buy and sell orders for the Portfolios and Master Funds with various brokerage firms that may act as principal or agent. The Advisor may also make use of direct market access and algorithmic, program or electronic trading methods. The Advisor may extensively use electronic trading systems as such systems can provide the ability to customize the orders placed and can assist in the Advisors execution strategies.
Transactions also may be placed with brokers who provide the Advisor or the sub-advisors with investment research, such as: reports concerning individual issuers; general economic or industry reports or research data compilations; compilations of securities prices, earnings, dividends, and similar data; computerized databases; quotation services; trade analytics; ancillary brokerage services; and services of economic or other consultants. The investment management agreements permit the Advisor knowingly to pay commissions on these transactions that are greater than another broker, dealer or exchange member might charge if the Advisor, in good faith, determines that the commissions paid are reasonable in relation to the research or brokerage services provided by the broker or dealer when viewed in terms of either a particular transaction or the Advisors overall responsibilities to the accounts under its management. Research services furnished by brokers through whom securities transactions are effected may be used by the Advisor in servicing all of its accounts and not all such services may be used by the Advisor with respect to the Portfolios.
During the fiscal year ended October 31, 2016, the Portfolios or, in the case of a Feeder Portfolio, its corresponding Master Fund, did not pay commissions for securities transactions to brokers for providing market price monitoring services, market studies, brokerage services or research services to the Portfolios or Master Funds.
Certain Portfolios or Master Funds may purchase securities of their regular brokers or dealers (as defined in Rule 10b-1 of the 1940 Act). The table below lists the regular brokers or dealers of each Portfolio, or in the case of a Feeder Portfolio, its corresponding Master Fund, whose securities (or securities of the brokers or dealers parent company) were acquired by the Portfolio or Master Fund during the fiscal year ended October 31, 2016, as well as the value of such securities held by the Portfolio or Master Fund as of October 31, 2016.
[TO BE UPDATED IN THE 485(B) FILING:
Master Fund/Portfolio |
Broker or Dealer |
Value of Securities | ||||
U.S. Large Company Portfolio |
Jeffries Group Inc. | $ | [ | ] | ||
Enhanced U.S. Large Company Portfolio |
The Toronto-Dominion Bank | $ | [ | ] | ||
Enhanced U.S. Large Company Portfolio |
Citigroup Inc. | $ | [ | ] | ||
Enhanced U.S. Large Company Portfolio |
Bank of America Corp. | $ | [ | ] | ||
Enhanced U.S. Large Company Portfolio |
The Goldman Sachs Group Inc. | $ | [ | ] | ||
Enhanced U.S. Large Company Portfolio |
JPMorgan Chase & Co | $ | [ | ] | ||
U.S. Large Cap Equity Portfolio |
Jeffries Group Inc. | $ | [ | ] | ||
The U.S. Large Cap Value Series |
Jeffries Group Inc. | $ | [ | ] | ||
U.S. Small Cap Value Portfolio |
KCG Holdings, Inc. | $ | [ | ] | ||
U.S. Targeted Value Portfolio |
KCG Holdings, Inc. | $ | [ | ] | ||
U.S. Targeted Value Portfolio |
Investment Technology Group Inc. | $ | [ | ] | ||
U.S. Core Equity 1 Portfolio |
The Goldman Sachs Group Inc. | $ | [ | ] | ||
U.S. Core Equity 1 Portfolio |
Jeffries Group Inc. | $ | [ | ] | ||
U.S. Core Equity 1 Portfolio |
Investment Technology Group Inc. | $ | [ | ] | ||
U.S. Core Equity 1 Portfolio |
KCG Holdings, Inc. | $ | [ | ] | ||
U.S. Core Equity 2 Portfolio |
The Goldman Sachs Group Inc. | $ | [ | ] |
4
Master Fund/Portfolio |
Broker or Dealer |
Value of Securities | ||||
U.S. Core Equity 2 Portfolio |
Jeffries Group Inc. | $ | [ | ] | ||
U.S. Core Equity 2 Portfolio |
Investment Technology Group Inc. | $ | [ | ] | ||
U.S. Core Equity 2 Portfolio |
KCG Holdings, Inc. | $ | [ | ] | ||
U.S. Vector Equity Portfolio |
The Goldman Sachs Group Inc. | $ | [ | ] | ||
U.S. Vector Equity Portfolio |
Jeffries Group Inc. | $ | [ | ] | ||
U.S. Vector Equity Portfolio |
Investment Technology Group Inc. | $ | [ | ] | ||
U.S. Vector Equity Portfolio |
KCG Holdings, Inc. | $ | [ | ] | ||
U.S. Small Cap Portfolio |
KCG Holdings, Inc. | $ | [ | ] | ||
U.S. Micro Cap Portfolio |
Investment Technology Group Inc. | $ | [ | ] | ||
U.S. Micro Cap Portfolio |
KCG Holdings, Inc. | $ | [ | ] | ||
Large Cap International Portfolio |
Societe Generale | $ | [ | ] | ||
Large Cap International Portfolio |
Instinet | $ | [ | ] | ||
The DFA International Value Series |
Societe Generale | $ | [ | ] | ||
The DFA International Value Series |
Instinet | $ | [ | ] | ||
International Core Equity Portfolio |
Societe Generale | $ | [ | ] | ||
International Core Equity Portfolio |
Instinet | $ | [ | ] | ||
International Vector Equity Portfolio |
Societe Generale | $ | [ | ] | ||
International Vector Equity Portfolio |
Instinet | $ | [ | ] | ||
World ex U.S. Core Equity Portfolio |
HSBC Securities | $ | [ | ] | ||
World ex U.S. Core Equity Portfolio |
Societe Generale | $ | [ | ] | ||
World ex U.S. Core Equity Portfolio |
Instinet | $ | [ | ] |
Each of the Portfolios has adopted certain limitations which may not be changed with respect to any Portfolio without the approval of a majority of the outstanding voting securities of the Portfolio. A majority is defined as the lesser of: (1) at least 67% of the voting securities of the Portfolio (to be affected by the proposed change) present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Portfolio are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of such Portfolio.
The Portfolios will not:
(1) | borrow money, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the Securities and Exchange Commission (Commission); |
(2) | make loans, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the Commission; provided that in no event shall a Portfolio be permitted to make a loan to a natural person; |
(3) | purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent a Portfolio from: (i) purchasing or selling securities or instruments secured by real estate or interests therein, securities or instruments representing interests in real estate or securities or instruments of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein; and (ii) purchasing or selling real estate mortgage loans; |
(4) | purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments, and provided that this limitation does not prevent a Portfolio from (i) purchasing or selling securities of companies that purchase or sell commodities or that invest in commodities; (ii) engaging in any transaction involving currencies, options, forwards, futures contracts, options on futures contracts, swaps, hybrid instruments or other derivatives; or (iii) investing in securities, or transacting in other instruments, that are linked to or secured by physical or other commodities; |
5
(5) | purchase the securities of any one issuer, if immediately after such investment, a Portfolio would not qualify as a diversified company as that term is defined by the 1940 Act, as amended, and as modified or interpreted by regulatory authority having jurisdiction, from time to time; |
(6) | engage in the business of underwriting securities issued by others; or |
(7) | issue senior securities (as such term is defined in Section 18(f) of the 1940 Act), except to the extent permitted by the 1940 Act. |
The U.S. Large Company Portfolio, Enhanced U.S. Large Company Portfolio, U.S. Large Cap Value Portfolio, U.S. Small Cap Value Portfolio, U.S. Small Cap Portfolio, U.S. Micro Cap Portfolio, DFA Real Estate Securities Portfolio, Large Cap International Portfolio, DFA International Value Portfolio, DFA International Small Cap Value Portfolio, International Small Company Portfolio, Emerging Markets Portfolio, Emerging Markets Small Cap Portfolio, Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, United Kingdom Small Company Portfolio and Continental Small Company Portfolio will not:
(8) | sell securities short. |
The Portfolios, except the U.S. Large Cap Equity Portfolio, U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, U.S. Vector Equity Portfolio, International Core Equity Portfolio, Emerging Markets Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio and World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World ex U.S. Core Equity Portfolio and World Core Equity Portfolio will not:
(9) | acquire any securities of companies within one industry if, as a result of such acquisition, more than 25% of the value of the Portfolios total assets would be invested in securities of companies within such industry; except that the DFA Real Estate Securities Portfolio shall invest more than 25% of its total assets in securities of companies in the real estate industry. |
The U.S. Large Cap Equity Portfolio, U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, U.S. Vector Equity Portfolio, International Core Equity Portfolio, Emerging Markets Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World ex U.S. Core Equity Portfolio and World Core Equity Portfolio will not:
(10) | concentrate (invest more than 25% of its net assets) in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. Government or any of its agencies or securities of other investment companies), except that the DFA International Real Estate Securities Portfolio and the DFA Global Real Estate Securities Portfolio shall invest more than 25% of their total assets in securities of companies in the real estate industry. |
The investment limitations described in (5), (9), and (10) above do not prohibit each Feeder Portfolio, International Small Company Portfolio, DFA Global Real Estate Securities Portfolio, World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World Core Equity Portfolio and the Selectively Hedged Global Equity Portfolio from investing all or substantially all of its assets in the shares of one or more registered, open-end investment companies, such as the Master Funds or Underlying Funds, respectively. In applying the investment limitations, each such Portfolio will look through to the security holdings of the Underlying Funds in which the Portfolio invests. The investment limitations of each Master Fund are similar to those of the corresponding Feeder Portfolio. The investment limitations of the Underlying Funds are set forth in their respective statements of additional information.
For purposes of the investment limitation described in (1) above, the Emerging Markets Portfolio, Emerging Markets Small Cap Portfolio, and Emerging Markets Value Portfolio (indirectly through their investments in the corresponding Master Funds) may borrow in connection with a foreign currency transaction or the settlement of a portfolio trade. Additionally, with respect to the investment limitation described in (1) above, each Portfolio will maintain asset coverage of at least 300% (as described in the 1940 Act), inclusive of any amounts borrowed, with respect to any borrowings made by such Portfolio. The Portfolios do not currently intend to borrow money for investment purposes.
6
Although the investment limitation described in (2) above prohibits loans, each Portfolio is authorized to lend portfolio securities. Inasmuch as the Feeder Portfolios and International Small Company Portfolio will only hold shares of certain Master Funds, or any Portfolio structured as a fund of funds only holds shares of Underlying Funds, these Portfolios do not intend to lend those shares.
Each Portfolio is required to operate in accordance with the Commission staffs current position on illiquid assets, which limits investments in illiquid assets to 15% of a Portfolios net assets. For these purposes, Enhanced U.S. Large Company Portfolio and Selectively Hedged Global Equity Portfolio may invest in commercial paper that is exempt from the registration requirements of the Securities Act of 1933 (the 1933 Act), subject to the requirements regarding credit ratings stated in the Prospectus under ADDITIONAL INFORMATION ON INVESTMENT OBJECTIVE AND POLICIES Enhanced U.S. Large Company Portfolio. Further, pursuant to Rule 144A under the 1933 Act, the Portfolios may purchase certain unregistered (i.e. restricted) securities upon a determination that a liquid institutional market exists for the securities. If it is determined that a liquid market does exist, the securities will not be subject to the 15% limitation on holdings of illiquid assets. While maintaining oversight, the Boards of Directors have delegated the day-to-day function of making liquidity determinations to the Advisor. For Rule 144A securities to be considered liquid, there must be at least two dealers making a market in such securities. After purchase, the Board of Directors of DFAIDG or DIG, as applicable, and the Advisor will continue to monitor the liquidity of Rule 144A securities.
The investment limitations described above do not prohibit a Portfolio from purchasing or selling futures contracts and options on futures contracts, to the extent otherwise permitted under the Portfolios investment strategies. In addition, the investment limitations described above do not prohibit the Enhanced U.S. Large Company Portfolio from maintaining a short position, or purchasing, writing or selling puts, calls, straddles, spreads or combinations thereof in connection with transactions in options, futures, and options on futures and transactions arising under swap agreements or other derivative instruments.
For purposes of the investment limitations described in (9) and (10) above, management does not consider securities that are issued by the U.S. Government or its agencies or instrumentalities to be investments in an industry. However, management currently considers securities issued by a foreign government (but not the U.S. Government or its agencies or instrumentalities) to be an industry subject to the 25% limitation. Thus, not more than 25% of a Portfolios total assets will be invested in securities issued by any one foreign government or supranational organization. A Portfolio might invest in certain securities issued by companies in a particular industry whose obligations are guaranteed by a foreign government. Management could consider such a company to be within the particular industry and, therefore, the Portfolio will invest in the securities of such a company only if the Portfolio can do so under the Portfolios policy of not being concentrated in any single industry.
Notwithstanding any of the above investment limitations, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Dimensional Emerging Markets Value Fund, the Emerging Markets Core Equity Portfolio, the DFA International Real Estate Securities Portfolio, the DFA Global Real Estate Securities Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio and the Selectively Hedged Global Equity Portfolio may establish subsidiaries or other similar vehicles for the purpose of conducting their investment operations if such subsidiaries or vehicles are required by local laws or regulations governing foreign investors, or whose use is otherwise considered by such Master Funds and Portfolios to be advisable. Each Master Fund, the Emerging Markets Core Equity Portfolio, the DFA International Real Estate Securities Portfolio, the DFA Global Real Estate Securities Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio or the Selectively Hedged Global Equity Portfolio would look through any such vehicle or subsidiary to determine compliance with its investment restrictions.
Unless otherwise indicated, all limitations applicable to the Portfolios and Master Funds investments apply only at the time that a transaction is undertaken.
7
The Enhanced U.S. Large Company Portfolio may purchase and sell options on stock indices. With respect to the sale of call options on stock indices, pursuant to published positions of the Commission, the Enhanced U.S. Large Company Portfolio will either (1) maintain with its custodian liquid assets equal to the contract value (less any margin deposits); (2) hold a portfolio of stocks substantially replicating the movement of the index underlying the call option; or (3) hold a separate call on the same index as the call written where the exercise price of the call held is (a) equal to or less than the exercise price of the call written, or (b) greater than the exercise price of the call written, provided the difference is maintained by the Portfolio in liquid assets in a segregated account with its custodian. With respect to the sale of put options on stock indices, pursuant to published Commission positions, the Enhanced U.S. Large Company Portfolio will either (1) maintain liquid assets equal to the exercise price (less any margin deposits) in a segregated account with its custodian; or (2) hold a put on the same index as the put written where the exercise price of the put held is (a) equal to or greater than the exercise price of the put written, or (b) less than the exercise price of the put written, provided an amount equal to the difference is maintained by the Portfolio in liquid assets in a segregated account with its custodian.
Prior to the earlier of exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Enhanced U.S. Large Company Portfolio desires.
The Enhanced U.S. Large Company Portfolio will realize a gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Portfolio will realize a loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying index in relation to the exercise price of the option, the volatility of the underlying index, and the time remaining until the expiration date.
If an option written by the Enhanced U.S. Large Company Portfolio expires, the Portfolio realizes a gain equal to the premium received at the time the option was written. If an option purchased by the Enhanced U.S. Large Company Portfolio expires unexercised, the Portfolio realizes a loss equal to the premium paid.
The premium paid for a put or call option purchased by the Enhanced U.S. Large Company Portfolio is an asset of the Portfolio. The premium received for an option written by the Portfolio is recorded as a deferred credit. The value of an option purchased or written is marked to market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked prices.
Risks Associated with Options on Indices
There are several risks associated with transactions in options on indices. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. The value of an option position will reflect, among other things, the current market price of the underlying index, the time remaining until expiration, the relationship of the exercise price, the term structure of interest rates, estimated price volatility of the underlying index and general market conditions. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.
Options normally have expiration dates up to 90 days from date of purchase. The exercise price of the options may be below, equal to or above the current market value of the underlying index. Purchased options that expire unexercised have no value. Unless an option purchased by the Enhanced U.S. Large Company Portfolio is exercised or unless a closing transaction is effected with respect to that position, the Enhanced U.S. Large Company Portfolio will realize a loss in the amount of the premium paid and any transaction costs.
8
A position in an exchange-listed option may be closed out only on an exchange that provides a secondary market for identical options. Although the Enhanced U.S. Large Company Portfolio intends to purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market will exist for any particular option at any specific time. Closing transactions may be effected with respect to options traded in the over the counter markets only by negotiating directly with the other party to the option contract, or in a secondary market for the option if such a market exists. There can be no assurance that the Enhanced U.S. Large Company Portfolio will be able to liquidate an over the counter option at a favorable price at any time prior to expiration. In the event of insolvency of the counter-party, the Portfolio may be unable to liquidate an over the counter option. Accordingly, it may not be possible to effect closing transactions with respect to certain options, with the result that the Enhanced U.S. Large Company Portfolio would have to exercise those options which it has purchased in order to realize any profit. With respect to options written by the Enhanced U.S. Large Company Portfolio, the inability to enter into a closing transaction may result in material losses to the Portfolio.
Index prices may be distorted if trading of a substantial number of securities included in the index is interrupted causing the trading of options on that index to be halted. If a trading halt occurred, the Enhanced U.S. Large Company Portfolio would not be able to close out options which it had purchased and may incur losses if the underlying index moved adversely before trading resumed. If a trading halt occurred and restrictions prohibiting the exercise of options were imposed through the close of trading on the last day before expiration, exercises on that day would be settled on the basis of a closing index value that may not reflect current price information for securities representing a substantial portion of the value of the index.
The Enhanced U.S. Large Company Portfolios activities in the options markets may result in higher fund turnover rates and additional brokerage costs; however, the Portfolio may also save on commissions by using options as a hedge rather than buying or selling individual securities in anticipation or as a result of market movements.
Investment Limitations on Options Transactions
The ability of the Enhanced U.S. Large Company Portfolio to engage in options transactions is subject to certain limitations. The Enhanced U.S. Large Company Portfolio will only invest in over-the-counter options to the extent consistent with the 15% limit on investments in illiquid assets.
Enhanced U.S. Large Company Portfolio may enter into equity index swap agreements for purposes of attempting to obtain a particular desired return at a lower cost to the Portfolio than if the Portfolio had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested in a group of securities representing a particular index.
The notional amount of the swap agreement is only a fictive basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. Most swap agreements entered into by Enhanced U.S. Large Company Portfolio would calculate the obligations of the parties to the agreement on a net basis. Consequently, the Portfolios current obligations (or rights) under a swap agreement generally will be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The Enhanced U.S. Large Company Portfolios current obligations under a swap agreement will be accrued daily (offset against amounts owed to the Portfolio) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the maintenance of a segregated account consisting of liquid assets to avoid any potential leveraging of the Portfolios portfolio. The Enhanced U.S. Large Company Portfolio will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Portfolios assets.
9
Because they are two-party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid, and, therefore, swap agreements entered into by Enhanced U.S. Large Company Portfolio and other illiquid assets will be limited to 15% of the net assets of the Portfolio. Moreover, Enhanced U.S. Large Company Portfolio bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The Advisor will cause Enhanced U.S. Large Company Portfolio to enter into swap agreements only with counterparties that the Investment Committee of the Advisor has approved. Certain restrictions imposed on Enhanced U.S. Large Company Portfolio by the Code may limit the Portfolios ability to use swap agreements. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and related regulatory developments have imposed comprehensive new regulatory requirements on swaps and swap market participants. It is possible that developments in the swaps market, including potential government regulation, could adversely affect Enhanced U.S. Large Company Portfolios ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
Please note that while the following discussion relates to the policies of certain Portfolios with respect to futures contracts, it should be understood that with respect to a Feeder Portfolio, the discussion applies to the Feeder Portfolio and to the Master Fund in which the Feeder Portfolio invests substantially all of its assets. With respect to the International Small Company Portfolio, DFA Global Real Estate Securities Portfolio, World ex U.S. Value Portfolio, World Core Equity Portfolio, and Selectively Hedged Global Equity Portfolio, the discussion relates to both the Portfolios themselves and the Underlying Funds in which they invest.
Each Portfolio, Master Fund and Underlying Fund may purchase or sell futures contracts and options on futures contracts for equity securities and indices to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio, Master Fund, or Underlying Fund. The Portfolios, Master Funds, and Underlying Funds, however, do not intend to sell futures contracts to establish short positions in individual securities. The Enhanced U.S. Large Company Portfolio may also use futures contracts and options thereon to hedge against securities prices or as part of its overall investment strategy. The Selectively Hedged Global Equity Portfolio may also use futures contracts to hedge some or all of the currency exposure of its foreign 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. Each Portfolio, Master Fund or Underlying Fund will be required to make a margin deposit in cash or government securities with a futures commission merchant (an FCM) to initiate and maintain positions in futures contracts. Minimal initial margin requirements are established by the futures exchanges and FCMs may establish margin requirements which are higher than the exchange requirements. After a futures contract position is opened, the value of the contract is marked-to-market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional variation margin to be held by the FCM will be required. Conversely, a reduction in the required margin would result in excess margin that can be refunded to the custodial accounts of the Portfolio, Master Fund or Underlying Fund. Variation margin payments may be made to and from the futures broker for as long as the contract remains open. Each Portfolio, Master Fund or Underlying Fund expects to earn income on its margin deposits. Each Master Fund, Underlying Fund and Portfolio intends to limit its futures-related investment activity so that other than with respect to bona fide hedging activity (as defined in Commodity Futures Trading Commission (CFTC) General Regulations Section 1.3(z)): (i) the aggregate initial margin and premiums paid to establish commodity futures and commodity option contract positions (determined at the time the most recent position was established) does not exceed 5% of the liquidation value of the portfolio of the Master Fund, Underlying Fund or Portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into (provided that, in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in calculating such 5% limitation); or (ii) the aggregate net notional value (i.e., the size of a commodity futures or commodity option contract in contract units (taking into account any multiplier specified in the contract), multiplied by the current market price (for a futures contract) or strike price (for an option contract) of each such unit) of all non-hedge commodity futures and commodity option contracts that the Master Fund, Underlying Fund or Portfolio has entered into (determined at the time the most recent position was established) does not exceed the liquidation value of the portfolio of the Master Fund, Underlying Fund or Portfolio, after taking into account unrealized profits and unrealized losses on any such contracts that the Master Fund, Underlying Fund or Portfolio has entered into.
10
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 might not be possible to close a futures position and, in the event of adverse price movements, the Portfolio, Master Fund or Underlying Fund would continue to be required to make variation margin deposits. In such circumstances, if the Portfolio, Master Fund or Underlying Fund has insufficient cash, it might have to sell portfolio securities to meet daily margin requirements at a time when it might be disadvantageous to do so. Management intends to minimize the possibility that it will be unable to close out a futures contract by only entering into futures which are traded on national futures exchanges and for which there appears to be a liquid secondary market. Pursuant to published positions of the Commission and interpretations of the staff of the Commission, a Portfolio, Master Fund or Underlying Fund (or its custodian) is required to maintain segregated accounts or to segregate assets through notations on the books of the custodian, consisting of liquid assets (or, as permitted under applicable interpretations, enter into offsetting positions) in connection with its futures contract transactions in order to cover its obligations with respect to such contracts. These requirements are designed to limit the amount of leverage that a Portfolio, Master Fund or Underlying Fund may use by entering into futures transactions.
The International Equity Portfolios (or in the case of Feeder Portfolios, their Master Funds) and Enhanced U.S. Large Company Portfolio may acquire and sell forward foreign currency exchange contracts in order to attempt to protect against uncertainty in the level of future foreign currency exchange rates. The Portfolios and Master 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 involves an obligation to exchange two currencies at a future date, which may be any fixed number of days (usually less than one year) from the date of the contract agreed upon by the parties, at a fixed rate set at the time of the contract. These contracts are traded in the interbank market conducted directly between 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.
With respect to an International Equity Portfolio or Master Fund, the Portfolio or Master Fund may enter into a forward contract in connection with the purchase or sale of foreign equity securities, typically to lock in the value of the transaction with respect to a different currency. In addition, a Portfolio or Master Fund may, from time to time, enter into a forward contract to transfer balances from one currency to another currency.
The Enhanced U.S. Large Company Portfolio may enter into forward foreign currency contracts to hedge against fluctuations in currency exchange rates or to transfer balances from one currency to another currency. The Portfolio 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 Enhanced U.S. Large Company Portfolio typically hedges its foreign currency exposure.
All non-Feeder Portfolios, Master Funds and Underlying Funds engage in cash management practices in order to earn income on uncommitted cash balances. Generally, cash is uncommitted pending investment in other securities, payment of redemptions or in other circumstances where the Advisor believes liquidity is necessary or desirable. For example, in the case of the Emerging Markets Master Funds, cash investments may be made for temporary defensive purposes during periods in which market, economic or political conditions warrant. In addition, each of the non-Feeder Portfolios, Master Funds and Underlying Funds may enter into arrangements with its custodian whereby it may earn a credit on its cash balances maintained in its non-interest bearing U.S. Dollar custody cash account to be applied against fund service fees payable to the custodian or the custodians subsidiaries for fund services provided.
11
The non-Feeder Portfolios, Master Funds and Underlying Funds may invest cash in the following permissible investments:
Portfolios and Master Funds |
Permissible Cash Investments* |
Percentage
Guidelines** |
||
U.S. Large Company Portfolios | Short-term repurchase agreements; short-term fixed income obligations; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 5% | ||
Enhanced U.S. Large Company Portfolio | Short-term repurchase agreements; short-term fixed income obligations; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | N.A. | ||
U.S. Large Cap Equity Portfolio | Short-term repurchase agreements; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
U.S. Large Cap Value Series and U.S. Small Cap Value Portfolio | Short-term repurchase agreements; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
U.S. Targeted Value Portfolio | Short-term repurchase agreements; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio and U.S. Vector Equity Portfolio | Short-term repurchase agreements; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
U.S. Small Cap Portfolio | Short-term repurchase agreements; short-term fixed income obligations; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
U.S. Micro Cap Portfolio | Short-term repurchase agreements; short-term fixed income obligations; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
DFA Real Estate Securities Portfolio | Short-term repurchase agreements; fixed income obligations, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
Large Cap International Portfolio | Short-term repurchase agreements; fixed income obligations, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% |
12
Portfolios and Master Funds |
Permissible Cash Investments* |
Percentage
Guidelines** |
||
DFA International Value Portfolio | Short-term repurchase agreements; fixed income obligations, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
DFA International Value Series | Short-term repurchase agreements; fixed income obligations, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
International Core Equity Portfolio | Short-term repurchase agreements; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
International Small Company Portfolio | Short-term repurchase agreements; short-term, high quality fixed income obligations; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
Japanese Small Company, Asia Pacific Small Company, United Kingdom Small Company and Continental Small Company | Short-term repurchase agreements; short-term fixed income obligations; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
DFA International Real Estate Securities Portfolio | Short-term repurchase agreements; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; freely convertible currencies; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
DFA Global Real Estate Securities Portfolio | Short-term repurchase agreements; money market instruments; investment grade debt securities; freely convertible currencies, shares of affiliated and unaffiliated registered and unregistered money market funds ***; index futures contracts and options thereon | 20% | ||
DFA International Small Cap Value Portfolio | Short-term repurchase agreements; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
International Vector Equity Portfolio | Short-term repurchase agreements; money market instruments; investment grade debt securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market funds***; index futures contracts and options thereon | 20% | ||
World ex U.S. Value Portfolio | Short-term repurchase agreements; money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% |
13
Portfolios and Master Funds |
Permissible Cash Investments* |
Percentage
Guidelines** |
||
World ex U.S. Targeted Value Portfolio | Short-term repurchase agreements; money market instruments; highly liquid debt securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market mutual funds***; index futures contracts and options thereon | 20% | ||
World ex U.S. Core Equity Portfolio | Short-term repurchase agreements; money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market mutual funds*** | 20% | ||
World Core Equity Portfolio | Short-term repurchase agreements; money market instruments; highly liquid fixed income securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
Selectively Hedged Global Equity Portfolio | Short-term repurchase agreements; money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
The Emerging Markets Master Funds | Short-term repurchase agreements; money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% | ||
Emerging Markets Core Equity Portfolio | Short-term repurchase agreements; money market instruments; highly liquid debt securities; freely convertible currencies; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** | 20% |
* | With respect to fixed income instruments, except in connection with corporate actions, the non-Feeder Portfolios, Master Funds and Underlying Funds will invest in fixed income instruments that at the time of purchase have an investment grade rating by a rating agency or are deemed to be investment grade by the Advisor. |
** | The percentage guidelines set forth above are not absolute limitations, but the non-Feeder Portfolios, Master Funds and Underlying Funds do not expect to exceed these guidelines under normal circumstances. |
*** | Investments in money market mutual funds may involve duplication of certain fees and expenses. |
INTERFUND BORROWING AND LENDING
The DFA Fund Complex (defined below) has received exemptive relief from the SEC which permits the registered investment companies to participate in an interfund lending program among portfolios and series managed by the Advisor (the Portfolios/Series) (portfolios that operate as feeder portfolios do not participate in the program). The interfund lending program allows the participating Portfolios/Series to borrow money from and loan money to each other for temporary or emergency purposes. The program is subject to a number of conditions designed to ensure fair and equitable treatment of the participating Portfolios/Series, including the following: (1) no Portfolio/Series may borrow money through the program unless it receives a more favorable interest rate than a rate approximating the lowest interest rate at which bank loans would be available to any of the participating Portfolios/Series under a loan agreement; and (2) no Portfolio/Series may lend money through the program unless it receives a more favorable return than that available from an investment in overnight repurchase agreements or the yield of any money market fund in which the Portfolio/Series could invest. In addition, a Portfolio/Series may participate in the program only if and to the extent that such participation is consistent with its investment objectives, policies and limitations. Interfund loans and borrowings have a maximum duration of seven days and loans may be called on one business days notice.
14
A participating Portfolio/Series may not lend to another Portfolio/Series under the interfund lending program if the interfund loan would cause its aggregate outstanding interfund loans to exceed 15% of its current net assets at the time of the loan. Interfund loans by a Portfolio/Series to any one Portfolio/Series may not exceed 5% of net assets of the lending Portfolio/Series.
The restrictions discussed above and the other conditions of the SEC exemptive order permitting interfund lending are designed to minimize the risks associated with interfund lending for both the lending Portfolio/Series and the borrowing Portfolio/Series. However, no borrowing or lending activity is without risk. If a Portfolio/Series borrows money from another Portfolio/Series, there is a risk that the interfund loan could be called on one business days notice or not renewed, in which case the Portfolio/Series may have to borrow from a bank at higher rates if an interfund loan were not available from another Portfolio/Series. A delay in repayment to a lending Portfolio/Series could result in a lost opportunity or additional lending costs, and interfund loans are subject to the risk that the borrowing Portfolio/Series could be unable to repay the loan when due.
WHEN-ISSUED SECURITIES, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS
Each non-Feeder Portfolio, Master Fund and Underlying Fund may purchase eligible securities or sell securities it is entitled to receive on a when-issued basis. When purchasing securities on a when-issued basis, the price or yield is agreed to at the time of purchase, but the payment and settlement dates are not fixed until the securities are issued. It is possible that the securities will never be issued and the commitment cancelled. In addition, each non-Feeder Portfolio, Master Fund and Underlying Fund may purchase or sell eligible securities for delayed delivery or on a forward commitment basis where the non-Feeder Portfolio, Master Fund or Underlying Fund contracts to purchase or sell such securities at a fixed price at a future date beyond the normal settlement time. Each non-Feeder Portfolio, Master Fund and Underlying Fund may renegotiate a commitment or sell a security it has committed to purchase prior to the settlement date, if deemed advisable.
While the payment obligation and, if applicable, interest rate are set at the time a non-Feeder Portfolio, Master Fund or Underlying Fund enters into a when-issued, delayed delivery, or forward commitment transaction, no interest or dividends accrue to the purchaser prior to the settlement date. In addition, the value of a security purchased or sold is subject to market fluctuations and may be worth more or less on the settlement date than the price a non-Feeder Portfolio, Master Fund or Underlying Fund committed to pay or receive for the security. A non-Feeder Portfolio, Master Fund or Underlying Fund will lose money if the value of a purchased security falls below the purchase price and a non-Feeder Portfolio, Master Fund or Underlying Fund will not benefit from the gain if a security sold appreciates above the sales price during the commitment period.
When entering into a commitment to purchase a security on a when-issued, delayed delivery, or forward commitment basis, a non-Feeder Portfolio, Master Fund or Underlying Fund will segregate cash and/or liquid assets and will maintain such cash and/or liquid assets in an amount equal in value to such commitments.
The U.S. Small Cap Portfolio and the U.S. Micro Cap Portfolio are authorized to invest in private placements of interest-bearing debentures that are convertible into common stock. Convertible debentures include corporate bonds and notes that may be converted into or exchanged for common stock. These securities are generally convertible either at a stated price or a stated rate (that is, for a specific number of shares of common stock or other security). As with other fixed income securities, the price of a convertible debenture to some extent varies inversely with interest rates. While providing a fixed income stream (generally higher in yield than the income derived from a common stock but lower than that afforded by a nonconvertible debenture), a convertible debenture also affords the investor an opportunity, through its conversion feature, to participate in the capital appreciation of the common stock into which it is convertible. As the market price of the underlying common stock declines, convertible debentures tend to trade increasingly on a yield basis and so may not experience market value declines
15
to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible debenture tends to rise as a reflection of the value of the underlying common stock. To obtain such a higher yield the Portfolio may be required to pay for a convertible debenture an amount in excess of the value of the underlying common stock. Common stock acquired by the Portfolio upon conversion of a convertible debenture generally will be held for as long as the Advisor anticipates such stock will provide the Portfolio with opportunities which are consistent with the Portfolios investment objective and policies.
The following non-Feeder Portfolios, Master Funds and Underlying Funds may also invest in Exchange Traded Funds (ETFs) and similarly structured pooled investments for the purpose of gaining exposure to the equity markets while maintaining liquidity:
U.S. Large Company Portfolio
Enhanced U.S. Large Company Portfolio
U.S. Large Cap Equity Portfolio
U.S. Large Cap Value Series
U.S. Small Cap Value Portfolio
U.S. Targeted Value Portfolio
U.S. Core Equity 1 Portfolio
U.S. Core Equity 2 Portfolio
U.S. Vector Equity Portfolio
U.S. Small Cap Portfolio
U.S. Micro Cap Portfolio
DFA Real Estate Securities Portfolio
Large Cap International Portfolio
DFA International Value Portfolio
The DFA International Value Series
International Core Equity Portfolio
International Small Company Portfolio
The Japanese Small Company Series
The Asia Pacific Small Company Series
The United Kingdom Small Company Series
The Continental Small Company Series
DFA International Real Estate Securities Portfolio
DFA Global Real Estate Securities Portfolio
DFA International Small Cap Value Portfolio
International Vector Equity Portfolio
World ex U.S. Value Portfolio
World ex U.S. Targeted Value Portfolio
World ex U.S. Core Equity Portfolio
World Core Equity Portfolio
Selectively Hedged Global Equity Portfolio
The Emerging Markets Series
The Emerging Markets Small Cap Series
Dimensional Emerging Markets Value Fund
Emerging Markets Core Equity Portfolio
An ETF is an investment company classified as an open-end investment company or unit investment trust that is traded similar to a publicly traded company. ETFs in which the Portfolios invest are passively managed and attempt to track or replicate a desired index, such as a sector, market or global segment. The risks and costs of investing in ETFs are comparable to investing in 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 underlying index. The risk of not correlating to the index is an additional risk to the investors of ETFs. When a Portfolio invests in an ETF, shareholders of the Portfolio bear their proportionate share of the underlying ETFs fees and expenses.
16
Generally, securities will be purchased by the Equity Portfolios, Equity Master Funds and Equity Underlying Funds with the expectation that they will be held for longer than one year. The Enhanced U.S. Large Company Portfolio is expected to have a high portfolio turnover rate due to the relatively short maturities of the securities to be acquired. In addition, variations in turnover rates occur because securities are sold when, in the Advisors judgment, the return will be increased as a result of portfolio transactions after taking into account the cost of trading.
Directors
Organization of the Board
The Board of Directors of each Fund (each a Board) is responsible for establishing the Funds policies and for overseeing the management of each Fund. The Board of Directors elects the officers of each Fund, who, along with third party service providers, are responsible for administering the day-to-day operations of the Fund. The Board of Directors of each Fund is comprised of two interested Directors and six disinterested Directors. David G. Booth, an interested Director, is Chairman of each Board. The disinterested Directors of the Board designated Myron S. Scholes as the lead disinterested Director. As the lead disinterested Director, Mr. Scholes, among other duties: acts as a principal contact for management for communications to the disinterested Directors in between regular Board meetings; assists in the coordination and preparation of quarterly Board meeting agendas; raises and discusses issues with counsel to the disinterested Directors; raises issues and discusses ideas with management on behalf of the disinterested Directors in between regular meetings of the Board; and chairs executive sessions and separate meetings of the disinterested Directors (other than Committee meetings, which are chaired by the respective Committee Chairperson). The existing Board structure for each Fund also provides the disinterested Directors with adequate influence over the governance of the Board and each Fund, while also providing the Board with the invaluable insight of the two interested Directors, who, as both officers of the Fund and the Advisor, participate in the day-to-day management of each Funds affairs, including risk management.
The agenda for each quarterly meeting of the Board is provided at least two weeks prior to the meeting to the disinterested Directors in order to provide the Directors with the opportunity to contact Fund management and/or the disinterested Directors independent counsel regarding agenda items. In addition, the disinterested Directors regularly communicate with Mr. Booth regarding items of interest to them in between regularly scheduled meetings of the Board. The Board of each Fund meets in person at least four times each year and by telephone at other times. At each in-person meeting, the disinterested Directors meet in executive session with their independent counsel to discuss matters outside the presence of management.
Each Board has three standing committees. The Audit Committee and Nominating Committee are composed entirely of disinterested Directors. As described below, through these Committees, the disinterested Directors have direct oversight of each Funds accounting and financial reporting policies and the selection and nomination of candidates to each Funds Board. The Investment Strategy Committee (the Strategy Committee) consists of both interested and disinterested Directors. The Strategy Committee assists the Board in carrying out its fiduciary duties with respect to the oversight of the Fund and its performance.
Each Boards Audit Committee is comprised of George M. Constantinides, Roger G. Ibbotson and Abbie J. Smith. The Audit Committee for each Board oversees the Funds accounting and financial reporting policies and practices, each Funds internal controls, each Funds financial statements and the independent audits thereof and performs other oversight functions as requested by each Board. The Audit Committee for each Board recommends the appointment of each Funds independent registered public accounting firm and also acts as a liaison between each Funds independent registered public accounting firm and the full Board. There were two Audit Committee meetings held for each Fund during the fiscal year ended October 31, 2016.
17
Each Boards Nominating Committee is comprised of George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Myron S. Scholes and Abbie J. Smith. The Nominating Committee for each Board makes recommendations for nominations of disinterested and interested members on the Board to the disinterested Board members and to the full board. The Nominating Committee of each Board evaluates a candidates qualification for Board membership and the independence of such candidate from the Advisor and other principal service providers. The Nominating Committee did not meet during the fiscal year ended October 31, 2016.
The Strategy Committee is comprised of John P. Gould, Edward P. Lazear, Myron S. Scholes and Eduardo A. Repetto. At the request of a Board or the Advisor, the Strategy Committee (i) reviews the design of possible new series of the Fund, (ii) reviews performance of existing Portfolios of the Fund, and discusses and recommends possible enhancements to the Portfolios investment strategies, (iii) reviews proposals by the Advisor to modify or enhance the investment strategies or policies of each Portfolio, and (iv) considers issues relating to investment services for each Portfolio of the Fund. There were three Strategy Committee meetings held for each Fund during the fiscal year ended October 31, 2016.
The Board of each Fund, including all of the disinterested Directors, oversees and approves the contracts of the third party service providers that provide advisory, administrative, custodial and other services to the Fund.
Board Oversight of Risk Management
The Board of each Fund, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular board meetings, through regular reports that have been developed by Fund management and the Advisor. These reports address certain investment, valuation and compliance matters. The Board also may receive special written reports or presentations on a variety of risk issues, either upon the Boards request or upon the initiative of the Advisor. In addition, the Audit Committee of the Board meets regularly with management of the Advisor to review reports on the Advisors examinations of functions and processes that affect each Fund.
With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of each Funds portfolios. The Board discusses these reports and the portfolios performance and investment risks with management of the Advisor at the Boards regular meetings. The Investment Committee of the Advisor meets regularly to discuss a variety of issues, including the impact that the investment in particular securities or instruments, such as derivatives, may have on the portfolios. To the extent that the Investment Committee of the Advisor decides to materially change an investment strategy or policy of a portfolio and such change could have a significant impact on the portfolios risk profile, the Advisor will present such change to the Board for their approval.
With respect to valuation, the Advisor and each Funds administrative and accounting agent provide regular written reports to the Board that enables the Board to review fair valued securities in a particular portfolio. Such reports also include information concerning illiquid and any worthless securities held by each portfolio. In addition, each Funds Audit Committee reviews valuation procedures and pricing results with the Funds independent registered public accounting firm in connection with such Committees review of the results of the audit of each portfolios year-end financial statements.
With respect to compliance risks, the Board receives regular compliance reports prepared by the Advisors compliance group and meets regularly with each Funds Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. As required under SEC rules, the disinterested Directors meet in executive session with the CCO, and each Funds CCO prepares and presents an annual written compliance report to the Board. Each Funds Board adopts compliance policies and procedures for the Fund and receives information about the compliance procedures in place for the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
The Advisor periodically provides information to the Board relevant to enterprise risk management describing the way in which certain risks are managed at the complex-wide level by the Advisor. Such presentations include areas such as counter-party risk, material fund vendor or service provider risk, investment risk, reputational risk, personnel risk and business continuity risk.
18
Director Qualifications
When a vacancy occurs on the Board, the Nominating Committee of the Board evaluates a candidates qualification for Board membership and the independence of such candidate from the Advisor and other principal service providers. The Nominating Committee will consider nominees recommended by Qualifying Fund Shareholders if a vacancy occurs among Board members. A Qualifying Fund Shareholder is a shareholder, or group of shareholders, that: (i) owns of record, or beneficially through a financial intermediary, 5% or more of a Funds outstanding shares, and (ii) has owned such shares for 12 months or more prior to submitting the recommendation to the Committee. Such recommendations shall be directed to the Secretary of a Fund at 6300 Bee Cave Road, Building One, Austin, Texas 78746. The Qualifying Fund Shareholders letter should include: (i) the name and address of the Qualifying Fund Shareholder making the recommendation; (ii) the number of shares of each Portfolio of a Fund that are owned of record and beneficially by such Qualifying Fund Shareholder, and the length of time that such shares have been so owned by the Qualifying Fund Shareholder; (iii) a description of all arrangements and understandings between such Qualifying Fund Shareholder and any other person or persons (naming such person or persons) pursuant to which the recommendation is being made; (iv) the name and address of the nominee; and (v) the nominees resume or curriculum vitae. The Qualifying Fund Shareholders letter must be accompanied by a written consent of the individual to stand for election if nominated for the Board and to serve if elected by shareholders. The Committee also may seek such additional information about the nominee as the Committee considers appropriate, including information relating to such nominee that is required to be disclosed in solicitations or proxies for the election of Board members.
The Nominating Committee of the Board of each Fund believes that it is in the best interests of each Fund and its shareholders to obtain highly-qualified individuals to serve as members of the Board. Each Funds Board believes that each Director currently serving on the Board has the experience, qualifications, attributes and skills to allow the Board to effectively oversee the management of the Fund and protect the interests of shareholders. Each Board noted that each Director had professional experience in areas of importance for investment companies. The Board considered that each disinterested Director held an academic position in the areas of finance, economics or accounting. The Board also noted that John P. Gould, Myron S. Scholes and Abbie J. Smith each had experience serving as a director on the boards of operating companies and/or other investment companies. In addition, the Board considered that David G. Booth and Eduardo A. Repetto contributed valuable experience due to their positions with the Advisor. Certain biographical information for each disinterested Director and each interested Director of a Fund is set forth in the tables below, including a description of each Directors experience as a Director of a Fund and as a director or trustee of other funds, as well as other recent professional experience.
Disinterested Directors
Name, Address and Year of Birth |
Position |
Term
of
|
Principal Occupation During Past 5 Years |
Portfolios
within the DFA Fund Complex 2 Overseen |
Other
Directorships of Public Companies Held During Past 5 Years |
|||||
George M. Constantinides University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1947 |
Director |
DFAIDG Since 1983; DIG Since 1993 |
Leo Melamed Professor of Finance, University of Chicago Booth School of Business. |
123 portfolios
in 4 investment companies |
None | |||||
John P. Gould University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1939 |
Director |
DFAIDG Since 1986; DIG Since 1993 |
Steven G. Rothmeier Professor and Distinguished Service Professor of Economics, University of Chicago Booth School of Business (since 1965). Member and Chair, Competitive Markets Advisory Council, Chicago Mercantile Exchange (futures trading exchange) (since 2004). Formerly, Member of the Board of Milwaukee Insurance Company (1997-2010). |
123 portfolios
in 4 investment companies |
Trustee, Harbor
Funds (registered investment company) (29 portfolios) (1994- 2015). |
19
Name, Address and Year of Birth |
Position |
Term
of
|
Principal Occupation During Past 5 Years |
Portfolios
within the DFA Fund Complex 2 Overseen |
Other
Directorships of Public Companies Held During Past 5 Years |
|||||
Roger G. Ibbotson Yale School of Management P.O. Box 208200 New Haven, CT 06520-8200
1943 |
Director |
DFAIDG Since 1981; DIG Since 1993 |
Professor in Practice Emeritus of Finance, Yale School of Management (since 1984). Consultant to Morningstar, Inc. (since 2006). Chairman, CIO and Partner, Zebra Capital Management, LLC (hedge fund and asset manager) (since 2001). Formerly, Director, BIRR Portfolio Analysis, Inc. (software products) (1990-2010). |
123 portfolios
in 4 investment companies |
None | |||||
Edward P. Lazear Stanford University Graduate School of Business 518 Memorial Way Stanford, CA 94305-5015
1948 |
Director |
DFAIDG Since 2010; DIG Since 2010 |
Distinguished Visiting Fellow, Becker Friedman Institute for Research in Economics, University of Chicago (since 2015). Morris Arnold Cox Senior Fellow, Hoover Institution (since 2002). Jack Steele Parker Professor of Human Resources Management and Economics, Graduate School of Business, Stanford University (since 1995). Cornerstone Research (expert testimony and economic and financial analysis) (since 2009). Formerly, Chairman of President George W. Bushs Council of Economic Advisers (2006- 2009). Formerly, Council of Economic Advisors, State of California (2005-2006). Formerly, Commissioner, White House Panel on Tax Reform (2005). |
123 portfolios
in 4 investment companies |
None | |||||
Myron S. Scholes c/o Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746
1941 |
Director |
DFAIDG Since 1981; DIG Since 1993 |
Chief Investment Strategist, Janus Capital Group Inc. (since 2014). Frank E. Buck Professor of Finance, Emeritus, Graduate School of Business, Stanford University (since 1981). Formerly, Chairman, Platinum Grove Asset Management L.P. (hedge fund) (formerly, Oak Hill Platinum Partners) (1999-2009). |
123 portfolios
in 4 investment companies |
Formerly, Adviser,
Kuapay, Inc. (2013-2014). Formerly, Director, American Century Fund Complex (registered investment companies) (43 Portfolios) (1980- 2014). |
|||||
Abbie J. Smith University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1953 |
Director |
DFAIDG Since 2000; DIG Since 2000 |
Boris and Irene Stern Distinguished Service Professor of Accounting, University of Chicago Booth School of Business (since 1980); Co-Director Investment Research, Fundamental Investment Advisors (hedge fund) (2008-2011). |
123 portfolios
in 4 investment companies |
Lead Director
(beginning May 2014) and Director (since 2000), HNI Corporation (formerly known as HON Industries Inc.) (office furniture); Director, Ryder System Inc. (transportation, logistics and supply-chain management) (since 2003); and Trustee, UBS Funds (4 investment companies within the fund complex) (30 portfolios) (since 2009). |
20
Interested Directors
The following interested Directors are described as such because they are deemed to be interested persons, as that term is defined under the 1940 Act, due to their positions with the Advisor.
Name, Address and Year of
|
Position |
Term
of
|
Principal Occupation During Past 5 Years |
Portfolios
within the DFA Fund Complex 2 Overseen |
Other
Directorships of Public Companies Held During Past 5 Years |
|||||
David G. Booth 6300 Bee Cave Road, Building One Austin, TX 78746
1946 |
Chairman, Director, President and Co-Chief Executive Officer |
DFAIDG Since 1981; DIG Since 1992 |
Chairman, Director/Trustee, President, Co-Chief Executive Officer and formerly, Chief Executive Officer (until 1/1/2010) of the following companies: Dimensional Holdings Inc., Dimensional Fund Advisors LP, DFA Securities LLC, Dimensional Emerging Markets Value Fund (DEM), DFAIDG, DIG and The DFA Investment Trust Company (DFAITC) (collectively, the DFA Entities). Director of Dimensional Fund Advisors Ltd. and formerly, Chief Investment Officer. Director of DFA Australia Limited and formerly, President and Chief Investment Officer. Director of Dimensional Advisors Ltd., Dimensional Funds plc and Dimensional Funds II plc. Formerly, President, Dimensional SmartNest (US) LLC (2009-2014). Limited Partner, VSC Investors, LLC (since 2007). Formerly, Limited Partner, Oak Hill Partners (2001-2010). Trustee, University of Chicago. Trustee, University of Kansas Endowment Association. Formerly, Director, SA Funds (registered investment company). Chairman, Director and Co-Chief Executive Officer of Dimensional Fund Advisors Canada ULC. Director and President (since 2012) of Dimensional Japan Ltd. Chairman, Director, President and Co-Chief Executive Officer of Dimensional Cayman Commodity Fund I Ltd. (since 2010). |
123 portfolios
in 4 investment companies |
None | |||||
Eduardo A. Repetto 6300 Bee Cave Road, Building One Austin, TX 78746
1967
|
Director, Co-Chief Executive Officer and Co-Chief Investment Officer |
DFAIDG Since 2009; DIG Since 2009 |
Co-Chief Executive Officer (beginning January 2010), Co-Chief Investment Officer (since June 2014), Director and formerly, Chief Investment Officer (until June 2014) of the DFA Entities. Director, Co-Chief Executive Officer and Chief Investment Officer (since 2010) of Dimensional Cayman Commodity Fund I Ltd. Director, Co-Chief Executive Officer, President and Co-Chief Investment Officer of Dimensional Fund Advisors Canada ULC and formerly, Chief Investment Officer (until April 2014). Co-Chief Investment Officer, Vice President, and Director of DFA Australia Limited and formerly, Chief Investment Officer (until April 2014). Director of Dimensional Fund Advisors Ltd., Dimensional Funds plc, Dimensional Funds II plc and Dimensional Advisors Ltd. Formerly, Vice President of the DFA Entities and Dimensional Fund Advisors Canada ULC. Director and Chief Investment Officer (since December 2012) of Dimensional Japan Ltd. |
123 portfolios
in 4 investment companies |
None |
1 | Each Director holds office for an indefinite term until his or her successor is elected and qualified. |
2 | Each Director is a director or trustee of each of the four registered investment companies within the DFA Fund Complex, which include: the Funds; the Trust; and DEM. Each disinterested Director also serves on the Independent Review Committee of the Dimensional Funds, mutual funds registered in the provinces of Canada and managed by the Advisors affiliate, Dimensional Fund Advisors Canada ULC. |
Information relating to each Directors ownership (including the ownership of his or her immediate family) in the Portfolios of the Funds in this SAI and in all registered investment companies in the DFA Fund Complex as of December 31, 2016 is set forth in the chart below.
21
[TO BE UPDATED IN THE 485(B) FILING:
Name |
Dollar Range of Fund Shares Owned |
Aggregate Dollar Range of Shares Owned in All Funds Overseen by Director in Family of Investment Companies |
||
Disinterested Directors: | ||||
George M. Constantinides | [None] | [None Directly; Over $100,000 in Simulated Funds**] | ||
John P. Gould | [U.S. Core Equity 2 Portfolio $10,001-$50,000] | [$10,001-$50,000; Over $100,000 in Simulated Funds**] | ||
Roger G. Ibbotson |
[U.S. Core Equity 1 Portfolio Over $100,000] [U.S. Core Equity 2 Portfolio Over $100,000] [International Core Equity Portfolio Over $100,000] |
[Over $100,000; Over $100,000 in Simulated Funds**] | ||
Edward P. Lazear | [None] | [None Directly; Over $100,000 in Simulated Funds**] | ||
Myron S. Scholes | [U.S. Micro Cap Portfolio Over $100,000] | [Over $100,000; Over $100,000 in Simulated Funds**] | ||
Abbie J. Smith | [None] | [None Directly; Over $100,000 in Simulated Funds**] | ||
Interested Directors: | ||||
David G. Booth | [U.S. Micro Cap Portfolio Over $100,000] | [Over $100,000] | ||
Eduardo A. Repetto |
[U.S. Large Company Portfolio Over $100,000] [U.S. Large Cap Equity Portfolio Over $100,000] [U.S. Core Equity 1 Portfolio Over $100,000] [U.S. Core Equity 2 Portfolio Over $100,000] [Large Cap International Portfolio Over $100,000] [International Core Equity Portfolio Over $100,000] [World ex U.S. Core Equity Portfolio Over $100,000] [Emerging Markets Core Equity Portfolio $50,001-$100,000] |
[Over $100,000] |
** | As discussed below, the compensation to certain of the disinterested Directors may be in amounts that correspond to a hypothetical investment in a cross-section of the DFA Funds. Thus, the disinterested Directors who are so compensated experience the same investment returns that are experienced by shareholders of the DFA Funds although the disinterested Directors do not directly own shares of the DFA Funds. |
Set forth below is a table listing, for each Director entitled to receive compensation, the compensation received from the Funds during the fiscal year ended October 31, 2016 and the total compensation received from all four registered investment companies for which the Advisor served as investment advisor during that same period. The table also provides the compensation paid by each Fund to the Funds Chief Compliance Officer for the fiscal year ended October 31, 2016.
[TO BE UPDATED IN THE 485(B) FILING:
Name and Position |
Aggregate
Compensation from DFAIDG* |
Aggregate
Compensation from DIG* |
Pension or
Retirement Benefits as Part of Expenses |
Estimated
Annual Benefits upon Retirement |
Total
Compensation from the Funds and DFA Fund Complex Paid to Directors |
|||||||||||||||
George M. Constantinides Director |
$ | [ ] | $ | [ ] | N/A | N/A | $ | [ ] | ||||||||||||
John P. Gould Director |
$ | [ ] | $ | [ ] | N/A | N/A | $ | [ ] | ||||||||||||
Roger G. Ibbotson Director |
$ | [ ] | $ | [ ] | N/A | N/A | $ | [ ] | ||||||||||||
Edward P. Lazear Director |
$ | [ ] | $ | [ ] | N/A | N/A | $ | [ ] | ||||||||||||
Myron S. Scholes Lead Independent Director |
$ | [ ] | $ | [ ] | N/A | N/A | $ | [ ] | ||||||||||||
Abbie J. Smith Director |
$ | [ ] | $ | [ ] | N/A | N/A | $ | [ ] | ||||||||||||
Christopher S. Crossan Chief Compliance Officer |
$ | [ ] | $ | [ ] | N/A | N/A | N/A |
22
| The term DFA Fund Complex refers to the four registered investment companies for which the Advisor performs advisory and administrative services and for which the individuals listed above serve as directors/trustees on the Boards of Directors/Trustees of such companies. |
* | Under a deferred compensation plan (the Plan) adopted effective January 1, 2002, the disinterested Directors of the Fund may defer receipt of all or a portion of the compensation for serving as members of the four Boards of Directors/Trustees of the investment companies in the DFA Fund Complex (the DFA Funds). Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of the DFA Funds (the Reference Funds or Simulated Funds). The amounts ultimately received by the disinterested Directors under the Plan will be directly linked to the investment performance of the Reference Funds. Deferral of fees in accordance with the Plan will have a negligible effect on a funds assets, liabilities, and net income per share, and will not obligate a fund to retain the services of any disinterested Director or to pay any particular level of compensation to the disinterested Director. The total amount of deferred compensation accrued by the disinterested Directors from the DFA Fund Complex who participated in the Plan during the fiscal year ended October 31, 2016 is as follows: $[ ] (Mr. Ibbotson) and $ [ ] (Mr. Lazear). A disinterested Directors deferred compensation will be distributed at the earlier of: (a) January in the year after the disinterested Directors resignation from the Boards of Directors/Trustees of the DFA Funds, or death or disability; or (b) five years following the first deferral, in such amounts as the disinterested Director has specified. The obligations of the DFA Funds to make payments under the Plan will be unsecured general obligations of the DFA Funds, payable out of the general assets and property of the DFA Funds. |
Officers
Below is the name, year of birth, information regarding positions with the Funds and the principal occupation for each officer of the Funds. The address of each officer is 6300 Bee Cave Road, Building One, Austin, TX 78746. Each of the officers listed below holds the same office (except as otherwise noted) in the DFA Entities.
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
April A. Aandal 1963 |
Vice President |
Since
2008 |
Vice President of all the DFA Entities. | |||
Robyn G. Alcorta 1974 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Vice President, Business Development at Capson Physicians Insurance Company (2010-2012). | |||
Magdalia S. Armstrong 1977 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2016). | |||
Darryl D. Avery 1966 |
Vice President |
Since
2005 |
Vice President of all the DFA Entities. | |||
Arthur H. Barlow 1955 |
Vice President |
Since
1993 |
Vice President of all the DFA Entities. Director and Managing Director of Dimensional Fund Advisors Ltd (since September 2013). Director of Dimensional Funds plc and Dimensional Funds II plc (since November 2013). | |||
Lana Bergstein 1974 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Client Service Manager for Dimensional Fund Advisors LP (February 2008 January 2014). |
23
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Stanley W. Black 1970 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Senior Research Associate (January 2012 January 2014) and Research Associate (2006 2011) for Dimensional Fund Advisors LP. | |||
Aaron T. Borders 1973 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2008 January 2014). | |||
Scott A. Bosworth 1968 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Valerie A. Brown 1967 |
Vice President and Assistant Secretary |
Since
2001 |
Vice President and Assistant Secretary of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Cayman Commodity Fund I Ltd., Dimensional Fund Advisors Pte. and Dimensional Hong Kong Limited. Director, Vice President and Assistant Secretary of Dimensional Fund Advisors Canada ULC. | |||
David P. Butler 1964 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. Head of Global Financial Services for Dimensional Fund Advisors LP (since 2008). | |||
Douglas M. Byrkit 1970 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (December 2010 January 2012). | |||
Hunt M. Cairns 1973 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2010 January 2014) for Dimensional Fund Advisors LP. | |||
David K. Campbell 1966 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, DC Relationship Manager for Dimensional Fund Advisors LP (October 2010 January 2016). | |||
Dennis M. Chamberlain 1972 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2015) for Dimensional Fund Advisors LP; Principal for Chamberlain Financial Group (October 2010 December 2011). | |||
Ryan J. Chaplinski 1971 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (June 2011 January 2015) for Dimensional Fund Advisors LP; Sales Executive for Vanguard (2004 June 2011). | |||
James G. Charles 1956 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. | |||
Joseph H. Chi 1966 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. Co-Head of Portfolio Management (since March 2012) and Senior Portfolio Manager (since January 2012) for Dimensional Fund Advisors LP. Vice President of Dimensional Fund Advisors Canada ULC (since April 2016). Formerly, Portfolio Manager for Dimensional Fund Advisors LP (October 2005 to January 2012). | |||
Pil Sun Choi 1972 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Counsel for Dimensional Fund Advisors LP (April 2012 January 2014); Vice President and Counsel for AllianceBernstein L.P. (2006 2012). | |||
Stephen A. Clark 1972 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. Director and Vice President of Dimensional Japan Ltd (since February 2016). President and Director of Dimensional Fund Advisors Canada ULC (since February 2016) and Vice President (since April 2008) and Director (since October 2016) of DFA Australia Limited. Director of Dimensional Advisors Ltd, Dimensional Fund Advisors Pte. Ltd., and Dimensional Hong Kong Limited, (since April 2016), Vice President of Dimensional Fund Advisors Pte Ltd. (since June 2016), Head of Global Institutional Services for Dimensional Fund Advisors LP (since January 2014). Formerly, Vice President of Dimensional Fund Advisors Canada ULC (December 2010 February 2016); Head of Institutional, North America (March 2012 to December 2013) and Head of Portfolio Management (January 2006 to March 2012) for Dimensional Fund Advisors LP. | |||
Matthew B. Cobb 1971 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2011 March 2013); Vice President at MullinTBG (2005-2011). | |||
Rose C. Cooke 1971 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2010 March 2014). | |||
Ryan Cooper 1979 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (2003 March 2014). | |||
Jeffrey D. Cornell 1976 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2002 January 2012). | |||
Robert P. Cornell 1949 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. |
24
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
John W. Crill (Wes) 1982 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Senior Associate, Research (January 2015 January 2016); Associate, Research (January 2014 January 2015); Analyst, Research (July 2010 January 2014) for Dimensional Fund Advisors LP. | |||
Christopher S. Crossan 1965 |
Vice President and Global Chief Compliance Officer |
Since
2004 |
Vice President and Global Chief Compliance Officer of all the DFA Entities, DFA Australia Limited and Dimensional Fund Advisors Ltd. Chief Compliance Officer and Chief Privacy Officer of Dimensional Fund Advisors Canada ULC, Chief Compliance Officer of Dimensional Fund Advisors Pte. Ltd. Formerly, Vice President and Global Chief Compliance Officer for Dimensional SmartNest (US) LLC (October 2010 2014). | |||
John T. Curnutte 1980 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, Research Systems (November 2012 January 2016) for Dimensional Fund Advisors LP; Assistant Vice President, Oaktree Capital Management (April 2011 October 2012). | |||
John Dashtara 1980 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (July 2013 January 2015) for Dimensional Fund Advisors LP; Relationship Manager for Blackrock, Inc. (July 2011 July 2013);Vice President for Towers Watson (formerly, WellsCanning) (June 2009 July 2011). | |||
James L. Davis 1956 |
Vice President |
Since
1999 |
Vice President of all the DFA Entities. | |||
Robert T. Deere 1957 |
Vice President |
Since
1994 |
Vice President of all the DFA Entities, DFA Australia Limited and Dimensional Fund Advisors Canada ULC. | |||
Johnathon K. DeKinder 1979 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2014) and Senior Associate (August 2010 December 2011) for Dimensional Fund Advisors LP. | |||
Mark J. Dennis 1976 |
Vice President |
Since
2015 |
Vice President of all DFA Entities. Formerly, Regional Director (May 2011 January 2015) for Dimensional Fund Advisors LP; Vice President, Portfolio Specialist (January 2007 May 2011) for Morgan Stanley Investment Management. | |||
Massimiliano DeSantis 1971 |
Vice President |
Since
2015 |
Vice President of all DFA Entities. Formerly, Senior Associate, Research (November 2012 January 2015) for Dimensional Fund Advisors LP; Senior Consultant, NERA Economic Consulting, New York (May 2010 November 2012). | |||
Peter F. Dillard 1972 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities. Chief Data Officer for Dimensional Fund Advisors LP (since January 2016). | |||
Robert W. Dintzner 1970 |
Vice President |
Since
2001 |
Vice President of all the DFA Entities. | |||
Karen M. Dolan 1979 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Head of Marketing for Dimensional Fund Advisors LP (since February 2013). Formerly, Senior Manager of Research and Marketing for Dimensional Fund Advisors LP (June 2012 January 2013); Director of Mutual Fund Analysis at Morningstar (January 2008 May 2012). | |||
L. Todd Erskine 1959 |
Vice President |
Since
2015 |
Vice President of all DFA Entities. Formerly, Regional Director (May 2008 January 2015) for Dimensional Fund Advisors LP. | |||
Richard A. Eustice 1965 |
Vice President and Assistant Secretary |
Since
1998 |
Vice President and Assistant Secretary of all the DFA Entities and DFA Australia Limited. Chief Operating Officer for Dimensional Fund Advisors Pte. Ltd. (since April 2013). Formerly, Chief Operating Officer for Dimensional Fund Advisors Ltd. (July 2008 March 2013). | |||
Gretchen A. Flicker 1971 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. | |||
Jed S. Fogdall 1974 |
Vice President |
Since
2008 |
Vice President of all the DFA Entities. Co-Head of Portfolio Management (since March 2012) and Senior Portfolio Manager (since January 2012) of Dimensional Fund Advisors LP. Vice President of Dimensional Fund Advisors Canada ULC (since April 2016). Formerly, Portfolio Manager of Dimensional Fund Advisors LP (September 2004 January 2012). | |||
Edward A. Foley 1976 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2011 January 2014); Senior Vice President of First Trust Advisors L.P. (2007 July 2011). | |||
Deborah J.G. Foster 1959 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Associate (May 2011 January 2015) for Dimensional Fund Advisors LP. |
25
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Jeremy P. Freeman 1970 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. | |||
Kimberly A. Ginsburg 1970 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Vice President for Dimensional SmartNest (US) LLC (January 2012November 2014); Senior Vice President for Morningstar (July 2004 July 2011). | |||
Mark R. Gochnour 1967 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Tom M. Goodrum 1968 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Managing Director at BlackRock (2004 January 2012). | |||
Henry F. Gray 1967 |
Vice President |
Since
2000 |
Vice President of all the DFA Entities. | |||
John T. Gray 1974 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Christian Gunther 1975 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Senior Trader for Dimensional Fund Advisors LP (since 2012). Formerly, Senior Trader (2009-2012). | |||
Robert W. Hawkins 1974 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Counsel for Dimensional Fund Advisors LP (January 2011 January 2014). | |||
Joel H. Hefner 1967 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Kevin B. Hight 1967 |
Vice President |
Since
2005 |
Vice President of all the DFA Entities. | |||
Gregory K. Hinkle 1958 |
Vice President, Chief Financial Officer, and Treasurer |
Since
2016 |
Vice President, Chief Financial Officer, and Treasurer of all the DFA Entities. Interim Chief Financial Officer, interim Treasurer and Vice President of Dimensional Advisors Ltd., Dimensional Hong Kong Limited, Dimensional Cayman Commodity Fund I Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Fund Advisors Pte. Ltd and DFA Australia Ltd. Formerly, interim Chief Financial Officer and interim Treasurer (April 2016 September 2016), and Controller (August 2015 September 2016) of all the DFA Entities); Vice President of T. Rowe Price Group, Inc. and Director of Investment Treasury and Treasurer of the T. Rowe Price Funds (March 2008 July 2015). | |||
Christine W. Ho 1967 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. | |||
Michael C. Horvath 1960 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Formerly, Managing Director, Co-Head Global Consultant Relations at BlackRock (2004-2011). | |||
Mark A. Hunter 1971 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer (November 2010 January 2015) for Dimensional Fund Advisors LP. | |||
Alan R. Hutchison 1977 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (January 2013 Present). Formerly, Investment Associate for Dimensional Fund Advisors LP (January 2010January 2013). | |||
Shahryar S. Jaberzadeh 1983 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2006 January 2016). | |||
Jeremy R. James 1977 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, IT Service Management (October 2014 January 2016); Manager, Managed DC Systems (October 2005 October 2014) for Dimensional Fund Advisors LP. | |||
Jeff J. Jeon 1973 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities and Dimensional Cayman Commodity Fund I Ltd. | |||
Garret D. Jones 1971 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Manager of Sales and Marketing Systems (January 2011 January 2014) for Dimensional Fund Advisors LP. | |||
Stephen W. Jones 1968 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Facilities Manager for Dimensional Fund Advisors LP (October 2008 January 2012). | |||
Scott P. Kaup 1975 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Manager, Investment Operations (January 2014 January 2015) and Investment Operations Manager (May 2008 January 2014) for Dimensional Fund Advisors LP. |
26
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
David M. Kavanaugh 1978 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Head of Operations for Financial Advisor Services for Dimensional Fund Advisors LP (since July 2014). Formerly, Counsel of Dimensional Fund Advisors LP (August 2011 January 2014); Associate at Andrews Kurth LLP (2006 2011). | |||
Patrick M. Keating 1954 |
Vice President |
Since
2003 |
Vice President of DFAIDG, DIG, DFAITC, DEM, Dimensional Holdings Inc., Dimensional Fund Advisors LP and Dimensional Japan Ltd. Chief Operating Officer and Director of Dimensional Japan Ltd. Formerly, Vice President of DFA Securities LLC, Dimensional Cayman Commodity Fund I Ltd. and Dimensional Advisors Ltd (until February 2015); Chief Operating Officer of Dimensional Holdings Inc., DFA Securities LLC, Dimensional Fund Advisors LP, Dimensional Cayman Commodity Fund I Ltd., Dimensional Advisors Ltd. and Dimensional Fund Advisors Pte. Ltd. (until February 2015); Director, Vice President, and Chief Privacy Officer of Dimensional Fund Advisors Canada ULC (until February 2015); Director of DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Advisors Ltd. (until February 2015); and Director and Vice President of Dimensional Hong Kong Limited and Dimensional Fund Advisors Pte. Ltd. (until February 2015). | |||
Andrew K. Keiper 1977 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (October 2004 January 2013). | |||
David M. Kershner 1971 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since June 2004). | |||
Arun C. Keswani 1975 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (January 2015 Present). Formerly, Portfolio Manager (January 2013 January 2015) and Investment Associate (October 2011 January 2013) for Dimensional Fund Advisors LP; Investment Banking Associate at Morgan Stanley (August 2010 September 2011). | |||
Kimberly L. Kiser 1972 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Creative Director for Dimensional Fund Advisors LP (September 2012 January 2014); Vice President and Global Creative Director at Morgan Stanley (2007 2012); Visiting Assistant Professor, Graduate Communications Design at Pratt Institute (2004 2012). | |||
Timothy R. Kohn 1971 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Head of Defined Contribution Sales for Dimensional Fund Advisors LP (since August 2010). | |||
Joseph F. Kolerich 1971 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. Senior Portfolio Manager of Dimensional Fund Advisors LP (since January 2012). Formerly, Portfolio Manager for Dimensional (April 2001 January 2012). | |||
Natalia Y. Knych 1971 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, RFP, Institutional (January 2015 January 2016); Senior Associate, Institutional (April 2007 January 2015) for Dimensional Fund Advisors LP. | |||
Mark D. Krasniewski 1981 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Senior Associate, Investment Analytics and Data (January 2012 December 2012) and Systems Developer (June 2007 December 2011) for Dimensional Fund Advisors LP. | |||
Kahne L. Krause 1966 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (May 2010 January 2014) for Dimensional Fund Advisors LP. | |||
Stephen W. Kurad 1968 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. | |||
Michael F. Lane 1967 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. Formerly, Chief Executive Officer for Dimensional SmartNest (US) LLC (July 2012 November 2014). | |||
Francis R. Lao 1969 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Formerly, Vice President Global Operations at Janus Capital Group (2005-2011). | |||
David F. LaRusso 1978 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Senior Trader (January 2010 December 2012) for Dimensional Fund Advisors LP. | |||
Juliet H. Lee 1971 |
Vice President |
Since
2005 |
Vice President of all the DFA Entities. | |||
Marlena I. Lee 1980 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. | |||
Paul A. Lehman 1971 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (July 2013 January 2015) for Dimensional Fund Advisors LP; Chief Investment Officer (April 2005 April 2013) for First Citizens Bancorporation. |
27
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
John B. Lessley 1960 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2008 January 2013). | |||
Joy L. Lopez 1971 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Tax Manager (February 2013 January 2015) for Dimensional Fund Advisors LP; Vice President and Tax Manager, North America (August 2006 April 2012) for Pacific Investment Management Company. | |||
Apollo D. Lupescu 1969 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. | |||
Timothy P. Luyet 1972 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Manager, Marketing Operations (January 2014 January 2015), Manager, Client Systems (October 2011 January 2014) and RFP Manager (April 2010 October 2011) for Dimensional Fund Advisors LP. | |||
Peter Magnusson 1969 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2014). | |||
Kenneth M. Manell 1972 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities and Dimensional Cayman Commodity Fund I Ltd. | |||
Aaron M. Marcus 1970 |
Vice President |
Since
2008 |
Vice President of all DFA Entities and Head of Global Human Resources for Dimensional Fund Advisors LP. | |||
Duane R. Mattson 1965 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer (May 2012 January 2015) for Dimensional Fund Advisors LP; Chief Compliance Officer (April 2010 April 2012) for Al Frank Asset Management. | |||
Bryan R. McClune 1975 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director of Dimensional Fund Advisors LP (January 2009 January 2014). | |||
Philip P. McInnis 1984 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2009 January 2014) and Senior Associate (2011) for Dimensional Fund Advisors LP. | |||
Francis L. McNamara 1959 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, Project Management Office for Dimensional Fund Advisors LP (October 2006 January 2016). | |||
Travis A. Meldau 1981 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Portfolio Manager (since September 2011) for Dimensional Fund Advisors LP. Formerly, Portfolio Manager for Wells Capital Management (October 2004 September 2011). | |||
Tracy R. Mitchell 1974 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2013 January 2016); Managing Director, Client Services, Charles Schwab (December 2009 August 2013). | |||
Jonathan G. Nelson 1971 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Manager, Investment Systems (2011 January 2013) for Dimensional Fund Advisors LP. | |||
Catherine L. Newell 1964 |
Vice President and Secretary |
Vice
President since 1997 and Secretary since 2000 |
Vice President and Secretary of all the DFA Entities. Director, Vice President and Secretary of DFA Australia Limited and Dimensional Fund Advisors Ltd. (since February 2002, April 1997, and May 2002, respectively). Vice President and Secretary of Dimensional Fund Advisors Canada ULC (since June 2003), Dimensional Cayman Commodity Fund I Ltd., Dimensional Japan Ltd (since February 2012), Dimensional Advisors Ltd (since March 2012), Dimensional Fund Advisors Pte. Ltd. (since June 2012). Director of Dimensional Funds plc and Dimensional Funds II plc (since 2002 and 2006, respectively). Director of Dimensional Japan Ltd., Dimensional Advisors Ltd., Dimensional Fund Advisors Pte. Ltd. and Dimensional Hong Kong Limited (since August 2012 and July 2012). Formerly, Vice President and Secretary of Dimensional SmartNest (US) LLC (October 2010 November 2014). | |||
John R. Nicholson 1977 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (June 2011 January 2015) for Dimensional Fund Advisors LP; Sales Executive for Vanguard (July 2008 May 2011). | |||
Pamela B. Noble 1964 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Formerly, Portfolio Manager for Dimensional Fund Advisors LP (20082010). | |||
Selwyn Notelovitz 1961 |
Vice President and Deputy Chief Compliance Officer |
Since
2013 |
Vice President and Deputy Chief Compliance Officer of all the DFA Entities. Deputy Chief Compliance Officer of Dimensional Fund Advisors LP (since December 2012). Formerly, Chief Compliance Officer of Wellington Management Company, LLP (2004 2011). |
28
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Carolyn L. O 1974 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities, Dimensional Cayman Commodity Fund I Ltd., and Dimensional Fund Advisors Canada ULC (since April 2016). Deputy General Counsel, Funds (since 2011). | |||
Gerard K. OReilly 1976 |
Vice President and Co-Chief Investment Officer |
Vice
President since 2007 and Co- Chief Investment Officer since 2014 |
Vice President and Co-Chief Investment Officer of all the DFA Entities, Dimensional Fund Advisors Canada ULC, and Dimensional Japan Ltd. Director of Dimensional Funds plc and Dimensional Fund II plc. | |||
Randy C. Olson 1980 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer for Dimensional Fund Advisors LP (July 2014 January 2016); Vice President Regional Head of Investment Compliance, Asia, PIMCO Asia Private Limited (July 2012 July 2014); Country Compliance Officer, Janus Capital, Singapore Private Limited (May 2011 June 2012). | |||
Daniel C. Ong 1973 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since July 2005). | |||
Kyle K. Ozaki 1978 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities. | |||
Matthew A. Pawlak 1977 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (2012 January 2013); Senior Consultant (June 2011-December 2011) and Senior Investment Analyst and Consultant (July 2008-June 2011) at Hewitt EnnisKnupp. | |||
Mary T. Phillips 1981 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Senior Portfolio Manager (January 2015 present). Formerly, Portfolio Manager (April 2014 January 2015) and Investment Associate for Dimensional Fund Advisors LP (July 2012 March 2014). | |||
Jeffrey L. Pierce 1984 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Senior Manager, Advisor Benchmarking (since January 2015) for Dimensional Fund Advisors LP. Formerly, Manager, Advisor Benchmarking (April 2012 December 2014) for Dimensional Fund Advisors LP; Senior Manager, Research and Consulting (October 2010 April 2012) for Crain Communications Inc. | |||
Olivian T. Pitis 1974 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (May 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Brian P. Pitre 1976 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Counsel for Dimensional Fund Advisors LP (since February 2015). Formerly, Chief Financial Officer and General Counsel for Relentless (March 2014 January 2015); Vice President of all the DFA Entities (January 2013 March 2014); Counsel for Dimensional Fund Advisors LP (January 2009March 2014). | |||
David A. Plecha 1961 |
Vice President |
Since
1993 |
Vice President of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Fund Advisors Canada ULC. | |||
Allen Pu 1970 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (since January 2015). Formerly, Portfolio Manager for Dimensional Fund Advisors LP (2006 January 2015). | |||
David J. Rapozo 1967 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2014). | |||
Mark A. Regier 1969 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Planning and Analysis Manager for Dimensional Fund Advisors LP (July 2007 January 2014). | |||
Cory T. Riedberger 1979 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (March 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Savina B. Rizova 1981 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Research Associate (June 2011 January 2012) for Dimensional Fund Advisors LP. | |||
Michael F. Rocque 1968 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Fund Accounting Manager (July 2013 January 2015) for Dimensional Fund Advisors LP; Senior Financial Consultant and Chief Accounting Officer (July 2002 July 2013) for MFS Investment Management. | |||
L. Jacobo Rodríguez 1971 |
Vice President |
Since
2005 |
Vice President of all the DFA Entities. | |||
Austin S. Rosenthal 1978 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Vice President for Dimensional SmartNest (US) LLC (September 2010November 2014). |
29
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Oliver J. Rowe 1960 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Senior Manager, Human Resources for Dimensional Fund Advisors LP (January 2012 January 2014); Director of Human Resources at Spansion, Inc. (March 2009 December 2011). | |||
Joseph S. Ruzicka 1987 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Manager Investment Analytics and Data (January 2014 January 2015), Senior Associate, Investment Analytics and Data (January 2013 January 2014), Associate, Investment Analytics and Data (January 2012 January 2013), and Investment Data Analyst (April 2010 January 2012) for Dimensional Fund Advisors LP. | |||
Julie A. Saft 1959 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities. | |||
Joel P. Schneider 1980 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Portfolio Manager (since 2013) for Dimensional Fund Advisors LP. Formerly, Investment Associate (April 2011 January 2013) for Dimensional Fund Advisors LP. | |||
Ashish Shrestha 1978 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (September 2009 January 2015) for Dimensional Fund Advisors LP. | |||
Bruce A. Simmons 1965 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. | |||
Ted R. Simpson 1968 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Bhanu P. Singh 1981 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (since January 2015). Formerly, Portfolio Manager (January 2012 January 2015) and Investment Associate for Dimensional Fund Advisors LP (August 2010 December 2011). | |||
Bryce D. Skaff 1975 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Lukas J. Smart 1977 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Portfolio Manager of Dimensional Fund Advisors LP (since January 2010). | |||
Andrew D. Smith 1968 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. | |||
Grady M. Smith 1956 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities and Dimensional Fund Advisors Canada ULC. | |||
Matthew Snider 1976 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2011 January 2016); Sales Executive, Vanguard (May 2008 August 2011). | |||
Lawrence R. Spieth 1947 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. | |||
Charlene L. St. John 1965 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Senior Manager for Dimensional Fund Advisors LP (September 2014 - January 2016); Vice President of Marketing, Forward Management/Salient (January 2008 February 2014). | |||
Brent M. Stone 1971 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Project Manager (September 2012 December 2015) and Manager, Corporate Systems for Dimensional Fund Advisors LP (January 2011 September 2012). | |||
Richard H. Tatlow V 1971 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2010 January 2013). | |||
Blake T. Tatsuta 1973 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Manager, Investment Analytics and Data (2012 January 2013) and Research Assistant (2002-2011) for Dimensional Fund Advisors LP. | |||
James J. Taylor 1983 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Accounting Manager for Dimensional Fund Advisors LP (November 2009 January 2016). | |||
Erik T. Totten 1980 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director (2010 January 2013) for Dimensional Fund Advisors LP. | |||
John H. Totten 1978 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2008January 2012). | |||
Robert C. Trotter 1958 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. | |||
Dave C. Twardowski 1982 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Research Associate (June 2011 January 2015) for Dimensional Fund Advisors LP. |
30
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Karen E. Umland 1966 |
Vice President |
Since
1997 |
Vice President of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., and Dimensional Fund Advisors Canada ULC. | |||
Benjamin C. Walker 1979 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2008 January 2014). | |||
Brian J. Walsh 1970 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since 2004). | |||
Jessica Walton 1974 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2015) for Dimensional Fund Advisors LP; Director of Marketing and Investor Relations for Treaty Oak Capital Management (July 2011 October 2011); Vice President for Rockspring Capital (October 2010 July 2011). | |||
Griffin S. Watkins 1985 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2014 January 2016) and Senior Associate (January 2011 December 2013).for Dimensional Fund Advisors LP. | |||
Timothy P. Wei 1968 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Counsel for Dimensional Fund Advisors LP (July 2014 January 2016); Assistant General Counsel, Teacher Retirement System of Texas (October 2008 June 2014). | |||
Weston J. Wellington 1951 |
Vice President |
Since
1997 |
Vice President of all the DFA Entities. | |||
Ryan J. Wiley 1976 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Kristina M. Williams 1975 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Client Service Supervisor for Dowling & Yahnke (July 2014 January 2016); Head of Operations for The Elements Financial Group (January 2013 June 2014); Head of Operations for Vericimetry Advisors LLC (July 2011 December 2012). | |||
Jeremy J. Willis 1976 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, Client Systems for Dimensional Fund Advisors LP (May 2012 January 2016); Vice President, Implementations, Citigroup (August 2006 October 2011). | |||
Stacey E. Winning 1981 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Head of Global Recruiting and Development (since June 2014) for Dimensional Fund Advisors LP. Formerly, Senior Manager, Recruiting (December 2012 June 2014) for Dimensional Fund Advisors LP; Co-Head of Global Recruiting (May 2009 November 2012) for Two Sigma Investments. | |||
Cecelia K. Wong 1981 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Client Service Manager for Dimensional Fund Advisors LP (June 2005 January 2016). | |||
Craig A. Wright 1982 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Accounting Manager for Dimensional Fund Advisors LP (November 2011 January 2016); Senior Associate, PricewaterhouseCoopers LP (July 2009 November 2011). | |||
Joseph L. Young 1978 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. |
1 | Each officer holds office for an indefinite term at the pleasure of the Boards of Directors and until his or her successor is elected and qualified. |
[TO BE UPDATED IN THE 485(B) FILING: As of January 31, 2017, the Directors and officers as a group owned less than [ ]% of the outstanding stock of each Portfolio described in this SAI, except that Directors and officers, as a group, owned approximately [ ]% of the [ ].]
Administrative ServicesThe Feeder Portfolios, U.S. Large Company Portfolio, Enhanced U.S. Large Company Portfolio, U.S. Targeted Value Portfolio, U.S. Small Cap Value Portfolio, U.S. Small Cap Portfolio, U.S. Micro Cap Portfolio and International Small Company Portfolio
31
The Funds previously had administration agreements with the Advisor, on behalf of the Feeder Portfolios, U.S. Large Company Portfolio, Enhanced U.S. Large Company Portfolio, U.S. Targeted Value Portfolio, U.S. Small Cap Value Portfolio, U.S. Small Cap Portfolio, U.S. Micro Cap Portfolio and International Small Company Portfolio. Pursuant to each administration agreement, the Advisor performed various services, including: supervision of the services provided by the Portfolios custodian and transfer and dividend disbursing agent and others who provide services to the Fund for the benefit of the Portfolio; providing shareholders with information about the Portfolio and their investments as the shareholders or the Fund may request; assisting the Portfolio in conducting meetings of shareholders; furnishing information as the Board of Directors may require regarding the Master Fund or Underlying Funds (as applicable), and any other administrative services for the benefit of the Portfolio as the Board of Directors may reasonably request. Effective February 28, 2014 (with respect to the U.S. Large Company Portfolio, Enhanced U.S. Large Company Portfolio, U.S. Targeted Value Portfolio, U.S. Small Cap Value Portfolio, U.S. Small Cap Portfolio and U.S. Micro Cap Portfolio) and July 21, 2015 (with respect to the Feeder Portfolios and International Small Company Portfolio), the administrative agreement and investment advisory agreement for each of these Portfolios were combined into an Investment Management Agreement that provides for an investment management fee payable to the Advisor for both investment advisory services and the administrative services described above. Prior to the Investment Management Agreement, the Feeder Portfolios, U.S. Large Company Portfolio, Enhanced U.S. Large Company Portfolio, U.S. Targeted Value Portfolio, U.S. Small Cap Value Portfolio, U.S. Small Cap Portfolio, U.S. Micro Cap Portfolio and International Small Company Portfolio paid the Advisor a monthly fee based on average net assets equal to one-twelfth of the percentages listed below for its administrative services:
Portfolio |
Administration Fee | |||
U.S. Large Company Portfolio* |
0.035 | % | ||
Enhanced U.S. Large Company Portfolio* |
0.15 | % | ||
U.S. Large Cap Value Portfolio** |
0.15 | % | ||
U.S. Small Cap Value Portfolio* |
0.30 | % | ||
U.S. Targeted Value Portfolio* |
0.25 | % | ||
U.S. Small Cap Portfolio* |
0.32 | % | ||
U.S. Micro Cap Portfolio* |
0.40 | % | ||
DFA International Value Portfolio** |
0.20 | % | ||
International Small Company Portfolio** |
0.40 | % (a) | ||
Japanese Small Company Portfolio** |
0.40 | % (b) | ||
Asia Pacific Small Company Portfolio** |
0.40 | % (b) | ||
United Kingdom Small Company Portfolio** |
0.40 | % (b) | ||
Continental Small Company Portfolio** |
0.40 | % (b) | ||
Emerging Markets Portfolio** |
0.40 | % | ||
Emerging Markets Value Portfolio** |
0.40 | % | ||
Emerging Markets Small Cap Portfolio** |
0.45 | % |
* | Effective rate of administrative fee prior to February 28, 2014. |
** | Effective rate of administrative fee prior to July 21, 2015. |
(a) | Prior to July 21, 2015, pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the International Small Company Portfolio, the Advisor had contractually agreed to waive its administration fee and to assume the other direct expenses of a class of the Portfolio (excluding expenses incurred through its investment in other investments companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.45% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio were less than the Expense Limitation Amount for such class of shares, the Advisor retained the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery did not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio was not obligated to reimburse the Advisor for fees previously waived by the Advisor more than thirty-six months before the date of such reimbursement. |
(b) |
Prior to July 21, 2015, pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, United Kingdom Small Company Portfolio and Continental Small Company Portfolio, the Advisor had contractually agreed to waive its administration fee and to assume the other direct expenses of a class of each Portfolio to the extent necessary to limit the direct expenses of a class of a Portfolio to 0.47% of the average net assets of a class of a Portfolio on an |
32
annualized basis (the Expense Limitation Amount). The Amended and Restated Fee Waiver and/or Expense Assumption Agreement did not include the indirect expenses that each Portfolio bore as a shareholder of its Master Fund. At any time that the direct expenses of a class of a Portfolio were less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retained the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery did not cause the direct expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio was not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. |
Each class of each Portfolio paid its proportionate share of the fees paid by the Portfolio to Advisor based on the average net assets of the classes.
For the fiscal years ended October 31, 2015 and October 31, 2014, the Portfolios paid administrative fees to the Advisor as set forth in the following table (the dollar amount is shown prior to any fee waivers by the Advisor):
Portfolio |
FISCAL
YEAR ENDED 2016* (000) |
FISCAL
YEAR ENDED 2015 (000) |
FISCAL
YEAR ENDED 2014 (000) |
|||||||||
U.S. Large Company Portfolio |
N/A | N/A | $ | 582 | 2 | |||||||
Enhanced U.S. Large Company Portfolio |
N/A | N/A | $ | 104 | ||||||||
U.S. Large Cap Value Portfolio |
N/A | $ | 16,886 | $ | 20,484 | |||||||
U.S. Small Cap Value Portfolio |
N/A | N/A | $ | 9,826 | ||||||||
U.S. Targeted Value Portfolio |
N/A | N/A | $ | 3,694 | ||||||||
U.S. Small Cap Portfolio |
N/A | N/A | $ | 8,321 | ||||||||
U.S. Micro Cap Portfolio |
N/A | N/A | $ | 6,286 | ||||||||
DFA International Value Portfolio |
N/A | $ | 10,266 | $ | 13,943 | |||||||
International Small Company Portfolio |
N/A | $ | 25,866 | $ | 36,252 | |||||||
Japanese Small Company Portfolio |
N/A | $ | 1,386 | $ | 1,757 | |||||||
Asia Pacific Small Company Portfolio |
N/A | $ | 794 | $ | 1,488 | |||||||
United Kingdom Small Company Portfolio |
N/A | $ | 100 | 1 | $ | 153 | 3 | |||||
Continental Small Company Portfolio |
N/A | $ | 620 | $ | 728 | |||||||
Emerging Markets Portfolio |
N/A | $ | 11,841 | $ | 15,438 | |||||||
Emerging Markets Value Portfolio |
N/A | $ | 51,318 | $ | 76,112 | |||||||
Emerging Markets Small Cap Portfolio |
N/A | $ | 16,666 | $ | 19,823 |
* | For the fiscal year ended October 31, 2016, the Portfolios did not pay administrative fees to the Advisor. |
1 | $99 after waiver |
2 | $662 after recoupment of fees previously waived |
3 | $141 after waiver |
Administrative ServicesAll Portfolios
State Street Bank and Trust Company (State Street), 1 Lincoln Street, Boston, MA 02111, serves as the accounting and administration services, dividend disbursing and transfer agent for all of the Portfolios, Underlying Funds and Master Funds. The services provided by State Street are subject to supervision by the executive officers and the Boards of Directors of the Funds, and include day-to-day keeping and maintenance of certain records, calculation of the offering price of the shares, preparation of reports, liaison with its custodians, and transfer and dividend disbursing agency services. For the administrative and accounting services provided by State Street, the non-Feeder Portfolios (except the International Small Company Portfolio, World ex U.S. Value Portfolio, World Core Equity Portfolio and Selectively Hedged Global Equity Portfolio, and, with respect to its investments in its Underlying Funds, the DFA Global Real Estate Securities Portfolio), the Feeder Portfolios Master Funds and the Underlying Funds pay State Street annual fees that are calculated daily and paid monthly according to a fee schedule based on the applicable aggregate average net assets of the Fund Complex, which includes four registered investment companies. The fee schedule is set forth in the table below:
33
.0063% of the Fund Complexs first $150 billion of average net assets;
.0051% of the Fund Complexs next $50 billion of average net assets; and
.0025% of the Fund Complexs average net assets in excess of $200 billion.
The fees charged to a non-Feeder Portfolio, a Master Fund or an Underlying Fund under the fee schedule are allocated to each such non-Feeder Portfolio, Master Fund or Underlying Fund based on the non-Feeder Portfolios, Master Funds or Underlying Funds pro-rata portion of the aggregate average net assets of the Fund Complex.
The Portfolios also pay separate fees to State Street with respect to the services State Street provides as transfer agent and dividend disbursing agent.
Custodians
Citibank, N.A., 111 Wall Street, New York, NY, 10005, serves as the custodian for the following Portfolios and Master Funds: Enhanced U.S. Large Company Portfolio (co-custodian with State Street Bank and Trust Company), Large Cap International Portfolio, The DFA International Value Series, The Japanese Small Company Series, The Asia Pacific Small Company Series, The United Kingdom Small Company Series, The Continental Small Company Series, The Canadian Small Company Series, DFA International Small Cap Value Portfolio, International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, World ex U.S. Value Portfolio, World ex U.S. Targeted Value Portfolio, World ex U.S. Core Equity Portfolio, Selectively Hedged Global Equity Portfolio, The Emerging Markets Series, The Emerging Markets Small Cap Series, Emerging Markets Core Equity Portfolio and Dimensional Emerging Markets Value Fund.
State Street Bank and Trust Company, 1 Lincoln Street, Boston, MA 02111, serves as the custodian for International Small Company Portfolio, World Core Equity Portfolio, the Domestic Equity non-Feeder Portfolios, the Feeder Portfolios and the U.S. Large Cap Value Series.
Each custodian maintains a separate account or accounts for a Portfolio; receives, holds, and releases portfolio securities on account of the Portfolio; makes receipts and disbursements of money on behalf of the Portfolio; and collects and receives income and other payments and distributions on account of the Portfolios portfolio securities.
Distributor
Each Funds shares are distributed by DFA Securities LLC (formerly, DFA Securities Inc.) (DFAS), a wholly-owned subsidiary of the Advisor. DFAS is registered as a limited purpose broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority. The principal business address of DFAS is 6300 Bee Cave Road, Austin, Texas 78746.
DFAS acts as an agent of the Funds by serving as the principal underwriter of the Funds shares. Pursuant to each Funds Distribution Agreement, DFAS uses its best efforts to seek or arrange for the sale of shares of the Fund, which are continuously offered. No sales charges are paid by investors or the Funds. No compensation is paid by the Funds to DFAS under the Distribution Agreements.
Legal Counsel
Stradley Ronon Stevens & Young, LLP serves as legal counsel to the Funds. Its address is 2600 One Commerce Square, Philadelphia, PA 19103-7098.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (PwC) is the independent registered public accounting firm to the Funds and audits the annual financial statements of the Funds. PwCs address is Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042.
34
Investment Management
Dimensional Fund Advisors LP, located at 6300 Bee Cave Road, Building One, Austin, TX 78746, serves as investment advisor to the Portfolios and the Master Funds. Pursuant to an Investment Management Agreement with each Portfolio and Master Fund, the Advisor is responsible for the management of their respective assets. With respect to an Investment Management Agreement with each Feeder Portfolio, the Advisor manages the portion of each Feeder Portfolios assets that are retained by the Feeder Portfolio for direct investment and, at its discretion, may make a determination to withdraw a Feeder Portfolios investment from its corresponding Master Fund to invest in another Master Fund or manage all the Feeder Portfolios assets directly if the Advisor believes it is in the best interests of the Feeder Portfolio and its shareholders to do so.
Pursuant to Sub Advisory Agreements with the Advisor, DFA Australia Limited (DFA Australia), Level 43 Gateway, 1 Macquarie Place, Sydney, New South Wales 2000, Australia, has the authority and responsibility to select brokers and dealers to execute securities transactions for the Japanese Small Company Series, Asia Pacific Small Company Series, International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, the Large Cap International Portfolio, the International Value Series, the DFA International Small Cap Value Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio, the World Core Equity Portfolio, the Selectively Hedged Global Equity Portfolio, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Core Equity Portfolio and the Dimensional Emerging Markets Value Fund (each a DFA Australia Sub-Advised Fund). DFA Australias duties include the maintenance of a trading desk for each DFA Australia Sub-Advised Fund and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of each DFA Australia Sub-Advised Fund, and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by a DFA Australia Sub-Advised Fund and may delegate this task, subject to its own review, to DFA Australia. DFA Australia maintains and furnishes to the Advisor information and reports on securities of international companies, including its recommendations of securities to be added to the securities that are eligible for purchase by a DFA Australia Sub-Advised Fund as well as making recommendations and elections on corporate actions. In rendering investment management services to the Advisor with respect to each DFA Australia Sub-Advised Fund, DFA Australia expects to use the resources of certain participating affiliates of DFA Australia. Such participating affiliates are providing such services to DFA Australia pursuant to conditions provided in no-action relief granted by the staff of the SEC allowing registered investment advisers to use portfolio management, research and trading resources of advisory affiliates subject to the supervision of a registered adviser.
Pursuant to Sub-Advisory Agreements with the Advisor, Dimensional Fund Advisors Ltd. ( DFAL), 20 Triton Street, Regents Place, London, NW13BF, United Kingdom, a company that is organized under the laws of England, has the authority and responsibility to select brokers or dealers to execute securities transactions for the United Kingdom Small Company Series, Continental Small Company Series, International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, the Large Cap International Portfolio, the International Value Series, the DFA International Small Cap Value Portfolio, the World ex U.S. Value Portfolio, the World ex U.S. Targeted Value Portfolio, the World ex U.S. Core Equity Portfolio, the World Core Equity Portfolio, the Selectively Hedged Global Equity Portfolio, the Emerging Markets Series, the Emerging Markets Small Cap Series, the Emerging Markets Core Equity Portfolio and the Dimensional Emerging Markets Value Fund (each a DFAL Sub-Advised Fund). DFALs duties include the maintenance of a trading desk for each DFAL Sub-Advised Fund and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of each DFAL Sub-Advised Fund and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by each DFAL Sub-Advised Fund and may delegate this task, subject to its own review, to DFAL. DFAL maintains and furnishes to the Advisor information and reports on securities of United Kingdom and European equity market companies, including its recommendations of securities to be added to the securities that are eligible for purchase by each DFAL Sub-Advised Fund as well as making recommendations and elections on corporate actions. DFAL is a member of the Financial Conduct Authority, a self-regulatory organization for investment managers operating under the laws of England.
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The Advisor or its affiliates may provide certain non-advisory services (such as data collection or other consulting services) to broker-dealers or investment advisers that may be involved in the distribution of the Portfolios or other mutual funds advised by the Advisor (DFA Advised Funds) or who may recommend the purchase of such DFA Advised Funds for their clients. The Advisor or its affiliates also may provide historical market analysis, risk/return analysis, and continuing education to investment advisers (some of whom may be dual registered investment advisers/broker-dealers) as well as educational speakers and facilities for investment adviser conferences. The Advisor or its affiliates may pay a fee to attend, speak at or assist in sponsoring such conferences or pay travel accommodations of certain participants attending an investment adviser sponsored conference. Sponsorship of investment adviser and/or broker-dealer events by the Advisor may include direct payments to vendors or reimbursement of expenses incurred by investment advisers and/or broker-dealers in connection with hosting educational, training, customer appreciation, or other events for broker-dealers and/or investment advisers or their customers. Dimensional personnel may or may not be present at such events. At the request of a client or potential client, the Advisor or its affiliates may also refer such client to one or more such investment advisers. Any such services or arrangements may give such broker-dealers and investment advisers an incentive to recommend DFA Advised Funds to their clients in order to receive such non-advisory services from the Advisor or its affiliates. However, the provision of these services by the Advisor or its affiliates is not dependent on the amount of DFA Advised Funds sold or recommended by such broker-dealers or investment advisers.
David G. Booth, as a director and officer of the Advisor and shareholder of the Advisors general partner, and Rex A. Sinquefield, as a shareholder of the Advisors general partner, acting together, could be deemed controlling persons of the Advisor. Mr. Booth also serves as Director and officer of the Funds. For the services it provides as investment advisor to each Portfolio (and, with respect to each Feeder Portfolio, its corresponding Master Fund), the Advisor is paid a monthly fee calculated as a percentage of average net assets of the Portfolio (and, with respect to each Feeder Portfolio, its corresponding Master Fund). Prior to July 21, 2015, the Advisor was paid no fee for the services it provided as investment adviser to each Feeder Portfolio. Each class of each Portfolio pays its proportionate share of the fees paid by the Portfolio to the Advisor based on the average net assets of the classes.
For the fiscal years ended October 31, 2016, October 31, 2015 and October 31, 2014, the Portfolios (including the Feeder Portfolios effective July 21, 2015) and Master Funds paid investment advisory fees (to the Advisor and any sub-advisor) as set forth in the following table (the dollar amount is shown prior to any fee waivers or recoupments by the Advisor):
[TO BE UPDATED IN THE 485(B) FILING:
FISCAL
YEAR ENDED 2016 (000) |
FISCAL
YEAR ENDED 2015 (000) |
FISCAL
YEAR ENDED 2014 (000) |
||||||||||
U.S. Large Company Portfolio(a)* |
$ | [ | ] | $ | 3,413 | 1 | $ | 2,601 | ||||
Enhanced U.S. Large Company Portfolio* |
$ | [ | ] | $ | 424 | $ | 310 | |||||
U.S. Large Cap Equity Portfolio (b) |
$ | [ | ] | $ | 784 | 2 | $ | 297 | 19 | |||
U.S. Large Cap Value Portfolio** (c) |
$ | [ | ] | $ | 29,617 | 3 | $ | 16,749 | ||||
U.S. Targeted Value Portfolio*(d) |
$ | [ | ] | $ | 22,368 | $ | 13,598 | |||||
U.S. Small Cap Value Portfolio* |
$ | [ | ] | $ | 59,499 | $ | 43,704 | |||||
U.S. Core Equity 1 Portfolio (e) |
$ | [ | ] | $ | 20,824 | $ | 15,551 | |||||
U.S. Core Equity 2 Portfolio (e) |
$ | [ | ] | $ | 28,377 | $ | 22,906 | |||||
U.S. Vector Equity Portfolio (e) |
$ | [ | ] | $ | 10,933 | $ | 9,637 | |||||
U.S. Small Cap Portfolio* |
$ | [ | ] | $ | 35,759 | $ | 21,132 | |||||
U.S. Micro Cap Portfolio* |
$ | [ | ] | $ | 25,481 | $ | 17,925 | |||||
DFA Real Estate Securities Portfolio (e) |
$ | [ | ] | $ | 11,597 | 4 | $ | 9,263 | 20 | |||
Large Cap International Portfolio (f) |
$ | [ | ] | $ | 7,966 | $ | 7,471 | |||||
DFA International Value Portfolio** (c) |
$ | [ | ] | $ | 26,614 | 5 | $ | 18,658 |
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* | For the fiscal year ended October 31, 2014, effective as of February 28, 2014, the fees set forth in the table above include the fees paid by the Portfolio to the Advisor for both investment advisory and administrative services pursuant to an Investment Management Agreement. |
** | Effective as of July 21, 2015, the fees set forth in the table above include the fees paid to the Advisor by both the Feeder Portfolio and its corresponding Master Fund for investment management services. |
1 | $2,935 after waiver |
2 | $809 after recoupment of fees previously waived |
3 | $25,291 after waiver |
4 | $10,842 after waiver |
5 | $22,788 after waiver |
6 | $3,079 after waiver |
7 | $1,543 after waiver |
8 | $2,121 after waiver |
9 | $3,703 after waiver |
10 | $1,210 after waiver |
11 | $328 after waiver |
12 | $342 after waiver |
13 | $2,724 after waiver |
14 | $1 after waiver |
15 | $75 after waiver |
16 | $9,070 after waiver |
17 | $34,212 after waiver |
18 | $16,370 after waiver |
19 | $268 after waiver |
20 | $8,867 after waiver |
21 | $1,062 after waiver |
22 | $330 after waiver |
23 | $145 after waiver |
24 | $0 after waiver |
25 | $0 after waiver |
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26 | $14 after waiver |
(a) | Pursuant to the Amended and Restated Fee Waiver Agreement for the U.S. Large Company Portfolio, the Advisor has contractually agreed to waive all or a portion of its management fee to the extent necessary to reduce the ordinary operating expenses (excluding expenses incurred through its investment in other investment companies) (Portfolio Expenses) of the U.S. Large Company Portfolio so that the Portfolio Expenses, on an annualized basis, do not exceed 0.08% of the average net assets of the U.S. Large Company Portfolio (the Annualized Expense Ratio). At any time that the annualized Portfolio Expenses of the Portfolio are less than the Annualized Expense Ratio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that the amount of such recovery will not cause the annualized Portfolio Expenses of the Portfolio to exceed the Annualized Expense Ratio. The Portfolio is not obligated to reimburse the Advisor for fees previously waived by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver Agreement will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. For additional information concerning the Fee Waiver and/or Expense Assumption Agreements, see Annual Fund Operating Expenses in the Prospectus. |
(b) | Pursuant to a Fee Waiver and Expense Assumption Agreement (the Fee Waiver Agreement) for the U.S. Large Cap Equity Portfolio, the Advisor has agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of the Portfolio (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.19% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolios annualized Portfolio Expenses are less than the Portfolios Expense Limitation Amount, described above, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses of a class of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Fee Waiver Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
(c) | The Portfolios Master Fund has more than one Feeder Portfolio and/or direct investor; the dollar amount provided for the Master Fund represents the total dollar amount of management fees paid by the Master Fund to the Advisor. Effective July 21, 2015, pursuant to a Fee Waiver Agreement for each of the Portfolios listed below, the Advisor has contractually agreed to permanently waive all or a portion of the management fee of each Portfolio to the extent necessary to limit the total management fees paid to the Advisor by a Portfolio, including the proportionate share of the management fees a Portfolio pays indirectly through its investment in other funds managed by the Advisor, to the rate listed below as a percentage of the average net assets of a class of a Portfolio on an annualized basis. |
Portfolio |
Expense Limitation Amount | |||
U.S. Large Cap Value Portfolio |
0.25 | % | ||
Emerging Markets Value Portfolio |
0.50 | % | ||
Emerging Markets Small Cap Portfolio |
0.65 | % |
The Fee Waiver Agreement will remain in effect permanently, unless terminated by the Fund.
(d) | Pursuant to the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the U.S. Targeted Value Portfolio, the Advisor has contractually agreed to waive its management fee and to assume the Portfolios Institutional Class Shares expenses (excluding the expenses the Portfolio incurs indirectly through investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of the Portfolios Institutional Class Shares to 0.50% of the Portfolios average net assets of the Institutional Class Shares on an annualized basis (Expense Limitation Amount). At any time that the Portfolio Expenses of the Portfolios Institutional Class Shares are less than the Expense Limitation Amount, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses to exceed the Expense Limitation Amount. The U.S. Targeted Value Portfolio is not obligated to reimburse the Advisor for fees previously waived by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated |
38
Fee Waiver and/or Expense Assumption Agreement will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
(e) | Pursuant to the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for each of these Portfolios, the Advisor has contractually agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of each Portfolio (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio, on an annualized basis, to the rates listed below as a percentage of a class of the respective Portfolios average net assets (Expense Limitation Amount): |
Portfolio |
Expense
Limitation Amount |
|||
U.S. Core Equity 1 Portfolio |
0.23 | % | ||
U.S. Core Equity 2 Portfolio |
0.26 | % | ||
U.S. Vector Equity Portfolio |
0.36 | % | ||
DFA Real Estate Securities Portfolio |
0.18 | % | ||
DFA International Real Estate Securities Portfolio |
0.29 | % | ||
International Vector Equity Portfolio |
0.60 | % |
At any time that the Portfolio Expenses of a class of a Portfolio are less than the applicable Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. A Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement described above will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor.
(f) | Effective January 1, 2017, pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Large Cap International Portfolio, the Advisor has contractually agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of the Portfolio (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio, on an annualized basis, to 0.24% of the Portfolios average net assets (Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the applicable Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
(g) | Effective January 1, 2017, pursuant to the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for each of these Portfolios, the Advisor has contractually agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of each Portfolio (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio, on an annualized basis, to the rates listed below as a percentage of a class of the respective Portfolios average net assets (Expense Limitation Amount): |
Portfolio |
Expense Limitation Amount | |||
International Core Equity Portfolio |
0.30 | % | ||
Emerging Markets Core Equity Portfolio |
0.54 | % |
39
At any time that the Portfolio Expenses of a class of a Portfolio are less than the applicable Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. A Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement described above will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. Prior to January 1, 2017, the Advisor had contractually agreed to limit the Portfolio Expenses of a Portfolio, on an annualized basis, to the Expense Limitation Amount listed below.
Portfolio |
Expense Limitation Amount | |||
International Core Equity Portfolio |
0.49 | % | ||
Emerging Markets Core Equity Portfolio |
0.85 | % |
( h ) | Each of the Underlying Funds in which the Portfolio invests its assets has more than one Portfolio that invests in such Underlying Fund (which are also included elsewhere in this table). The dollar amount represents the total dollar amount of management fees attributable to this Portfolio paid by each Underlying Fund to the Advisor. In addition, effective July 21, 2015, pursuant to the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the International Small Company Portfolio, the Advisor has contractually agreed to waive all or a portion of its management fee and to assume the other direct expenses of a class of the Portfolio (excluding expenses incurred through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.45% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
( i ) | The Portfolios Master Fund has more than one Feeder Portfolio and/or direct investor; the dollar amount provided for the Master Fund represents the total dollar amount of management fees paid by the Master Fund to the Advisor. Effective July 21, 2015, pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, United Kingdom Small Company Portfolio and Continental Small Company Portfolio, the Advisor has contractually agreed to permanently waive all or a portion of the management fee of each Portfolio to the extent necessary to limit the total management fees paid to the Advisor by a Portfolio, including the proportionate share of the management fees a Portfolio pays indirectly through its investment in other funds managed by the Advisor, to 0.50% of the average net assets of a class of a Portfolio on an annualized basis (the Permanent Fee Waiver). In addition to the Permanent Fee Waiver, the Advisor has contractually agreed to further waive all or a portion of the management fees of each Portfolio and to assume the other direct expenses of a class of each Portfolio (excluding expenses incurred through its investment in other investment companies managed by the Advisor) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio to 0.47% of the average net assets of a class of the respective Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of a Portfolio are less than the applicable Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. Except, a Portfolio is not obligated to reimburse the Advisor for fees waived in connection with the Permanent Fee Waiver. Also, a Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such |
40
reimbursement. The Permanent Fee Waiver will remain in effect permanently, unless terminated by the Fund. The remaining portion of the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for each Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Such portion of the Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
( j ) | Pursuant to the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the DFA Global Real Estate Securities Portfolio, the Advisor has contractually agreed to waive all or a portion of its management fee and to assume the expenses of a class of the Portfolio (including the expenses that the Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund and its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio, on an annualized basis, to 0.24% of the average net assets of a class of the Portfolio (Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
( k ) | Pursuant to the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the World ex U.S. Value Portfolio, the Advisor has contractually agreed to waive up to the full amount of the management fee of 0.47% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor, except for the fees paid through its investment of securities lending cash collateral in The DFA Short Term Investment Fund (the Underlying Funds). In addition, under the Amended and Restated Fee Waiver and/or Expense Assumption Agreement, the Advisor also has agreed to waive all or a portion of the management fee that remains payable by the Portfolio (i.e. the management fee remaining after the proportionate share of the Underlying Funds management fees have been offset (the Remaining Management Fee)) to the extent necessary to reduce the Portfolios ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund) (Portfolio Expenses) so that such Portfolio Expenses do not exceed 0.60% of the Portfolios average net assets on an annualized basis (Expense Limitation Amount). The maximum amount that may be waived to limit Portfolio Expenses pursuant to this paragraph is the amount of the Remaining Management Fee. Further, at any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares, the Advisor retains the right to recover any Remaining Management Fees previously waived to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
( l ) |
Pursuant to a Fee Waiver and Expense Assumption Agreement (the Fee Waiver Agreement) for the World ex U.S. Targeted Value Portfolio, the Advisor has contractually agreed to waive up to the full amount of the Portfolios management fee of 0.58% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor, except for the fees paid through its investment of securities lending cash collateral in The DFA Short Term Investment Fund (the Underlying Funds). In addition, under the Fee Waiver and Expense Assumption Agreement, the Advisor has also agreed to waive all or a portion of the management fee and to assume the ordinary operating expenses of a class of the Portfolio (including expenses incurred through its investment in other investment |
41
companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.80% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of the Portfolio, described above, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses of a class of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Fee Waiver Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver and Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
( m ) | Effective January 1, 2017, pursuant to a Fee Waiver and Expense Assumption Agreement (the Fee Waiver Agreement) for the World ex U.S. Core Equity Portfolio, the Advisor has contractually agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Portfolio (including the expenses that the Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund and its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.39% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses of a class of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Fee Waiver and Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver and Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. Prior to January 1, 2017, the Expense Limitation Amount in the Fee Waiver Agreement was 0.47% of the average net assets of a class of the Portfolio on an annualized basis. |
( n ) | Effective June 27, 2014, pursuant to an Amended and Restated Fee Waiver and Expense Assumption Agreement (the Fee Waiver Agreement), the Advisor has contractually agreed to waive up to the full amount of the Portfolios management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor, except for the fees paid through its investment of securities lending cash collateral in The DFA Short Term Investment Fund (the Underlying Funds) (including the Portfolios proportionate share of any management fees that an Underlying Fund paid through its investment in an affiliated cash management fund). In addition, under the Fee Waiver Agreement, the Advisor has also agreed to assume the expenses of a class of the Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund) (Portfolio Expenses) of a class of the Portfolio so that such Portfolio Expenses do not exceed 0.35% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Fee Waiver Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. Prior to June 27, 2014, the Expense Limitation Amount in the Fee Waiver Agreement was 0.40% of the average net assets of a class of the Portfolio on an annualized basis. |
42
( o ) | Pursuant to the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Selectively Hedged Global Equity Portfolio, the Advisor has contractually agreed to waive up to the full amount of the management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by the Advisor, except for the fees paid through its investment of securities lending cash collateral in The DFA Short Term Investment Fund (the Underlying Funds). In addition, under the Amended and Restated Fee Waiver and/or Expense Assumption Agreement, the Advisor also has agreed to waive all or a portion of the management fee and to assume the expenses of a class of the Portfolio (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses, on an annualized basis, of a class of the Portfolio to 0.40% of the average net assets (Expense Limitation Amount). Further, at any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
(p) | The Portfolios Master Fund has more than one Feeder Portfolio and/or direct investor; the dollar amount provided for the Master Fund represents the total dollar amount of management fees paid by the Master Fund to the Advisor. Effective February 28, 2017, pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Emerging Markets Portfolio, the Advisor has contractually agreed to permanently waive all or a portion of the management fee of the Portfolio to the extent necessary to limit the total management fees paid to the Advisor by the Portfolio, including the proportionate share of the management fees the Portfolio pays indirectly through its investment in other funds managed by the Advisor (the Total Management Fees), to 0.42% of the average net assets of a class of the Portfolio on an annualized basis (the Permanent Fee Waiver). From July 21, 2015 to December 31, 2016, the Advisor had contractually agreed to permanently waive all or a portion of the management fee of the Portfolio to the extent necessary to limit the Total Management Fees to 0.50% of the average net assets of a class of the Portfolio on an annualized basis. In addition to the Permanent Fee Waiver, effective January 1, 2017, the Advisor has contractually agreed to further waive all or a portion of the management fees of the Portfolio and to assume the other direct expenses of a class of the Portfolio (excluding expenses incurred through its investment in other investment companies managed by the Advisor) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.49% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the applicable Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. Except, the Portfolio is not obligated to reimburse the Advisor for fees waived in connection with the Permanent Fee Waiver. Also, the Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Permanent Fee Waiver will remain in effect permanently, unless terminated by the Fund. The remaining portion of the Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. Such portion of the Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
43
In accordance with the team approach used to manage the Portfolios, Master Funds and the Underlying Funds, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding the Portfolios, Master Funds and Underlying Funds based on the parameters established by the Investment Committee. The individuals named below are the portfolio managers that coordinate the efforts of all other portfolio managers or trading personnel with respect to the day-to-day management of the Portfolios indicated.
U.S. Large Company Portfolio, U.S. Large Cap Equity Portfolio and U.S. Large Cap Value Portfolio | Joseph H. Chi, Jed S. Fogdall, Henry F. Gray and Lukas J. Smart | |
Enhanced U.S. Large Company Portfolio | David A. Plecha and Joseph F. Kolerich | |
U.S. Small Cap Value Portfolio, U.S. Targeted Value Portfolio, U.S. Small Cap Portfolio and U.S. Micro Cap Portfolio | Joseph H. Chi, Jed S. Fogdall, Henry F. Gray and Joel P. Schneider | |
U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, U.S. Vector Equity Portfolio and DFA Real Estate Securities Portfolio | Joseph H. Chi, Jed S. Fogdall and Henry F. Gray | |
Large Cap International Portfolio and DFA International Value Portfolio | Joseph H. Chi, Jed S. Fogdall, Henry F. Gray, Mary T. Phillips and Bhanu P. Singh | |
International Core Equity Portfolio, DFA International Real Estate Securities Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, World ex U.S. Core Equity Portfolio, World Core Equity Portfolio and Emerging Markets Core Equity Portfolio | Joseph H. Chi, Jed S. Fogdall, Allen Pu and Bhanu P. Singh | |
International Small Company Portfolio | Joseph H. Chi, Jed S. Fogdall, Arun C. Keswani and Bhanu P. Singh | |
Japanese Small Company Portfolio, Asia Pacific Small Company Portfolio, United Kingdom Small Company Portfolio, Continental Small Company Portfolio and DFA International Small Cap Value Portfolio | Joseph H. Chi, Jed S. Fogdall, Henry F. Gray, Arun C. Keswani and Bhanu P. Singh | |
World ex U.S. Value Portfolio | Joseph H. Chi, Jed S. Fogdall, Mary T. Phillips and Bhanu P. Singh | |
World ex U.S. Targeted Value Portfolio | Joseph H. Chi, Jed S. Fogdall, Henry F. Gray, Arun C. Keswani and Bhanu P. Singh | |
Selectively Hedged Global Equity Portfolio | David A. Plecha, Joseph H. Chi, Jed S. Fogdall, Joseph F. Kolerich and Bhanu P. Singh | |
Emerging Markets Portfolio, Emerging Markets Value Portfolio and Emerging Markets Small Cap Portfolio | Joseph H. Chi, Jed S. Fogdall Henry F. Gray, Bhanu P. Singh and Daniel C. Ong |
Other Managed Accounts
In addition to the Portfolios (and with respect to the Feeder Portfolios, the Master Fund in which a Feeder Portfolio invests substantially all of its assets) and the Underlying Funds, each portfolio manager manages (i) other U.S. registered investment companies advised or sub-advised by the Advisor, (ii) other pooled investment vehicles that are not U.S. registered mutual funds and (iii) 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.
44
[TO BE UPDATED IN THE 485(B) FILING:
Name of Portfolio Manager |
Number of Accounts Managed and Total
|
|
Joseph H. Chi |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Jed S. Fogdall |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Henry F. Gray |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Lukas J. Smart |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
David A. Plecha |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Joseph F. Kolerich |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Joel P. Schneider |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
45
Name of Portfolio Manager |
Number of Accounts Managed and Total
|
|
Mary T. Phillips |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Bhanu P. Singh |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Allen Pu |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Arun C. Keswani |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Daniel C. Ong |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
Description of Compensation Structure
Portfolio managers receive a base salary and bonus. Compensation of a portfolio manager is determined at the discretion of the Advisor 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 Portfolios or other accounts that the portfolio managers manage. The Advisor reviews the compensation of each portfolio manager annually and may make modifications in compensation as its Compensation Committee 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. The Advisor considers the factors described above to determine each portfolio managers base salary. |
| Semi-Annual Bonus . Each portfolio manager may receive a semi-annual bonus. The amount of the bonus paid to each portfolio manager is based upon the factors described above. |
46
Portfolio managers may be awarded the right to purchase restricted shares of the stock of the Advisor, as determined from time to time by the Board of Directors of the Advisor or its delegates. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all employees.
In addition, portfolio managers may be given the option of participating in the Advisors Long Term Incentive Plan. The level of participation for eligible employees may be dependent on 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.
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 Portfolio/Master Fund/Underlying Fund and other accounts. Other accounts include registered mutual funds (other than the Portfolios, Master Funds and Underlying Funds), other unregistered pooled investment vehicles, and other accounts managed for organizations and individuals (Accounts). An Account may have similar investment objectives to a Portfolio/Master Fund/Underlying Fund, or may purchase, sell or hold securities that are eligible to be purchased, sold or held by a Portfolio/Master Fund/Underlying Fund. Actual or apparent conflicts of interest include:
| Time Management. The management of multiple Portfolios/Master Funds/Underlying Funds and/or Accounts may result in a portfolio manager devoting unequal time and attention to the management of each Portfolio/Master Fund/Underlying Fund and/or Accounts. The Advisor 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 approaches that are used in connection with the management of the Portfolios/Master Funds/Underlying Funds. |
| Investment Opportunities . It is possible that at times identical securities will be held by more than one Portfolio/Master Fund/Underlying Fund and/or Account. However, positions in the same security may vary and the length of time that any Portfolio/Master Fund/Underlying 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 Portfolio/Master Fund/Underlying Fund or Account, a Portfolio/Master Fund/Underlying 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 Portfolios/Master Funds/Underlying Funds and Accounts. To deal with these situations, the Advisor has adopted procedures for allocating portfolio transactions across multiple Portfolios/Master Funds/Underlying Funds and Accounts. |
| Broker Selection . With respect to securities transactions for the Portfolios/Master Funds/Underlying Funds, the Advisor 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), the Advisor 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, the Advisor or its affiliates may place separate, non-simultaneous, transactions for a Portfolio/Master Fund/Underlying 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 Portfolio/Master Fund/Underlying Fund or the Account. |
| Performance-Based Fees . For some Accounts, the Advisor 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 the Advisor with regard to Accounts where the Advisor is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where the Advisor 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 where he or she may therefore have an incentive to treat the Account in which the portfolio manager or his/her relatives invest preferentially as compared to other Accounts for which he or she has portfolio management responsibilities. |
47
The Advisor and the Funds have 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.
Investments in Each Portfolio
Information relating to each portfolio managers ownership (including the ownership of his or her immediate family) in the Portfolios contained in this SAI that he or she manages as of October 31, 2016 is set forth in the chart below.
[TO BE UPDATED IN THE 485(B) FILING:
Portfolio |
Portfolio Manager(s) |
Dollar Range of Portfolio Shares Owned |
||
U.S. Large Company Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Lukas J. Smart |
$0 - $10,000 None None None |
||
Enhanced U.S. Large Company Portfolio |
Joseph F. Kolerich David A. Plecha |
None None |
||
U.S. Large Cap Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Lukas J. Smart |
None None None None |
||
U.S. Large Cap Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Lukas J. Smart |
$0 - $10,000 $10,001 - $50,000 None $50,001 - $100,000 |
||
U.S. Small Cap Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Joel P. Schneider |
$50,001 - $100,000 None $100,001 - $500,000 $0 - $10,000 |
||
U.S. Targeted Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Joel P. Schneider |
$0 - $10,000 None None $10,001 - $50,000 |
||
U.S. Core Equity 1 Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
$0 - $10,000 $50,001 - $100,000 None |
||
U.S. Core Equity 2 Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
$100,001 - $500,000 None $100,001 - $500,000 |
||
U.S. Vector Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
$0 - $10,000 None None |
||
U.S. Small Cap Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Joel P. Schneider |
$0 - $10,000 $10,001 - $50,000 None $0 - $10,000 |
||
U.S. Micro Cap Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Joel P. Schneider |
$50,001 - $100,000 None None $0 - $10,000 |
48
Portfolio |
Portfolio Manager(s) |
Dollar Range of Portfolio Shares Owned |
||
DFA Real Estate Securities Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
$10,001 - $50,000 None None |
||
Large Cap International Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Mary T. Phillips Bhanu P. Singh |
$0 - $10,000 None None None None |
||
DFA International Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Mary T. Phillips Bhanu P. Singh |
$0 - $10,000 $10,001 - $50,000 None $10,001 - $50,000 $0 - $10,000 |
||
International Core Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Allen Pu Bhanu P. Singh |
$50,001 - $100,000 None $0 - $10,000 None |
||
International Small Company Portfolio |
Joseph H. Chi Jed S. Fogdall Arun C. Keswani Bhanu P. Singh |
$0 - $10,000 $10,001 - $50,000 $0 - $10,000 $0 - $10,000 |
||
Japanese Small Company Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Arun C. Keswani Bhanu P. Singh |
None None None None None |
||
Asia Pacific Small Company Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Arun C. Keswani Bhanu P. Singh |
None None None None None |
||
United Kingdom Small Company Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Arun C. Keswani Bhanu P. Singh |
None None None None None |
||
Continental Small Company Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Arun C. Keswani Bhanu P. Singh |
None None None None None |
||
DFA International Real Estate Securities Portfolio |
Joseph H. Chi Jed S. Fogdall Allen Pu Bhanu P. Singh |
$0 - $10,000 None $0 - $10,000 None |
||
DFA Global Real Estate Securities Portfolio |
Joseph H. Chi Jed S. Fogdall Allen Pu Bhanu P. Singh |
None $0 - $10,000 None None |
||
DFA International Small Cap Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Arun C. Keswani Bhanu P. Singh |
$50,001 - $100,000 None $100,001 - $500,000 $0 - $10,000 $0 - $10,000 |
49
Portfolio |
Portfolio Manager(s) |
Dollar Range of Portfolio Shares Owned |
||
International Vector Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Allen Pu Bhanu P. Singh |
$50,001 - $100,000 None None None |
||
World ex U.S. Value Portfolio |
Joseph H. Chi Jed S. Fogdall Mary T. Phillips Bhanu P. Singh |
None None None None |
||
World ex U.S. Targeted Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Arun C. Keswani Bhanu P. Singh |
None None None None None |
||
World ex U.S. Core Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Allen Pu Bhanu P. Singh |
$0 - $10,000 $100,001 - $500,000 $0 - $10,000 $10,001 - $50,000 |
||
World Core Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Allen Pu Bhanu P. Singh |
None None None $0 - $10,000 |
||
Selectively Hedged Global Equity Portfolio |
David A. Plecha Joseph H. Chi Jed S. Fogdall Joseph F. Kolerich Bhanu P. Singh |
None $100,001 - $500,000 $10,001 - $50,000 None None |
||
Emerging Markets Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Daniel C. Ong Bhanu P. Singh |
$0 - $10,000 None None $0 - $10,000 None |
||
Emerging Markets Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Daniel C. Ong Bhanu P. Singh |
$0 - $10,000 None $50,001 - $100,000 $50,001 - $100,000 $0 - $10,000 |
||
Emerging Markets Small Cap Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Daniel C. Ong Bhanu P. Singh |
$50,001 - $100,000 None None $0 - $10,000 $0 - $10,000 |
||
Emerging Markets Core Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Allen Pu Bhanu P. Singh |
$50,001 - $100,000 $50,001 - $100,000 $0 - $10,000 None |
50
DFAIDG was incorporated under Maryland law on June 15, 1981. Until June 1983, DFAIDG was named DFA Small Company Fund Inc. Until September 1995, Asia Pacific Small Company Portfolio was named Asia-Australia Small Company Portfolio; U.S. Large Cap Value Portfolio was named U.S. Large Cap High Book to Market Portfolio; U.S. Small Cap Value Portfolio was named U.S. Small Cap High Book to Market Portfolio; U.S. Micro Cap Portfolio was named The Small Company Shares; and Continental Small Company Portfolio was named The Continental European Portfolio. From September 1995 until December 1996, The DFA Real Estate Securities Portfolio was named DFA/AEW Real Estate Securities Portfolio. Until September 1995, the U.S. Small Cap Value Portfolio was named The U.S. Small Cap High Book to Market Portfolio. From September 1995 until August 1997, the U.S. Small Cap Value Portfolio was named the U.S. Small Cap Value Portfolio. From August 1997 to April 1, 2001, the U.S. Small Cap Value Portfolio was known as the U.S. 6-10 Value Portfolio. From September 1995 until April 1, 2001, the U.S. Micro Cap Portfolio was named the U.S. 9-10 Small Company Portfolio. From April 1, 2001 to December 12, 2006, the U.S. Targeted Value Portfolio was known as the U.S. Small XM Value Portfolio. Prior to April 1, 2001, the U.S. Targeted Value Portfolio, the U.S. Small Cap Value Portfolio, the U.S. Small Cap Portfolio and the U.S. Micro Cap Portfolio were known as the U.S. 4-10 Value Portfolio, the U.S. 6-10 Value Portfolio, the U.S. 6-10 Small Company Portfolio and the U.S. 9-10 Small Company Portfolio, respectively. Similarly, the Master Funds in which these four Portfolios invested The U.S. Targeted Value Series, The U.S. Small Cap Value Series, The U.S. Small Cap Series and The U.S. Micro Cap Series were, prior to April 1, 2001, known as The U.S. 4-10 Value Series, The U.S. 6-10 Value Series, The U.S. 6-10 Small Company Series and the U.S. 9-10 Small Company Series, respectively. Effective as of March 30, 2007, the U.S. Targeted Value Portfolio was no longer a feeder portfolio and now holds the portfolio securities previously held by The U.S. Targeted Value Series, the Master Fund in which the U.S. Targeted Value Portfolio invested. Effective February 28, 2009, the Enhanced U.S. Large Company Portfolio was no longer a feeder portfolio and now holds the portfolio securities previously held by The Enhanced U.S. Large Company Series, the Master Fund in which the Enhanced U.S. Large Company Portfolio invested. Effective as of February 28, 2009, the U.S. Small Cap Value Portfolio was no longer a feeder portfolio and now holds the portfolio securities previously held by The U.S. Small Cap Value Series, the Master Fund in which the U.S. Small Cap Value Portfolio invested. Effective as of February 28, 2009, the U.S. Small Cap Portfolio was no longer a feeder portfolio and now holds the portfolio securities previously held by The U.S. Small Cap Series, the Master Fund in which the U.S. Small Cap Portfolio invested. Effective as of February 28, 2009, the U.S. Micro Cap Portfolio was no longer a feeder portfolio and now holds the portfolio securities previously held by The U.S. Micro Cap Series, the Master Fund in which the U.S. Micro Cap Portfolio invested. From September 1995 until September 13, 2005, the Asia Pacific Small Company Portfolio was known as the Pacific Rim Small Company Portfolio. From March 2012 until June 2014, the World Core Equity Portfolio was named the Dimensional Retirement Equity Fund II.
DIG was incorporated under Maryland law on March 19, 1990. DIG was known as DFA U.S. Large Cap Inc. from February 1992, until it amended its Articles of Incorporation in April 1993, to change to its present name. Prior to the February 1992 amendment to the Articles of Incorporation, DIG was known as DFA U.S. Large Cap Portfolio Inc. Until May 8, 2010, U.S. Large Company Portfolio was named U.S. Large Company Institutional Index Portfolio. Effective as of September 10, 2010, the U.S. Large Company Portfolio was no longer a feeder portfolio and now holds the portfolio securities previously held by The U.S. Large Company Series, the Master Fund in which the U.S. Large Company Portfolio invested.
The DFA Investment Trust Company was organized as a Delaware statutory trust (a form of entity formerly known as a business trust) on October 27, 1992. The Trust offers shares of its Master Funds only to institutional investors in private offerings. Dimensional Emerging Markets Value Fund (DEM) was incorporated under Maryland law on January 9, 1991 and was reorganized as a Delaware statutory trust effective October 30, 2009. DEM offers its shares only to institutional investors in private offerings. On November 21, 1997, the shareholders of DEM approved its conversion from a closed-end management investment company to an open-end management investment company.
The Funds, the Trust, Dimensional Emerging Markets Value Fund, the Advisor, DFA Australia Limited, Dimensional Fund Advisors Ltd. and DFAS have adopted a revised Code of Ethics, under Rule 17j-1 of the 1940 Act, for certain access persons of the Portfolios, Master Funds and Underlying Funds. The Code of Ethics is designed to ensure that access persons act in the interest of the Portfolios, Master Funds and Underlying Funds, and their shareholders with respect to any personal trading of securities. Under the Code of Ethics, access persons are generally prohibited from knowingly buying or selling securities (except for mutual funds, U.S. government securities and money market instruments) which are being purchased, sold or considered for purchase or sale by a Portfolio, Master Fund or Underlying Fund unless their proposed purchases are approved in advance. The Code of Ethics also contains certain reporting requirements and securities trading clearance procedures.
51
The shares of each Portfolio, when issued and paid for in accordance with the Portfolios Prospectus, will be fully paid and non-assessable shares. Each share of common stock of a class of a Portfolio represents an equal proportional interest in the assets and liabilities of the Portfolio and has identical, non-cumulative voting, dividend, redemption liquidation, and other rights and preferences as each other class of the Portfolio, except that on a matter affecting a single class only shares of that class of the Portfolio are permitted to vote on the matter.
With respect to matters which require shareholder approval, shareholders are entitled to vote only with respect to matters which affect the interest of the Portfolio or class of shares of the Portfolio which they hold, except as otherwise required by applicable law. If liquidation of a Fund should occur, the Funds shareholders would be entitled to receive on a per class basis the assets of the particular Portfolio whose shares they own, as well as a proportionate share of Fund assets not attributable to any particular class. Ordinarily, the Funds do not intend to hold annual meetings of shareholders, except as required by the 1940 Act or other applicable law. Each Funds bylaws provide that special meetings of shareholders shall be called at the written request of shareholders entitled to cast not less than a majority of the votes entitled to be cast at such meeting. Such meeting may be called to consider any matter, including the removal of one or more directors. Shareholders will receive shareholder communications with respect to such matters as required by the 1940 Act, including semi-annual and annual financial statements of the Funds, the latter being audited.
Whenever a Feeder Portfolio, as an investor in its corresponding Master Fund, is asked to vote on a shareholder proposal, the relevant Fund will solicit voting instructions from the Feeder Portfolios shareholders with respect to the proposal. The Directors of the Fund will then vote the Feeder Portfolios shares in the Master Fund in accordance with the voting instructions received from the Feeder Portfolios shareholders. The Directors of the Fund will vote shares of the Feeder Portfolio for which they receive no voting instructions in accordance with their best judgment. With regard to a Master Fund or Underlying Fund of the Trust organized as a partnership for federal tax purposes, if a majority shareholder of the Master Fund or Underlying Fund declares bankruptcy, a majority in interest of the remaining shareholders in the Master Fund or Underlying Fund must vote to approve the continuing existence of the Master Fund or Underlying Fund or the Master Fund or Underlying Fund will be liquidated.
Shareholder inquiries may be made by writing or calling a Fund at the address or telephone number appearing on the cover of this SAI. Only those individuals whose signatures are on file for the account in question may receive specific account information or make changes in the account registration.
PRINCIPAL HOLDERS OF SECURITIES
As of January 31, 2017, the following persons beneficially owned 5% or more of the outstanding shares of the Portfolios, as set forth below:
[TO BE UPDATED IN THE 485(B) FILING:
U.S. LARGE COMPANY PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 101 Montgomery Street San Francisco, CA 94104 |
[ | ]% | ||
National Financial Services LLC* 200 Liberty Street One World Financial Center New York, NY 10281 |
[ | ]% |
52
TD Ameritrade, Inc.* P.O. Box 2226 Omaha, NE 68103 |
[ | ]% | ||
The RBB Fund Inc. Free Market US Equity Fund 5955 Deerfield Blvd. Mason, OH 45040 |
[ | ]% | ||
ENHANCED U.S. LARGE COMPANY PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
US Central and Southern Province Society of Jesus 4511 West Pine Blvd. St. Louis, MO 63108 |
[ | ]% | ||
U.S. LARGE CAP EQUITY PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
U.S. LARGE CAP VALUE PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
U.S. SMALL CAP VALUE PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
U.S. TARGETED VALUE PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% |
53
U.S. CORE EQUITY 1 PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
Pershing LLC One Pershing Plaza P.O. Box 2052 Jersey City, NJ 07303 |
[ | ]% | ||
DFA Global Equity Portfolio 6300 Bee Cave Road Building 1 Austin, TX 78746 |
[ | ]% | ||
U.S. CORE EQUITY 2 PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
DFA Global Equity Portfolio 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
LPL* 4707 Executive Drive San Diego, CA 92121 |
[ | ]% | ||
DFA Global Allocation 60/40 Portfolio 6300 Bee Cave Road Building 1 Austin, TX 78746 |
[ | ]% | ||
U.S. VECTOR EQUITY PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
Trust Company of America* P.O. Box 6503 Englewood, CO 80155 |
[ | ]% | ||
LPL* 1 |
[ | ]% | ||
U.S. SMALL CAP PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% |
54
U.S. MICRO CAP PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
The RBB Fund Inc. Free Market US Equity Fund 1 |
[ | ]% | ||
Board of Trustees National Electrical Benefit Fund 900 Seventh Street, NW 9 th Floor Washington, DC 20001 |
[ | ]% | ||
DFA REAL ESTATE SECURITIES PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
DFA Global Real Estate Securities Portfolio 6300 Bee Cave Road Building 1 Austin, TX 78746 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
LARGE CAP INTERNATIONAL PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
DFA INTERNATIONAL VALUE PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
INTERNATIONAL CORE EQUITY PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
DFA Global Equity Portfolio 1 |
[ | ]% |
55
INTERNATIONAL SMALL COMPANY PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
JAPANESE SMALL COMPANY PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
The Trustees of Boston College Boston College Investment Office 129 Lake, Suite 526 Chestnut Hill, MA 02467 |
[ | ]% | ||
The RBB Fund Inc. Free Market International Equity Fund 5955 Deerfield Blvd Mason, OH 45040 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
ASIA PACIFIC SMALL COMPANY PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
The RBB Fund Inc. Free Market International Equity Fund 1 |
[ | ]% | ||
UNITED KINGDOM SMALL COMPANY PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
The RBB Fund Inc. Free Market International Equity Fund 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
CONTINENTAL SMALL COMPANY PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
Gerlach & Co. LLC FBO A/C 234116 Pensionskassen for Farmakonomer 3800 Citigroup Center Suite B3-14 Tampa, FL 33610 |
[ | ]% | ||
The RBB Fund Inc Free Market International Equity Fund 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% |
56
DFA INTERNATIONAL REAL ESTATE SECURITIES PORTFOLIO |
||||
DFA Global Real Estate Securities Portfolio 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
DFA GLOBAL REAL ESTATE SECURITIES PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
INTERNATIONAL VECTOR EQUITY PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
Trust Company of America 1 |
[ | ]% | ||
WORLD EX U.S. VALUE PORTFOLIO |
||||
Deseret Mutual Benefit Admin ttee The Deseret Mutual Employee Pension Trust PO Box 45530 Salt Lake City, UT 84145 |
[ | ]% | ||
The Employees Retirement Plan of the Denver Board of Water Commissioners* 1600 West 12 th Avenue Mailcode 210 Denver, CO 80204 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
U.S. Bank NA Custodian FBO Adams County Defined Benefit Non-ERISA* PO Box 1787 Milwaukee, WI 53201 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% |
57
WORLD EX U.S. TARGETED VALUE PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
WORLD EX U.S. CORE EQUITY PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
WORLD CORE EQUITY PORTFOLIO |
||||
Tacoma Employees Retirement System 3628 S 35 th Street Tacoma, WA 98409 |
[ | ]% | ||
Prudential Bank & Trust FBO San Francisco Employees Retirement System 280 Trumbull Street Hartford, CT 06103 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
Greater Kansas City Community Foundation Ewing M Kauffman Donor Advised Fund 1055 Broadway, Suite 130 Kansas City, MO 64105 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
SELECTIVELY HEDGED GLOBAL EQUITY PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
EMERGING MARKETS PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
Regents of the University of California Pathway Funds 1111 Broadway Suite 1400 Oakland CA 94607 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% |
58
EMERGING MARKETS VALUE PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
EMERGING MARKETS SMALL CAP PORTFOLIO |
||||
National Financial Services LLC* 1 |
[ | ]% | ||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% | ||
Teachers Retirement System of the State of Illinois PO Box 19253 Springfield, IL 62794 |
[ | ]% | ||
EMERGING MARKETS CORE EQUITY PORTFOLIO |
||||
Charles Schwab & Company, Inc.* 1 |
[ | ]% | ||
National Financial Services LLC* 1 |
[ | ]% | ||
TD Ameritrade, Inc.* 1 |
[ | ]% |
* | Owner of record only (omnibus). |
1 | See address for shareholder previously noted above in list. |
The following information supplements the information set forth in the Prospectus under the caption PURCHASE OF SHARES .
The Funds will accept purchase and redemption orders on each day that the New York Stock Exchange (NYSE) is scheduled to be open for business. However, no purchases by wire may be made on any day that the Federal Reserve System is closed. The Funds generally will be closed on days that the NYSE is closed. The NYSE generally 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, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Federal Reserve System is closed on the same days as the NYSE, except that it is open on Good Friday and closed on Columbus Day and Veterans Day. Orders for redemptions and purchases will not be processed if the Funds are closed.
The Funds reserve the right, in their sole discretion, to suspend the offering of shares of any or all Portfolios or reject purchase orders when, in the judgment of management, such suspension or rejection is in the best interest of that Fund or a Portfolio. Securities accepted in exchange for shares of a Portfolio will be acquired for investment purposes and will be considered for sale under the same circumstances as other securities in the Portfolio.
The Funds or their transfer agent may, from time to time, appoint a sub-transfer agent, such as a broker, for the receipt of purchase and redemption orders and funds from certain investors. With respect to purchases and redemptions through a sub-transfer agent, a Fund will be deemed to have received a purchase or redemption order when the sub-transfer agent receives the order. Shares of a Portfolio will be priced at the public offering price next calculated after receipt of the purchase or redemption order by the sub-transfer agent.
59
REDEMPTION AND TRANSFER OF SHARES
The following information supplements the information set forth in the Prospectus under the caption REDEMPTION OF SHARES .
Each Fund may suspend redemption privileges or postpone the date of payment: (1) during any period when the NYSE is closed, or trading on the NYSE is restricted as determined by the Commission, (2) during any period when an emergency exists as defined by the rules of the Commission as a result of which it is not reasonably practicable for such Fund to dispose of securities owned by it, or fairly to determine the value of its assets and (3) for such other periods as the Commission may permit.
Shareholders may transfer shares of any Portfolio to another person by making a written request to the Portfolios Transfer Agent. The request should clearly identify the account and number of shares to be transferred, and include the signature of all registered owners. The signature on the letter of request must be guaranteed in the same manner as described in the Prospectus under REDEMPTION OF SHARES . As with redemptions, the written request must be received in good order before any transfer can be made.
Each Fund has filed a notice of election under Rule 18f-1 of the 1940 Act that allows the Portfolios to redeem in-kind redemption requests of a certain amount. Specifically, if the amount being redeemed is over the lesser of $250,000 or 1% of a Portfolios net assets, the Portfolio has the right to redeem the shares by providing the amount that exceeds $250,000 or 1% of the Portfolios net assets in securities instead of cash. The securities distributed in-kind would be readily marketable and would be valued for this purpose using the same method employed in calculating the Portfolios net asset value per share. If a shareholder receives redemption proceeds in-kind, the shareholder should expect to incur transaction costs upon the disposition of the securities received in the redemption.
TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS
[TO BE UPDATED IN THE 485(B) FILING: The following is a summary of some of the federal income tax consequences of investing in a Portfolio (sometimes referred to as the Portfolio). Unless you are invested in the Portfolio through a qualified retirement plan, you should consider the tax implications of investing and consult your own tax advisor. No attempt is made to present a detailed explanation of the tax treatment of the Portfolio or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS section is based on the Internal Revenue Code of 1986, as amended (the Code), and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Portfolio and its shareholders. Any of these changes or court decisions may have a retroactive effect.
Different tax rules may apply depending on how a Master Fund or an Underlying Fund in which a Portfolio invests is organized for federal income tax purposes. The Feeder Portfolios invest in Master Funds organized as partnerships for federal income tax purposes. The International Small Company Portfolio invests in Underlying Funds organized as partnerships for federal income tax purposes. The DFA Global Real Estate Securities Portfolio and Selectively Hedged Global Equity Portfolio invest in Underlying Funds organized as corporations for federal income tax purposes. The World ex U.S. Value Portfolio and World Core Equity Portfolio invest in Underlying Funds organized as either partnerships or corporations for federal income tax purposes. These rules could affect the amount, timing or character of the income distributed to shareholders of a Portfolio.
Unless otherwise indicated, the discussion below with respect to a Portfolio includes in the case of a Feeder Portfolio invested in a Master Fund or a Portfolio invested in an Underlying Fund classified as a partnership, its pro rata share of its corresponding Master Funds or Underlying Funds income and assets and in the case of a Portfolio invested in an Underlying Fund classified as a corporation, its pro rata share of the dividends and distributions paid by such Underlying Fund.
60
This is for general information only and not tax advice and does not purport to deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules. You should consult your own tax advisor regarding your particular circumstances before making an investment in the Portfolio.
Taxation of the Portfolio
The Portfolio has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC or portfolio) under Subchapter M of the Code. If the Portfolio qualifies, the Portfolio will not be subject to federal income tax on the portion of its investment company taxable income (that is, generally, taxable interest, dividends, net short-term capital gains, and other taxable ordinary income, net of expenses, without regard to the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Portfolio must satisfy the following requirements:
| Distribution Requirement the Portfolio must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Portfolio after the close of its taxable year that are treated as made during such taxable year). |
| Income Requirement the Portfolio must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs). |
| Asset Diversification Test the Portfolio must satisfy the following asset diversification test at the close of each quarter of the Portfolios tax year: (1) at least 50% of the value of the Portfolios assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Portfolio has not invested more than 5% of the value of the Portfolios total assets in securities of an issuer and as to which the Portfolio does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Portfolios total assets may be invested in the securities of any one issuer (other than U.S. Government securities or securities of other regulated investment companies) or of two or more issuers which the Portfolio controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of one or more QPTPs. |
In some circumstances, the character and timing of income realized by the Portfolio for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service (IRS) with respect to such type of investment may adversely affect the Portfolios ability to satisfy these requirements. See Tax Treatment of Portfolio Transactions below with respect to the application of these requirements to certain types of investments. In other circumstances, the Portfolio may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test which may have a negative impact on the Portfolios income and performance. In lieu of potential disqualification, the Portfolio is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
The Portfolio may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Portfolio uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Portfolio shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. If the IRS determines that the Portfolios allocation is improper and that the Portfolio has under-distributed its income and gain for any taxable year, the Portfolio may be liable for federal income and/or excise tax. If, as a result of such adjustment, the Portfolio fails to satisfy the Distribution Requirement, the Portfolio will not qualify that year as a regulated investment company, the effect of which is described in the following paragraph.
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If for any taxable year the Portfolio does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Portfolios current and accumulated earnings and profits. Failure to qualify as a regulated investment company would thus have a negative impact on the Portfolios income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Portfolio will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Portfolio may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Portfolio as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Portfolio turnover. For investors that hold their Portfolio shares in a taxable account, a high portfolio turnover rate may result in higher taxes. This is because a portfolio with a high turnover rate is likely to accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable portfolio with a low turnover rate. Any such higher taxes would reduce the Portfolios after-tax performance. See, Distributions of Capital Gains below. For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by the Portfolio may cause such investors to be subject to increased U.S. withholding taxes. See, Non-U.S. Investors Capital gain dividends and short-term capital gain dividends below.
Capital loss carryovers . The capital losses of the Portfolio, if any, do not flow through to shareholders. Rather, the Portfolio may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Portfolio has a net capital loss (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the Portfolios net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Portfolios next taxable year, and the excess (if any) of the Portfolios net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Portfolios next taxable year. Any such net capital losses of the Portfolio that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Portfolio in succeeding taxable years. However, for any net capital losses realized in taxable years of the Portfolio beginning on or before December 22, 2010, the Portfolio is only permitted to carry forward such capital losses for eight years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a taxable year beginning on or before December 22, 2010. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% change in ownership of the Portfolio. An ownership change generally results when shareholders owning 5% or more of the Portfolio increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate (or, in the case of those realized in taxable years of the Portfolio beginning on or before December 22, 2010, to expire unutilized), thereby reducing the Portfolios ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Portfolios shareholders could result from an ownership change. The Portfolio undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another portfolio. Moreover, because of circumstances beyond the Portfolios control, there can be no assurance that the Portfolio will not experience, or has not already experienced, an ownership change.
Deferral of late year losses . The Portfolio may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the Portfolios taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year in characterizing Portfolio distributions for any calendar year (see Distributions of Capital Gains below). A qualified late year loss includes:
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| any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October capital losses), and |
| the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year. |
The terms specified losses and specified gains mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms ordinary losses and ordinary income mean other ordinary losses and income that are not described in the preceding sentence. Since the Portfolio has a fiscal year ending in October, the amount of qualified late-year losses (if any) is computed without regard to any items of income, gain, or loss that are (a) post-October capital losses, (b) specified losses, and (c) specified gains.
Undistributed capital gains . The Portfolio may retain or distribute to shareholders its net capital gain for each taxable year. The Portfolio currently intends to distribute net capital gains. If the Portfolio elects to retain its net capital gain, the Portfolio will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the Portfolio elects to retain its net capital gain, it is expected that the Portfolio also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Portfolio on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Fund of funds corporate structures . In the case of a Portfolio that invests in Underlying Funds classified as corporations, distributions by the Underlying Funds, redemptions of shares in the Underlying Funds, and changes in asset allocations by the Portfolio may result in taxable distributions to Portfolio shareholders of ordinary income or capital gains. A fund of funds generally will not be able to currently offset gains realized by one Underlying Fund in which the fund of funds invests against losses realized by another Underlying Fund. If shares of an Underlying Fund are purchased within 30 days before or after redeeming at a loss other shares of that Underlying Fund (whether pursuant to a rebalancing by the Portfolio or otherwise), all or a part of the loss will not be deductible by the Portfolio and instead will increase its basis for the newly purchased shares. Also, except with respect to qualified fund of funds discussed below, a fund of funds (a) is not eligible to pass-through to shareholders foreign tax credits from an Underlying Fund that pays foreign income taxes (see, Investment in Foreign Securities Pass-through of foreign tax credits below), (b) is not eligible to pass-through to shareholders exempt-interest dividends from an Underlying Fund, and (c) dividends paid by a fund of funds from interest earned by an Underlying Fund on U.S. Government obligations is unlikely to be exempt from state and local income tax (see U.S. Government Securities below). However, a fund of funds is eligible to pass-through to shareholders qualified dividends earned by an Underlying Fund (see Qualified Dividend Income for Individuals and Dividends Received Deduction for Corporations below). A qualified fund of funds, i.e. a Portfolio at least 50 percent of the value of the total assets of which (at the close of each quarter of the taxable year) is represented by interests in other RICs, is eligible to pass-through to shareholders (a) foreign tax credits and (b) exempt-interest dividends.
Excise tax distribution requirements . To avoid a 4% nondeductible federal excise tax, the Portfolio must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (that is, the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year, and (3) any prior year undistributed ordinary income and capital gain net income. The Portfolio may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Portfolios taxable year. Also, the Portfolio will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar year after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Portfolio intends to make sufficient distributions prior to the end of each calendar year to avoid any material liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances, temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Portfolio having to pay an excise tax.
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Foreign income tax . Investment income received by the Portfolio from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of the Portfolio. The United States has entered into tax treaties with many foreign countries which entitle the Portfolio to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Portfolio will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Portfolio may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Portfolio not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Portfolio on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Portfolios assets to be invested in various countries is not known. Under certain circumstances, the Portfolio may elect to pass-through foreign tax credits to shareholders, although it reserves the right not to do so. In some instances it may be more costly to pursue tax reclaims than the value of the benefits received by the Portfolio. If the Portfolio makes such an election and obtains a refund of foreign taxes paid by the Portfolio in a prior year, the Portfolio may be eligible to reduce the amount of foreign taxes reported by the Portfolio to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received. See Investment in Foreign Securities Pass-through of foreign tax credits below.
Distributions of Net Investment Income
The Portfolio receives ordinary income generally in the form of dividends and/or interest on its investments. In the case of a Feeder Portfolio that invests in a Master Fund or a Portfolio that invests in an Underlying Fund classified as a partnership, the Portfolios income generally consists of its share of dividends and interest earned by the Master Fund or Underlying Fund. A Portfolio investing in an Underlying Fund classified as a corporation receives income generally in the form of dividends . The Portfolio may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Portfolio, constitutes the Portfolios net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Portfolios earnings and profits. In the case of a Portfolio whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to shareholders by a Portfolio may be qualified dividends eligible to be taxed at reduced rates.
Distributions of Capital Gains
The Portfolio may realize a capital gain or loss in connection with sales or other dispositions of its portfolio securities. A Portfolio investing in an Underlying Fund classified as a corporation may also derive capital gains through its redemption of shares of an Underlying Fund classified as a corporation (see Taxation of the Portfolio Fund of funds corporate structures above). Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Portfolio. Any net capital gain of the Portfolio generally will be distributed once each year, and may be distributed more frequently, if necessary, to reduce or eliminate federal excise or income taxes on the Portfolio.
Returns of Capital
Distributions by the Portfolio that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Portfolio shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Portfolio shares. Return of capital distributions can occur for a number of reasons including, among others, the Portfolio over-estimates the income to be received from certain investments such as those classified as partnerships or equity real estate investment trusts (REITs) (see Tax Treatment of Portfolio Transactions Investments in U.S. REITs below).
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Impact of Realized but Undistributed Income and Gains, and Net Unrealized Appreciation of Portfolio Securities
At the time of your purchase of shares, the Portfolios net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Portfolio. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable, and would be taxed as ordinary income (some portion of which may be taxed as qualified dividend income), capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Portfolio may be able to reduce the amount of such distributions from capital gains by utilizing its capital loss carryovers, if any.
Investment in Foreign Securities
The Portfolio may be subject to foreign withholding taxes on income from certain foreign securities. Tax conventions between certain countries and the United States may reduce or eliminate such taxes on the Portfolio and/or its shareholders. Any foreign withholding taxes could reduce the Portfolios distributions paid to you.
Pass-through of foreign tax credits . If at the end of the fiscal year, (i) more than 50% in value of the total assets of the Portfolio (or if the Portfolio is a qualified fund of funds as described above under the heading Taxation of the Portfolio Fund of funds corporate structures , an Underlying Fund) or (ii) in the case of a Feeder Portfolio (or a Portfolio that invests in Underlying Funds classified as partnerships), more than 50% in value of the total assets of the Feeder Portfolio attributable from the Master Fund (or of the Portfolio attributable from the Underlying Funds), are invested in securities of foreign corporations, the Portfolio may elect to pass through to its shareholders their pro rata share of foreign income taxes paid by the Portfolio (or Underlying Fund or Master Fund). If this election is made, the Portfolio may report more taxable income to you than it actually distributes. You will then be entitled either to deduct your share of these taxes in computing your taxable income or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders). The Portfolio will provide you with the information necessary to claim this deduction or credit on your personal income tax return if it makes this election. No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. The Portfolio (or Underlying Fund or Master Fund) reserves the right not to pass through to its shareholders the amount of foreign income taxes paid by the Portfolio (or Underlying Fund or Master Fund). Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See, Tax Treatment of Portfolio Transactions Securities lending below.
The amount of any foreign tax credits available to you (as a result of the pass-through to you of your pro rata share of foreign taxes paid by the Portfolio) will be reduced if you receive from the Portfolio qualifying dividends from qualifying foreign corporations that are subject to tax at reduced rates. Shareholders in these circumstances should talk with their personal tax advisors about their foreign tax credits and the procedures that they should follow to claim these credits on their personal income tax returns.
Effect of foreign debt investments on distributions . Most foreign exchange gains realized on the sale of debt securities are treated by the Portfolio as ordinary income for federal income tax purposes. Similarly, foreign exchange losses realized on the sale of debt securities generally are treated as ordinary losses. These gains when distributed are taxable to you as ordinary income, and any losses reduce the Portfolios ordinary income otherwise available for distribution to you. This treatment could increase or decrease the Portfolios ordinary income distributions to you, and may cause some or all of the Portfolios previously distributed income to be classified as a return of capital.
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PFIC securities . The Portfolio may invest in securities of foreign entities that could be deemed for tax purposes to be PFICs. In general, a PFIC is any foreign corporation if 75% or more of its gross income for its taxable year is passive income, or 50% or more of its average assets (by value) are held for the production of passive income. When investing in PFIC securities, the Portfolio intends to mark-to-market these securities and recognize any unrealized gains as ordinary income at the end of its fiscal year. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that the Portfolio is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by the Portfolio. Due to various complexities in identifying PFICs, the Portfolio can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the Portfolio to make a mark-to-market election. If the Portfolio (or an Underlying Fund organized as a corporation) is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Portfolio (or Underlying Fund) may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Portfolio to its shareholders. Additional charges in the nature of interest may be imposed on the Portfolio (or Underlying Fund) in respect of deferred taxes arising from such distributions or gains. Any such taxes or interest charges could in turn reduce the Portfolios distributions paid to you.
Information on the Amount and Tax Character of Distributions
The Portfolio will inform you of the amount and character of your distributions at the time they are paid, and will advise you of the tax status of such distributions for federal income tax purposes shortly after the close of each calendar year. If you have not held Portfolio shares for a full year, the Portfolio may report to shareholders and distribute to you, as ordinary income, qualified dividends, or capital gains, and in the case of non-U.S. shareholders the Portfolio may further report and distribute as interest-related dividends and short-term capital gain dividends, a percentage of income that is not equal to the actual amount of such income earned during the period of your investment in the Portfolio. Taxable distributions declared by the Portfolio in December to shareholders of record in such month, but paid in January, are taxable to you as if they were paid in December.
Medicare Tax
A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income, including ordinary dividends and capital gain distributions received from the Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Sales, Exchanges and Redemptions of Portfolio Shares
In general . If you are a taxable investor, sales, exchanges and redemptions (including redemptions in kind) of Portfolio shares are taxable transactions for federal and state income tax purposes. If you redeem your Portfolio shares, the IRS requires you to report any gain or loss on your redemption. If you held your shares as a capital asset, the gain or loss that you realize will be capital gain or loss and will be long-term or short-term, generally depending on how long you have held your shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
Redemptions at a loss within six months of purchase . Any loss incurred on a redemption of shares of the Portfolio held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the Portfolio on those shares.
Wash sales . All or a portion of any loss that you realize on a redemption of your Portfolio shares will be disallowed to the extent that you buy other shares in the Portfolio (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares.
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Tax basis information. The Portfolio is required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Portfolio (referred to as covered shares) and which are disposed of after that date. However, cost basis reporting is not required for certain shareholders, including shareholders investing in the Portfolio through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account. When required to report cost basis, the Portfolio will calculate it using the Portfolios default method of average cost, unless you instruct the Portfolio in writing to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the entire position is not sold at one time. The Portfolio does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Portfolio in writing if you intend to utilize a method other than average cost for covered shares.
In addition to the Portfolios default method of average cost, other cost basis methods offered by DFA, which you may elect to apply to covered shares, include:
| FIFO (First In, First Out) Shares acquired first are sold first. |
| LIFO (Last In, First Out) Shares acquired last are sold first. |
| HIFO (Highest Cost, First Out) Shares with the highest cost basis are sold first. |
| LOFO (Lowest Cost, First Out) Shares with the lowest cost basis are sold first. |
| LGUT (Loss/Gain Utilization) A method that evaluates losses and gains and then strategically selects lots based on that gain/loss in conjunction with a holding period. |
| Specific Lot Identification Identification by the shareholder of the shares the shareholder wants to sell or exchange at the time of each sale or exchange on the trade request. The original purchase dates and prices of the shares identified will determine the cost basis and holding period. |
You may elect any of the available methods detailed above for your covered shares. If you do not notify the Portfolio in writing of your elected cost basis method upon the initial purchase into your account, the default method of average cost will be applied to your covered shares. The cost basis for covered shares will be calculated separately from any noncovered shares (defined below) you may own. You may change from average cost to another cost basis method for covered shares at any time by notifying the Portfolio in writing, but only for shares acquired after the date of the change (the change is prospective). The basis of the shares that were averaged before the change will remain averaged after the date of the change.
The Portfolio may also provide Portfolio shareholders (but not the IRS) with information concerning the average cost basis of their shares purchased prior to January 1, 2012 or shares acquired on or after January 1, 2012 for which cost basis information is not known by the Portfolio (noncovered shares) in order to assist you with the calculation of gain or loss from a sale or redemption of noncovered shares. With the exception of the specific lot identification method, DFA first depletes noncovered shares with unknown cost basis in first in, first out order and then noncovered shares with known basis in first in, first out order before applying your elected method to your remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election for noncovered shares cannot be made by notifying the Portfolio.
The Portfolio will compute and report the cost basis of your Portfolio shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the case of covered shares, to the IRS. However the Portfolio is not required to, and in many cases the Portfolio does not possess the information to, take all possible
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basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore shareholders should carefully review the cost basis information provided by the Portfolio, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Portfolio as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.
If you hold your Portfolio shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account.
Conversion of shares into shares of the same Portfolio . The conversion of shares of one class into another class of the same Portfolio is not taxable for federal income tax purposes. Shareholders should also consult their tax advisors regarding the state and local tax consequences of a conversion or exchange of shares of the same Portfolio.
Tax shelter reporting . Under Treasury regulations, if a shareholder recognizes a loss with respect to the Portfolios shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
U.S. Government Securities
To the extent the Portfolio (or in the case of a Feeder Portfolio, the Master Fund or an Underlying Fund classified as a partnership) invests in certain U.S. Government obligations, dividends paid by the Portfolio to shareholders that are derived from interest on these obligations should be exempt from state and local personal income taxes, subject in some states to minimum investment or reporting requirements that must be met by the Portfolio, the Feeder Portfolios corresponding Master Fund or the Underlying Fund. To the extent an Underlying Fund organized as a corporation invests in U.S. Government obligations, dividends derived from interest on these obligations and paid to the corresponding Portfolio and, in turn, to you are unlikely to be exempt from state and local income tax. The income on portfolio investments in certain securities, such as repurchase agreements, commercial paper and federal agency-backed obligations (e.g., Government National Mortgage Association (GNMA) or Federal National Mortgage Association (FNMA) securities), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporate shareholders.
Qualified Dividend Income for Individuals
Amounts reported by the Portfolio to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Portfolio (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Portfolio and the investor must meet certain holding period requirements to qualify Portfolio dividends for this treatment. Specifically, the Portfolio must hold the stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, investors must hold their Portfolio shares for at least 61 days during the 121-day period beginning 60 days before the Portfolio distribution goes ex-dividend. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Portfolio is equal to or greater than 95% of the Portfolios gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Portfolio will be qualifying dividend income.
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Dividends-Received Deduction for Corporations
For corporate shareholders, a portion of the dividends paid by the Portfolio may qualify for the 70% corporate dividends-received deduction. The portion of dividends paid by the Portfolio that so qualifies will be reported by the Portfolio to shareholders each year and cannot exceed the gross amount of dividends received by the Portfolio from domestic (U.S.) corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Portfolio and the investor. Specifically, the amount that the Portfolio may report as eligible for the dividends-received deduction will be reduced or eliminated if the shares on which the dividends earned by the Portfolio were debt-financed or held by the Portfolio for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Portfolio shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Portfolio dividends on your shares may also be reduced or eliminated. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in your alternative minimum taxable income calculation . Income derived by the Portfolio from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
Limitation on Deductibility of Losses
Losses incurred on the sale of securities by the Portfolio (or corresponding Master Fund) to another Portfolio or Master Fund will be disallowed if, as of the date of sale, the selling and purchasing portfolios are considered related parties. If the selling and purchasing portfolios are both corporations, they are treated as related parties if five or fewer persons, who are individuals, estates or trusts, own, directly or indirectly, more than 50% of the outstanding shares in both the selling and purchasing portfolios. If the selling and purchasing portfolios are both Master Funds (i.e., both partnerships) or a Master Fund and a Portfolio (i.e., a partnership and a corporation), they are treated as related parties if the same persons own, directly or indirectly, more than 50% of the outstanding shares in both the selling and purchasing portfolios. Under attribution rules, the shareholders of a Feeder Portfolio would be considered to own the shares of the corresponding Master Fund on a pro rata basis for purposes of applying the loss disallowance rule. Other attribution rules may apply.
Tax Treatment of Portfolio Transactions
Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a portfolio and, in turn, affect the amount, character and timing of dividends and distributions payable by the portfolio to its shareholders. This section should be read in conjunction with the discussion in the Prospectus under Principal Investment Strategies and Principal Risks for a detailed description of the various types of securities and investment techniques that apply to the Portfolio.
In general . In general, gain or loss recognized by a portfolio on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments . Gain recognized on the disposition of a debt obligation purchased by a portfolio at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the portfolio held the debt obligation unless the portfolio made a current inclusion election to accrue market discount into income as it accrues. If a portfolio purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the portfolio generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a portfolios investment in such securities may cause the portfolio to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a portfolio may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of portfolio shares.
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Investments in debt obligations that are at risk of or in default present tax issues for a portfolio . Tax rules are not entirely clear about issues such as whether and to what extent a portfolio should recognize market discount on a debt obligation, when a portfolio may cease to accrue interest, original issue discount or market discount, when and to what extent a portfolio may take deductions for bad debts or worthless securities and how a portfolio should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a portfolio in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions . In general, option premiums received by a portfolio are not immediately included in the income of the portfolio. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the portfolio transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a portfolio is exercised and the portfolio sells or delivers the underlying stock, the portfolio generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received by the portfolio minus (b) the portfolios basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a portfolio pursuant to the exercise of a put option written by it, the portfolio generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a portfolios obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the portfolio is greater or less than the amount paid by the portfolio (if any) in terminating the transaction. Thus, for example, if an option written by a portfolio expires unexercised, the portfolio generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a portfolio as well as listed non-equity options written or purchased by the portfolio on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a portfolio at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a portfolios transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a portfolio are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the portfolio, defer losses to the portfolio, and cause adjustments in the holding periods of the portfolios securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a portfolio has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a portfolio-level tax.
Certain of a portfolios investments in derivatives and foreign currency-denominated instruments, and the portfolios transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a portfolios book income is less than the sum of its taxable income and net tax-exempt income (if any), the portfolio could be required to make distributions exceeding book income to qualify as a regulated investment company. If a portfolios book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the portfolios remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
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Foreign currency transactions . A portfolios transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a portfolios ordinary income distributions to you, and may cause some or all of the portfolios previously distributed income to be classified as a return of capital. In certain cases, a portfolio may make an election to treat such gain or loss as capital.
Investments in non-U.S. REITs . While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a portfolio in a non-U.S. REIT may subject the portfolio, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The portfolios pro rata share of any such taxes will reduce the portfolios return on its investment. A portfolios investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in Investment in Foreign Securities PFIC securities. Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in Taxation of the Portfolio Foreign income tax. Also, the portfolio in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate .
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a portfolio will be treated as long term capital gains by the portfolio and, in turn, may be distributed by the portfolio to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a portfolio, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs current and accumulated earnings and profits. Also, see Tax Treatment of Portfolio Transactions Investment in taxable mortgage pools (excess inclusion income) and Non-U.S. Investors Investment in U.S. real property with respect to certain other tax aspects of investing in U.S. REITs.
Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a portfolios income from a U.S. REIT that is attributable to the REITs residual interest in a real estate mortgage investment conduit (REMIC) or equity interests in a taxable mortgage pool (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a portfolio, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a portfolio will not allocate to shareholders excess inclusion income.
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These rules are potentially applicable to a portfolio with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a portfolio that has a non-REIT strategy.
Investments in partnerships and qualified publicly traded partnerships (QPTP). For purposes of the Income Requirement, income derived by a portfolio from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the portfolio. While the rules are not entirely clear with respect to a portfolio investing in a partnership outside a master-feeder structure, for purposes of testing whether a portfolio satisfies the Asset Diversification Test, the portfolio generally is treated as owning a pro rata share of the underlying assets of a partnership. See Taxation of the Portfolio Qualification as a regulated investment company . In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a portfolio from an interest in a QPTP will be treated as qualifying income but the portfolio may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a portfolio to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a portfolio with respect to items attributable to an interest in a QPTP. Portfolio investments in partnerships, including in QPTPs, may result in the portfolios being subject to state, local or foreign income, franchise or withholding tax liabilities.
Securities lending . While securities are loaned out by a portfolio, the portfolio generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends received deduction for corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders.
Investments in convertible securities. Convertible debt is ordinarily treated as a single property consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holders exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles.
Investments in securities of uncertain tax character . A portfolio may invest in securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by a portfolio, it could affect the timing or character of income recognized by the fund, requiring the portfolio to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.
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Backup Withholding
By law, the Portfolio may be required to withhold a portion of your taxable dividends and sales proceeds unless you:
| provide your correct social security or taxpayer identification number, |
| certify that this number is correct, |
| certify that you are not subject to backup withholding, and |
| certify that you are a U.S. person (including a U.S. resident alien). |
The Portfolio also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting. The special U.S. tax certification requirements applicable to non-U.S. investors to avoid backup withholding are described under the Non-U.S. Investors heading below.
Non-U.S. Investors
Non-U.S. investors (shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In general. The United States imposes a flat 30% withholding tax (or a withholding tax at a lower treaty rate) on U.S. source dividends, including on income dividends paid to you by the Portfolio. Exemptions from this U.S. withholding tax are provided for capital gain dividends paid by the Portfolio from its net long-term capital gains, interest-related dividends paid by the Portfolio from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Portfolio shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.
Capital gain dividends and short-term capital gain dividends. In general, (i) a capital gain dividend reported by the Portfolio to shareholders as paid from its net long-term capital gains or (ii) a short-term capital gain dividend reported by the Portfolio to shareholders as paid from its net short-term capital gains, other than long- or short-term capital gains realized on disposition of U.S. real property interests (see the discussion below) are not subject to U.S. withholding tax unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.
Interest-related dividends. Dividends reported by the Portfolio to shareholders as interest-related dividends and paid from its qualified net interest income from U.S. sources are not subject to U.S. withholding tax. Qualified interest income includes, in general, U.S. source (1) bank deposit interest, (2) short-term original discount, (3) interest (including original issue discount, market discount, or acquisition discount) on an obligation which is in registered form, unless it is earned on an obligation issued by a corporation or partnership in which the Portfolio is a 10-percent shareholder or is contingent interest, and (4) any interest-related dividend from another regulated investment company. On any payment date, the amount of an income dividend that is reported by the Portfolio to shareholders as an interest-related dividend may be more or less than the amount that is so qualified. This is because the reporting of interest-related dividends is based on an estimate of the Portfolios qualified net interest income for its entire fiscal year, which can only be determined with exactness at fiscal year-end. As a consequence, the Portfolio may over withhold a small amount of U.S. tax from a dividend payment. In this case, the non-U.S. investors only recourse may be to either forgo recovery of the excess withholding or to file a United States nonresident income tax return to recover the excess withholding.
Further limitations on tax reporting for interest-related dividends and short-term capital gain dividends for non-U.S. investors. It may not be practical in every case for the Portfolio to report to shareholders, and the Portfolio reserves the right in these cases to not report, small amounts of interest-related dividends or short-term capital gain dividends. Additionally, the Portfolios reporting of interest-related dividends or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operational constraints.
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Net investment income from dividends on stock and foreign source interest income continue to be subject to withholding tax; foreign tax credits . Ordinary dividends paid by the Portfolio to non-U.S. investors on the income earned on portfolio investments in (i) the stock of domestic and foreign corporations, and (ii) the debt of foreign issuers continue to be subject to U.S. withholding tax. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
Income effectively connected with a U.S. trade or business . If the income from the Portfolio is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Portfolio will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
Investment in U.S. real property . The Portfolio may invest in equity securities of corporations that invest in U.S. real property, including U.S. REITs. The sale of a U.S. real property interest (USRPI) by the Portfolio or by a U.S. REIT or U.S. real property holding corporation in which the Portfolio invests may trigger special tax consequences to the Portfolios non-U.S. shareholders.
The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes non-U.S. persons subject to U.S. tax on disposition of a USRPI as if he or she were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Code provides a look-through rule for distributions of FIRPTA gain by a RIC received from a U.S. REIT or another RIC classified as a U.S. real property holding corporation or realized by the RIC on a sale of a USRPI (other than a domestically controlled U.S. REIT or RIC that is classified as a qualified investment entity) if all of the following requirements are met:
| The RIC is classified as a qualified investment entity. A RIC is classified as a qualified investment entity with respect to a distribution to a non-U.S. person which is attributable directly or indirectly to a sale or exchange of a USRPI if, in general, 50% or more of the RICs assets consist of interests in U.S. REITs and U.S. real property holding corporations, and |
| You are a non-U.S. shareholder that owns more than 5% of a class of Portfolio shares at any time during the one-year period ending on the date of the distribution. |
| If these conditions are met, such Portfolio distributions to you are treated as gain from the disposition of a USRPI, causing the distributions to be subject to U.S. withholding tax at a rate of 35% (unless reduced by future regulations), and requiring that you file a nonresident U.S. income tax return. |
| In addition, even if you do not own more than 5% of a class of Portfolio shares, but the Portfolio is a qualified investment entity, such Portfolio distributions to you will be taxable as ordinary dividends rather than as a capital gain dividend (a distribution of long-term capital gains) or a short-term capital gain dividend subject to withholding at the 30% or lower treaty withholding rate. |
FIRPTA wash sale rule . If the Portfolio is a domestically controlled qualified investment entity and a non-U.S. shareholder of the Portfolio (i) disposes of his interest in the Portfolio during the 30-day period preceding the Portfolio distribution that would have been treated as FIRPTA gain under the look-through rule described above, (ii) acquires an identical stock interest during the 61-day period beginning the first day of such 30-day period preceding the distribution, and (iii) does not in fact receive the distribution in a manner that subjects the non-U.S. shareholder to tax under FIRPTA, then the non-U.S. shareholder is required to pay U.S. tax on an amount equal to the amount of the distribution that was not taxed under FIRPTA as a result of the disposition. These rules also apply to substitute dividend payments and other similar arrangements; the portion of the substitute dividend or similar payment treated as FIRPTA gain equals the portion of the RIC distribution such payment is in lieu of that otherwise would have been treated as FIRPTA gain.
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Gain on sale of Portfolio shares as FIRPTA gain . In addition, a sale or redemption of Portfolio shares will be FIRPTA gain only if
| As a non-U.S. shareholder, you own more than 5% of a class of shares in the Portfolio; |
| The Portfolio is not domestically controlled (50% or more in value of the Portfolio has been owned directly or indirectly by non-U.S. shareholders during the 5-year period ending on the date of disposition); and |
| 50% or more of the Portfolios assets consist of: (1) more-than 5% interests in publicly traded companies that are United States Real Property Holding Corporations (USRPHC), (2) interests in non-publicly traded companies that are USRPHCs, and (3) interests in U.S. REITs that are not controlled by U.S. shareholders where the REIT shares are either not publicly traded or are publicly traded and the Portfolio owns more than 10%. |
In the unlikely event that the Portfolio meets the requirements described above, the gain will be taxed as income effectively connected with a U.S. trade or business. As a result, the non-U.S. shareholder will be required to pay U.S. income tax on such gain and file a nonresident U.S. income tax return.
Because the Portfolio expects to invest less than 50% of its assets at all times, directly or indirectly, in U.S. real property interests, the Portfolio expects that neither gain on the sale or redemption of Portfolio shares nor Portfolio dividends and distributions will be subject to FIRPTA reporting and tax withholding.
U.S. estate tax . Transfers by gift of shares of the Portfolio by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a non-U.S. shareholder will nevertheless be subject to U.S. federal estate tax with respect to Portfolio shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Portfolio shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to U.S. situs assets with a value of $60,000). For estates with U.S. situs assets of not more than $60,000, the Portfolio may accept, in lieu of a transfer certificate, an affidavit from an appropriate individual evidencing that decedents U.S. situs assets are below this threshold amount.
U.S. tax certification rules . Special U.S. tax certification requirements may apply to non-U.S. shareholders both to avoid U.S. backup withholding imposed at a rate of 28% and to obtain the benefits of any treaty between the United States and the shareholders country of residence. In general, if you are a non-U.S. shareholder, you must provide a Form W-8 BEN (or other applicable Form W-8) to establish that you are not a U.S. person, to claim that you are the beneficial owner of the income and, if applicable, to claim a reduced rate of, or exemption from, withholding as a resident of a country with which the United States has an income tax treaty. A Form W-8BEN provided without a U.S. taxpayer identification number will remain in effect for a period beginning on the date signed and ending on the last day of the third succeeding calendar year unless an earlier change of circumstances makes the information on the form incorrect. Certain payees and payments are exempt from backup withholding.
The tax consequences to a non-U.S. shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Non-U.S. shareholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Portfolio, including the applicability of foreign tax.
Foreign Account Tax Compliance Act (FATCA). Under FATCA, the Portfolio will be required to withhold a 30% tax on payments or distributions made by the Portfolio to certain foreign entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE): (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions, and the proceeds arising from the sale of Portfolio shares. The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA; an entity in one of those countries may be required to comply with the terms of an IGA instead of U.S. Treasury regulations.
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An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a participating FFI, which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFIs country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the U.S. and the FFIs country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Portfolio can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the Portfolio or other applicable withholding agent, which will, in turn, report the information to the IRS.
Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Portfolio will need to provide the Portfolio with documentation properly certifying the entitys status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult their own tax advisors regarding the impact of these requirements on their investment in the Portfolio. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.
Effect of Future Legislation; Local Tax Considerations
The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. Future legislative or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in the Portfolio.]
The Boards of Directors of DIG, DFAIDG and DEM, and the Board of Trustees of the Trust have delegated the authority to vote proxies for the portfolio securities held by the non-Feeder Portfolios, Master Funds, and Underlying Funds to the Advisor in accordance with the Proxy Voting Policies and Procedures (the Voting Policies) and Proxy Voting Guidelines (Voting Guidelines) adopted by the Advisor. The Voting Guidelines are largely based on those developed by Institutional Shareholder Services, Inc. (ISS), an independent third-party proxy service provider, except with respect to certain matters for which the Advisor has modified the standard voting guidelines. A concise summary of the Voting Guidelines is provided in an Appendix to this SAI.
The Investment Committee at the Advisor is generally responsible for overseeing the Advisors proxy voting process. The Investment Committee has formed a Corporate Governance Committee composed of certain officers, directors and other personnel of the Advisor and has delegated to its members authority to (i) oversee the voting of proxies and third-party proxy service providers, (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 Corporate Governance 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 the Advisor to vote proxies on behalf of the non-Feeder Portfolios, Master Funds and Underlying Funds, including all authorized traders of the Advisor.
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The Advisor seeks to vote (or refrains from voting) proxies in a manner that the Advisor determines is in the best interests of the non-Feeder Portfolios, Master Funds, and Underlying Funds, and which seeks to maximize the value of the non-Feeder Portfolios, Master Funds and Underlying Funds investments. Generally, the Advisor analyzes proxy statements on behalf of the non-Feeder Portfolios, Master Funds, and Underlying Funds and instructs the vote (or refrains from voting) in accordance with the Voting Policies and the Voting Guidelines. Since most proxies the Advisor receives are instructed to be voted in accordance with the Voting Guidelines, proxies voted should not result from conflicts of interest. However, the Voting Policies do address the procedures to be followed if a conflict of interest arises between the interests of the non-Feeder Portfolios, Master Funds, or Underlying Funds, and the interests of the Advisor or its affiliates. If a Corporate Governance Committee (Committee) member has actual knowledge of a 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 non-Feeder Portfolios, Master Funds, or Underlying Funds. To the extent the Committee makes a determination regarding how to vote or to abstain for a proxy on behalf of a non-Feeder Portfolio, Master Fund, or Underlying Fund in the circumstances described in this paragraph, the Advisor will report annually on such determinations to the Board of Directors of the applicable Fund or the Board of Trustees of the Trust, as applicable.
The Advisor will usually instruct voting of 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, the Advisor reserves the right to instruct votes counter to the Voting Guidelines if, after a review of the matter, the Advisor believes that the best interests of the non-Feeder Portfolio, Master Fund or Underlying Fund would be served by such a vote. In such a circumstance, the analysis will be documented in writing and periodically presented to the Corporate Governance Committee. To the extent that the Voting Guidelines do not cover potential voting issues, the Advisor will vote on such issues in a manner that is consistent with the spirit of the Voting Guidelines and that the Advisor believes would be in the best interests of the non-Feeder Portfolio, Master Fund or Underlying Fund.
In some cases, the Advisor may determine that it is in the best interests of a non-Feeder Portfolio, Master Fund or Underlying Fund to refrain from exercising proxy voting rights. The Advisor may determine that voting is not in the best interest of a non-Feeder Portfolio, Master Fund or Underlying Fund and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of the Advisor, exceed the expected benefits of voting. For securities on loan, the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting votes. It is the Advisors 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 the Advisor recalling loaned securities in order to ensure they are voted. The Advisor does intend to recall securities on loan if based upon information in the Advisors possession, it determines that voting the securities is likely to materially affect the value of the non-Feeder Portfolios, Master Funds or Underlying Funds investment and that it is in the non-Feeder Portfolios, Master Funds or Underlying Funds best interests to do so. In cases where the Advisor does not receive a solicitation or enough information within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor or its service provider may be unable to vote.
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. The Advisor does not intend to vote proxies of non-U.S. companies if the Advisor determines that the expected economic costs from voting outweigh the anticipated economic benefit to a non-Feeder Portfolio, Master Fund or Underlying Fund associated with voting. The Advisor intends to make its determination on whether to vote proxies of non-U.S. companies on a portfolio-by-portfolio basis, and generally seeks to implement uniform voting procedures for all proxies of companies in a country. The Advisor 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 the Advisors decision of whether or not to vote. In the event the Advisor is made aware of and believes an issue to be voted is likely to materially affect the economic value of a non-Feeder Portfolio, Master Fund or Underlying Fund, that its vote is reasonably likely to influence the ultimate outcome of the contest, and the expected benefits of voting the proxies exceed the costs, the Advisor will make every reasonable effort to vote such proxies.
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The Advisor and the Funds have retained ISS 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 the non-Feeder Portfolios, Master Funds and Underlying Funds; and provides reports concerning the proxies voted (the Proxy Voting Services). In addition, the Advisor may retain the services of supplemental third-party proxy service providers to provide, among other things, research on proxy proposals and voting recommendations for certain shareholder meetings, as identified in the Voting Guidelines. Although the Advisor retains third-party service providers for proxy issues, the Advisor remains responsible for proxy voting decisions. In this regard, the Advisor uses commercially reasonable efforts to oversee the directed delegation to third-party proxy voting service providers, upon which the Advisor relies to carry out the Proxy Voting Services. Prior to the selection of a new third-party proxy service provider and annually thereafter or more frequently if deemed necessary by the Advisor, the Corporate Governance Committee will consider whether the proxy service provider (i) has the capacity and competency to adequately analyze proxy issues and (ii) can make its recommendations in an impartial manner and in the best interests of the Advisors clients. In the event that the Voting Guidelines are not implemented precisely as the Advisor intends because of the actions or omissions of any third party service providers, custodians or sub-custodians or other agents or any such persons experience any irregularities (e.g., misvotes or missed votes), then such instances will not necessarily be deemed by the Advisor as a breach of the Voting Policies.
Information regarding how each of the non-Feeder Portfolios, Master Funds and Underlying Funds voted proxies related to its portfolio securities during the 12 month period ended June 30 of each year is available, no later than August 31 of each year, without charge, (i) on the Advisors website at http://us.dimensional.com and (ii) on the SECs website at http://www.sec.gov.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Advisor and the Boards of Directors of DFAIDG, DIG, DEM and Board of Trustees of the Trust (collectively, the Boards) have adopted a policy (the Policy) to govern disclosure of the portfolio holdings of the Portfolios, Master Funds and Underlying Funds (Holdings Information), and to prevent the misuse of material non-public Holdings Information. The Advisor has determined that the Policy and its procedures (1) are reasonably designed to ensure that disclosure of Holdings Information is in the best interests of the shareholders of the Portfolios, Master Funds and Underlying Funds, and (2) appropriately address the potential for material conflicts of interest.
Disclosure of Holdings Information as Required by Applicable Law . Holdings Information (whether a partial listing of portfolio holdings or a complete listing of portfolio holdings) shall be disclosed to any person as required by applicable law, rules and regulations.
Online Disclosure of Portfolio Holdings Information . Each Portfolio, Master Fund and Underlying Fund generally discloses up to its twenty-five largest portfolio holdings and the percentages that each of these largest portfolio holdings represent of the total assets of the Portfolio, Master Fund or Underlying Fund (largest holdings), as of the most recent month-end, online at the Advisors public website, http://us.dimensional.com, within twenty days after the end of each month. This online disclosure may also include information regarding the industry allocations of the Portfolio, Master Fund or Underlying Fund. Each Portfolio, Master Fund and Underlying Fund generally discloses its complete Holdings Information (other than cash and cash equivalents), as of month-end, online at the Advisors public website, http://us.dimensional.com, 30 days following the month-end, or more frequently and at different periods when authorized by a Designated Person (as defined below).
Disclosure of Holdings Information to Recipients . Each of the Advisors Chairman, Director of Institutional Services, Head of Portfolio Management and Trading and General Counsel (together, the Designated Persons) may authorize disclosing non-public Holdings Information more frequently or at different periods than as described above solely to those financial advisors, registered accountholders, authorized consultants, authorized custodians, or third-party data service providers (each a Recipient) who: (i) specifically request the more current
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non-public Holdings Information and (ii) execute a Use and Nondisclosure Agreement (each a Nondisclosure Agreement). Each Nondisclosure Agreement subjects the Recipient to a duty of confidentiality with respect to the non-public Holdings Information, and prohibits the Recipient from trading based on the non-public Holdings Information. Any non-public Holdings Information that is disclosed shall not include any material information about a Portfolios, Master Funds or Underlying Funds trading strategies or pending portfolio transactions. The non-public Holdings Information provided to a Recipient under a Nondisclosure Agreement, unless indicated otherwise, is not subject to a time delay before dissemination. Designated Persons may also approve the distribution of Holdings Information for a Portfolio more frequently or at a period other than as described above.
[TO BE UPDATED IN THE 485(B) FILING: As of the date of this SAI, the Advisor and the Portfolios and Master Funds had ongoing arrangements with the following Recipients to make available non-public Holdings Information:
Recipient |
Business Purpose |
Frequency |
||
AFP Colfondos | Monitoring investor exposure and investment strategy | Upon Request | ||
AFP Prima | Monitoring investor exposure and investment strategy | Quarterly | ||
AFP Habitat | Monitoring investor exposure and investment strategy | Monthly | ||
AFP Integra | Monitoring investor exposure and investment strategy | Monthly | ||
Aon Hewitt | Monitoring investor exposure and investment strategy | Monthly | ||
Blue Cross Blue Shield Association | Monitoring investor exposure and investment strategy | Upon Request | ||
California Institute of Technology | Monitoring investor exposure and investment strategy | Upon Request | ||
Callan Associates | Monitoring investor exposure and investment strategy | Monthly | ||
Cambridge Associates Limited | Monitoring investor exposure and investment strategy | Quarterly | ||
Capital Advisors | Monitoring investor exposure and investment strategy | Monthly | ||
Charles Schwab Bank- Smart Funds | Monitoring investor exposure and investment strategy | Quarterly | ||
Chrysler Corporation | Monitoring investor exposure and investment strategy | Monthly | ||
Citibank, N.A. | Fund Custodian | Daily | ||
Citibank, N.A. | Middle office operational support service provider to the Advisor | Daily | ||
Colonial Consulting Co. | Monitoring investor exposure and investment strategy | Monthly | ||
Financial Risk Group | Monitoring investor exposure and investment strategy | Upon Request | ||
Fund Evaluation Group, LLC | Monitoring investor exposure and investment strategy | Quarterly | ||
Gallagher Fiduciary Advisors | Monitoring investor exposure and investment strategy | Quarterly | ||
Gavion LLC | Monitoring investor exposure and investment strategy | Upon Request |
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Recipient |
Business Purpose |
Frequency |
||
Greycourt & Co., Inc. | Monitoring investor exposure and investment strategy | Quarterly | ||
Harbor Capital Advisors, Inc. | Monitoring investor exposure and investment strategy | Upon Request | ||
InterMountain Healthcare | Monitoring investor exposure and investment strategy | Annually | ||
Jeffrey Slocum & Associates | Monitoring investor exposure and investment strategy | Quarterly | ||
Kaiser Permanente | Monitoring investor exposure and investment strategy | Upon Request | ||
Kaspick & Co. | Monitoring investor exposure and investment strategy | Upon Request | ||
Margaret A. Cargill Philanthropies | Monitoring investor exposure and investment strategy | Monthly | ||
Margaret A Cargill - Akaloa Resource Foundation | Monitoring investor exposure and investment strategy | Upon Request | ||
Margaret A Cargill - Anne Ray Charitable Trust | Monitoring investor exposure and investment strategy | Upon Request | ||
Marquette Associates, Inc. | Monitoring investor exposure and investment strategy | Quarterly | ||
Meketa Investment Group, Inc. | Monitoring investor exposure and investment strategy | Monthly | ||
Memorial Hermann Health System | Monitoring investor exposure and investment strategy | Upon Request | ||
Mercer Investment Consulting, Inc. | Monitoring investor exposure and investment strategy | Monthly | ||
Merck & Co., Inc. | Monitoring investor exposure and investment strategy | Upon Request | ||
Montana Board of Investments | Monitoring investor exposure and investment strategy | Monthly | ||
New York State Teachers Retirement System | Monitoring investor exposure and investment strategy | Monthly | ||
Northern Trust | Monitoring investor exposure and investment strategy | Monthly | ||
Ohio Public Employees Retirement System | Monitoring investor exposure and investment strategy | Monthly | ||
Oregon Investment Council | Monitoring investor exposure and investment strategy | Monthly | ||
Pavilion Advisory Group | Monitoring investor exposure and investment strategy | Quarterly | ||
Peirce Park Group | Monitoring investor exposure and investment strategy | Upon Request | ||
PricewaterhouseCoopers LLP | Independent registered public accounting firm | Upon Request | ||
Pricing Service Vendor | Fair value information services | Daily | ||
R.V. Kuhns | Monitoring investor exposure and investment strategy | Monthly |
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Recipient |
Business Purpose |
Frequency |
||
Seattle City Employees Retirement System | Monitoring investor exposure and investment strategy | Monthly | ||
Segal Rogerscasey | Monitoring investor exposure and investment strategy | Upon Request | ||
Siemens Corporation | Monitoring investor exposure and investment strategy | Monthly | ||
Southern Company | Monitoring investor exposure and investment strategy | Upon Request | ||
State Street Bank and Trust Company | Fund Administrator, Accounting Agent, Transfer Agent and Custodian | Daily | ||
State Street Global Advisors | Monitoring investor exposure and investment strategy | Monthly | ||
Summit Strategies, Inc. | Monitoring investor exposure and investment strategy | Monthly | ||
Texas Mutual Insurance Company | Monitoring investor exposure and investment strategy | Monthly | ||
Towers Watson | Monitoring investor exposure and investment strategy | Monthly | ||
Teachers Retirement Allowances Fund Board | Monitoring investor exposure and investment strategy | Upon Request | ||
U.S. Institutional Investment Consultants | Monitoring investor exposure and investment strategy | Quarterly | ||
University of Pittsburgh Medical Center | Monitoring investor exposure and investment strategy | Quarterly | ||
University of South Florida Foundation | Monitoring investor exposure and investment strategy | Upon Request | ||
Verus (El Segundo) | Monitoring investor exposure and investment strategy | Monthly | ||
WEC Energy Group (Integrys Energy Group, Inc.) | Monitoring investor exposure and investment strategy | Monthly | ||
Wilshire Associates, Inc. | Monitoring investor exposure and investment strategy | Quarterly |
In addition, certain employees of the Advisor and its subsidiaries receive Holdings Information on a quarterly, monthly or daily basis, or upon request, in order to perform their business functions. None of the Portfolios, the Master Funds, the Underlying Funds, the Advisor or any other party receives any compensation in connection with these arrangements.
The Policy includes the following procedures to ensure that disclosure of Holdings Information is in the best interests of shareholders, and to address any conflicts between the interests of shareholders, on the one hand, and the interests of the Advisor, DFAS or any affiliated person of the Funds, the Trust, the Advisor or DFAS, on the other. In order to protect the interests of shareholders, the Portfolios, Master Funds and Underlying Funds, and to ensure no adverse effect on shareholders, in the limited circumstances where a Designated Person is considering making non-public Holdings Information available to a Recipient, the Advisors Director of Institutional Services and the Chief Compliance Officer will consider any conflicts of interest. If the Chief Compliance Officer, following appropriate due diligence, determines in his or her reasonable judgment that (1) the Portfolio, Master Fund or Underlying Fund, as applicable, has a legitimate business purpose for providing the non-public Holdings Information to a Recipient, and (2) disclosure of non-public Holdings Information to the Recipient would be in the interests of the shareholders and outweighs possible reasonably anticipated adverse effects, then the Chief Compliance Officer may approve the proposed disclosure.
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The Chief Compliance Officer documents all disclosures of non-public Holdings Information (including the legitimate business purpose for the disclosure), and periodically reports to the Board on such arrangements. The Chief Compliance Officer is also responsible for ongoing monitoring of the distribution and use of non-public Holdings Information. Such arrangements are reviewed by the Chief Compliance Officer on an annual basis. Specifically, the Chief Compliance Officer requests an annual certification from each Recipient that the Recipient has complied with all terms contained in the Nondisclosure Agreement. Recipients who fail to provide the requested certifications are prohibited from receiving non-public Holdings Information.
The Board exercises continuing oversight of the disclosure of Holdings Information by: (1) overseeing the implementation and enforcement of the Policy by the Chief Compliance Officer of the Advisor and of the Funds and Trust; (2) considering reports and recommendations by the Chief Compliance Officer concerning the implementation of the Policy and any material compliance matters that may arise in connection with the Policy; and (3) considering whether to approve or ratify any amendments to the Policy. The Advisor and the Board reserve the right to amend the Policy at any time, and from time to time without prior notice, in their sole discretion.
Prohibitions on Disclosure of Portfolio Holdings and Receipt of Compensation . No person is authorized to disclose Holdings Information or other investment positions (whether online at http://us.dimensional.com, in writing, by fax, by e-mail, orally or by other means) except in accordance with the Policy. In addition, no person is authorized to make disclosure pursuant to the Policy if such disclosure is otherwise in violation of the antifraud provisions of the federal securities laws.
The Policy prohibits a Portfolio, a Master Fund, an Underlying Fund, the Advisor or an affiliate thereof from receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of non-public Holdings Information or other investment positions. Consideration includes any agreement to maintain assets in the Portfolio, Master Fund or Underlying Fund or in other investment companies or accounts managed by the Advisor or by any affiliated person of the Advisor.
The Policy and its procedures are intended to provide useful information concerning the Portfolios, Master Funds and Underlying Funds to existing and prospective shareholders, while at the same time preventing the improper use of Holdings Information. However, there can be no assurance that the furnishing of any Holdings Information is not susceptible to inappropriate uses, particularly in the hands of sophisticated investors, or that the Holdings Information will not in fact be misused in other ways, beyond the control of the Advisor.
PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042, is the Funds independent registered public accounting firm. PwC audits the Funds annual financial statements. The audited financial statements and financial highlights of the Portfolios for their fiscal period ended October 31, 2016, as set forth in the Funds annual reports to shareholders, including the report of PricewaterhouseCoopers LLP, are incorporated by reference into this SAI.
The audited financial statements of the Master Funds (which are series of the Trust) and the audited financial statements of Dimensional Emerging Markets Value Fund for the fiscal period ended October 31, 2016, as set forth in the Trusts and Dimensional Emerging Markets Value Funds annual reports to shareholders, including the reports of PricewaterhouseCoopers LLP, are incorporated by reference into this SAI.
A shareholder may obtain a copy of the annual reports, upon request and without charge, by contacting the Funds at the address or telephone number appearing on the cover of this SAI.
The Portfolios may compare their investment performance to appropriate market and mutual fund indices and investments for which reliable performance data is available. Such indices are generally unmanaged and are prepared by entities and organizations which track the performance of investment companies or investment advisors. Unmanaged indices often do not reflect deductions for administrative and management costs and expenses. The performance of the Portfolios may also be compared in publications to averages, performance rankings, or other information prepared by recognized mutual fund statistical services. Any performance information, whether related to the Portfolios or to the Advisor, should be considered in light of a Portfolios investment objectives and policies, characteristics and the quality of the portfolio and market conditions during the time period indicated and should not be considered to be representative of what may be achieved in the future.
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APPENDIX
U.S. PROXY VOTING CONCISE GUIDELINES
Effective for Meetings on or after February 1, 2016
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), and may in certain circumstances purchase research from other third parties as well.
Specifically, if available, the Advisor may obtain research from Glass Lewis or other third parties 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. Except as otherwise provided herein or in the Policy, 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 Corporate Governance Committees (or its designees) determination considering the principle of preserving shareholder value. Irrespective of whether the recommendations contained in the research reports from ISS and Glass Lewis are the same or inconsistent, the Corporate Governance Committee (or its designees) will vote on proxies relating to mergers and acquisitions, say-on-pay, or election of directors of companies that have a poison pill as the Corporate Governance Committee (or its designees) determines, considering the principle of preserving shareholder value; provided, however, that if a conflict of interest or potential conflict of interest exists, the matter shall be brought before the Corporate Governance Committee for consideration as provided for in the Policy.
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, or 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. |
A - 1
Board of Directors:
Voting on Director Nominees in Uncontested Elections
Generally vote FOR director nominees, except under the following circumstances:
1. Accountability
Vote AGAINST 1 or WITHHOLD from the entire board of directors (except new nominees 2 , who should be considered CASE-BY-CASE) for the following:
Problematic Takeover Defenses
Classified Board Structure:
1.1. | The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. 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. |
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 it cannot be determined whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a new nominee if he or she joined the board within the 12 months prior to the upcoming shareholder meeting.
A - 2
Poison Pills 3 :
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, chronological sequence and duration, as well as the companys efforts at remediation or corrective actions, in determining whether WITHHOLD/AGAINST votes are warranted. |
3 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director also serves as a director for another company that has (i) adopted a poison pill for any purpose other than protecting such other companys net operating losses, or (ii) failed to eliminate a poison pill following a proxy contest in which a majority of directors were replaced.
A - 3
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 companys previous say-on-pay proposal received the support of less than 70 percent of votes cast, taking into account: |
● | The companys 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 companys ownership structure; and |
● | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Unilateral Bylaw/Charter Amendments
1.17. | Generally vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board (except new nominees, who should be considered CASE-BY-CASE) if the board amends the companys bylaws or charter without shareholder approval in a manner that materially diminishes shareholders rights or that could adversely impact shareholders, considering the following factors, as applicable: |
● | The boards rationale for adopting the bylaw/charter amendment without shareholder ratification; |
● | Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
● | The level of impairment of shareholders rights caused by the boards unilateral amendment to the bylaws/charter; |
● | The boards track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
● | The companys ownership structure; |
● | The companys existing governance provisions; |
● | The timing of the boards amendment to the bylaws/charter in connection with a significant business development; and |
● | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
A - 4
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote CASE-BY-CASE on director nominees. Generally vote AGAINST (except new nominees, who should be considered CASE-BY-CASE) if the directors:
● | Classified the board; |
● | Adopted supermajority vote requirements to amend the bylaws or charter; or |
● | Eliminated shareholders ability to amend bylaws. |
1.18. | For newly public companies, generally vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board (except new nominees, who should be considered CASE-BY-CASE) if, prior to or in connection with the companys public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, considering the following factors: |
The level of impairment of shareholders rights caused by the provision;
● | The disclosed rationale for adopting the provision; |
● | The ability to change the governance structure in the future (e.g., limitations on shareholders right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
● | The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; and, |
● | A public commitment to put the provision to a shareholder vote within three years of the date of the initial public offering. |
Unless the adverse provision is reversed or submitted to a vote of public shareholders, vote CASE-BY-CASE on director nominees in subsequent years.
Governance Failures
Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board, due to:
1.19. | Material failures of governance, stewardship, risk oversight 4 , or fiduciary responsibilities at the company; |
1.20. | Failure to replace management as appropriate; or |
1.21. | 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. |
4 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.
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2. Responsiveness
Vote CASE-BY-CASE on individual directors, committee members, or the entire board of directors (as appropriate) if:
2.1. | The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are: |
● | Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
● | Rationale provided in the proxy statement for the level of implementation; |
● | The subject matter of the proposal; |
● | The level of support for and opposition to the resolution in past meetings; |
● | Actions taken by the board in response to the majority vote and 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. |
2.2. | The board failed to act on takeover offers where the majority of shares are tendered; |
2.3. | 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; |
2.4. | 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; or |
2.5. | The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account: |
● | The boards rationale for selecting a frequency that is different from the frequency that received a plurality; |
● | The companys ownership structure and vote results; |
● | ISS analysis of whether there are compensation concerns or a history of problematic compensation practices; and |
● | The previous years support level on the companys say-on-pay proposal. |
3. Composition
Attendance at Board and Committee Meetings:
3.1. | Generally vote AGAINST or WITHHOLD from directors (except new nominees, who should be considered CASE-BY-CASE 5 ) 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: |
5 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.
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● | Medical issues/illness; |
● | Family emergencies; and |
● | Missing only one meeting (when the total of all meetings is three or fewer). |
3.2. | 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:
3.3. | Sit on more than six public company boards 6 ; or |
3.4. | Are CEOs of public companies who sit on the boards of more than two public companies besides their ownwithhold only at their outside boards 7 . |
4. Independence
Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors when:
4.1. | The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating; |
4.2. | The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; |
4.3. | The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or |
4.4. | Independent directors make up less than a majority of the directors. |
Independent Chair (Separate Chair/CEO)
Generally vote with management on shareholder proposals requiring that the chairmans position be filled by an independent director.
6 Dimensional may screen votes otherwise subject to this policy based on the qualifications and circumstances of the directors involved.
7 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.
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Proxy Access 8
Generally vote FOR management and shareholder proposals for proxy access with the following provisions:
Ownership threshold: maximum requirement not more than 3 percent of the voting power;
Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group;
Cap: cap on nominees of generally 25 percent of the board.
Review for reasonableness any other restrictions on the right of proxy access.
Generally vote AGAINST proposals that are more restrictive than these guidelines.
Proxy ContestsVoting for Director Nominees in Contested Elections 9
Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:
● | Long-term financial performance of the company relative to its industry; |
● | Managements track record; |
● | Background to the contested election; |
● | Nominee qualifications and any compensatory arrangements; |
● | Strategic plan of dissident slate and quality of the critique against management; |
● | Likelihood that the proposed goals and objectives can be achieved (both slates); and |
● | Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access vote CASE-BY-CASE considering the same factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether or not there are more candidates than board seats).
8 Dimensional generally does not consider the duration of required ownership in evaluating proxy access.
9 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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Shareholder Rights & Defenses 10
Litigation Rights (including Exclusive Venue and Fee-Shifting Bylaw Provisions) 11
Bylaw provisions impacting shareholders ability to bring suit against the company may include exclusive venue provisions, which provide that the state of incorporation shall be the sole venue for certain types of litigation, and fee-shifting provisions that require a shareholder who sues a company unsuccessfully to pay all litigation expenses of the defendant corporation.
Vote CASE-BY-CASE on bylaws which impact shareholders litigation rights, taking into account factors such as:
● | The companys stated rationale for adopting such a provision; |
● | Disclosure of past harm from shareholder lawsuits in which plaintiffs were unsuccessful or shareholder lawsuits outside the jurisdiction of incorporation; |
● | The breadth of application of the bylaw, including the types of lawsuits to which it would apply and the definition of key terms; and |
● | Governance features such as shareholders ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections. |
Generally vote AGAINST bylaws that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., in cases where the plaintiffs are partially successful).
Unilateral adoption by the board of bylaw provisions which affect shareholders litigation rights will be evaluated under Unilateral Bylaw/Charter Amendments.
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 percent 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. |
10 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
11 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director has adopted a fee-shifting bylaw provision without a shareholder vote.
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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 companys 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; |
● | Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
● | The companys 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 managements 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 12 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. |
12 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.
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CAPITAL/RESTRUCTURING 13
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 companys use of authorized shares during the last three years |
● | The Current Request: |
¡ | Disclosure in the proxy statement of the specific purposes of the proposed increase; |
¡ | Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
¡ | The dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the companys need for shares and total shareholder returns. |
Apply the relevant allowable increase below in determining vote on requests to increase common stock that are for general corporate purposes (or to the general corporate purposes portion of a request that also includes a specific need):
A. | Most companies: 100 percent of existing authorized shares. |
B. | Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares. |
C. | Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares. |
D. | Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares. |
If there is an acquisition, private placement, or similar transaction on the ballot (not including equity incentive plans) that is receiving a FOR vote, the allowable increase will be the greater of (i) twice the amount needed to support the transactions on the ballot, and (ii) the allowable increase as calculated above.
13 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 companys auditor has concluded that there is substantial doubt about the companys ability to continue as a going concern; or |
¡ | The new class of shares will be transitory; |
¡ | The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and |
¡ | The new class is not designed to preserve or increase the voting power of an insider or significant shareholder. |
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 companys 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 companys 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. |
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● | 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 arms-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation wins can also signify the deal makers competency. The comprehensiveness of the sales process ( e.g. , full auction, partial auction, no auction) can also affect shareholder value. |
● | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. |
● | 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 14
Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
1. | Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
2. | Avoid arrangements that risk pay for failure: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
3. | Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making ( e.g. , including access to independent expertise and advice when needed); |
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. |
14 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 a 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. |
Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
In casting a vote on executive compensation proposals, the Advisor may leverage the ISS pay-for-performance analysis. With respect to companies in the Russell 3000 or Russell 3000E indices, this analysis considers the following:
1. | Peer Group 15 Alignment: |
● | The degree of alignment between the companys annualized TSR rank and the CEOs annualized total pay rank within a peer group, each measured over a three-year period. |
● | The multiple of the CEOs total pay relative to the peer group median. |
15 The 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 companys 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 companys.
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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 companies outside the Russell indices, misaligned pay and performance are otherwise suggested, the following qualitative factors, as relevant to evaluating how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests, may be considered
● | 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 companys 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 companys overall pay program and demonstrated pay-for-performance philosophy. 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: |
¡ | Change in control (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). |
● | Insufficient executive compensation disclosure by externally- managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMIs executives is not possible. |
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Incentives that may Motivate Excessive Risk-Taking
● | Multi-year guaranteed bonuses; |
● | A single or common performance metric used for short- and long-term plans; |
● | Lucrative severance packages; |
● | High pay opportunities relative to industry peers; |
● | Disproportionate supplemental pensions; or |
● | Mega annual equity grants that provide unlimited upside with no downside risk. |
Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.
Options Backdating
The following factors should be examined CASE-BY-CASE to allow for distinctions to be made between sloppy plan administration versus deliberate action or fraud:
● | Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
● | Duration of options backdating; |
● | Size of restatement due to options backdating; |
● | Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
● | Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation Committee 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 companys previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
¡ | The companys 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 companys 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.
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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 companys 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 companys advisory vote on compensation (management say-on-pay), the say-on-pay proposal will be evaluated in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.
Equity-Based and Other Incentive Plans 16
Vote CASE-BY-CASE on certain equity-based compensation plans 17 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an equity plan scorecard (EPSC) approach with three pillars:
Plan Cost: The total estimated cost of the companys equity plans relative to industry/market cap peers, measured by the companys estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:
● | SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
● | SVT based only on new shares requested plus shares remaining for future grants. |
16 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
17 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors.
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Plan Features:
● | Automatic single-triggered award vesting upon a CIC; |
● | Discretionary vesting authority; |
● | Liberal share recycling on various award types; |
● | Lack of minimum vesting period for grants made under the plan. |
Grant Practices:
● | The companys three year burn rate relative to its industry/market cap peers; |
● | Vesting requirements in most recent CEO equity grants (3-year look-back); |
● | The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
● | The proportion of the CEOs most recent equity grants/awards subject to performance conditions; |
● | Whether the company maintains a claw-back policy; |
● | Whether the company has established post exercise/vesting share-holding requirements. |
Generally vote AGAINST the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders interests, or if any of the following egregious factors apply:
● | Awards may vest in connection with a liberal change-of-control definition; |
● | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it for NYSE and Nasdaq listed companies or by not prohibiting it when the company has a history of repricing for non-listed companies); |
● | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
● | Any other plan features are determined to have a significant negative impact on shareholder interests. |
Social/Environmental Issues
Global 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.
Environmentally Screened Port f olios
With respect to environmentally screened portfolios, the Advisor will generally vote on shareholder proposals involving environmental issues in accordance with the following 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; |
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● | If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
● | Whether the proposals request is unduly burdensome (scope, or timeframe) or overly prescriptive; |
● | The companys 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. |
Generally vote FOR resolutions requesting that a company disclose information on the risks related to climate change on its operations and investments, such as financial, physical, or regulatory risks, considering:
● | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is at least comparable to that of industry peers; and |
● | There are no significant controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Generally vote FOR proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
● | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is comparable to that of industry peers; and |
● | There are no significant, controversies, fines, penalties, or litigation associated with the companys GHG emissions. |
Vote CASE-BY-CASE on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
● | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
● | Whether company disclosure lags behind industry peers; |
● | The companys actual GHG emissions performance; |
● | The companys current GHG emission policies, oversight mechanisms, and related initiatives; and |
● | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
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.
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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. Otherwise, they, and all other voting items, will be evaluated using the relevant market proxy voting guidelines.
Political Issues
Overall Approach
Generally vote FOR the managements recommendation on shareholder proposals involving political issues. When evaluating political shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.
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APPENDIX
INTERNATIONAL PROXY VOTING SUMMARY GUIDELINES 18
Effective for Meetings on or after February 1, 2016
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 and Ownership Matters in addition to Institutional Shareholder Services, Inc. (ISS) and may in certain circumstances purchase research from other third parties as well.
Specifically, if available, the Advisor may obtain research from Glass Lewis or other third parties 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. The Advisor may purchase research from Ownership Matters with respect to the proxies of certain large Australian Companies.
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. Except as otherwise provided herein or in the Policy, 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 Corporate Governance Committees (or its designees) determination considering the principle of preserving shareholder value. Irrespective of whether the recommendations contained in the research reports from ISS and Glass Lewis are the same, the Corporate Governance Committee (or its designees) will vote on proxies relating to mergers and acquisitions, say-on-pay or election of directors of companies that have a poison pill as the Committee (or its designees) determines, considering the principle of preserving shareholder value; provided, however, that if a conflict of interest or potential conflict of interest exists, the matter shall be brought before the Corporate Governance Committee for consideration as provided for in the Policy.
1. General Policies
Financial Results/Director and Auditor Reports
Vote FOR approval of financial statements and director and auditor reports, unless:
18 This is a summary of the majority of International Markets, however, certain countries and/or markets 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.
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● | 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 proposals to ratify 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 companys financial position. |
Stock (Scrip) Dividend Alternative
Vote FOR most stock (scrip) dividend proposals.
Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.
Amendments to Articles of Association
Vote amendments to the articles of association on a CASE-BY-CASE basis.
Change in Company Fiscal Term
Vote FOR resolutions to change a companys fiscal term unless a companys motivation for the change is to postpone its AGM.
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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
Non-Contested 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 or reelection of any and all director nominees when the names of the nominees are not available at the time the ISS analysis is written and therefore no research is provided on the nominee.
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 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 19 .
19 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 companys 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., members of a family that 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 the company maintains a transactional/commercial relationship (unless the 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 or 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
● | Not classified as non-independent (see above); |
● | 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 recipients 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 ones objectivity in the boardroom in a manner that would have a meaningful impact on an individuals ability to satisfy requisite fiduciary standards on behalf of shareholders.
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Contested Director Elections 20
For shareholder nominees, the persuasive burden is on the nominee or the proposing shareholder to prove that they are better suited to serve on the board than managements 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, Dimensional will generally focus on two central questions: (1) Have the proponents proved that board change is warranted? And if so, (2) Are the proponent board nominees likely to effect positive change (i.e., maximize long-term shareholder value)?
Voting on Directors for Egregious Actions
Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, on 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 the 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 21 . |
Discharge of Board and Management
Vote FOR the discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling concerns 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; |
20 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
21 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director also serves as a director for another company that has adopted a poison pill for any purpose other than protecting such other companys net operating losses.
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● | 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; or |
● | Other egregious governance issues where shareholders will bring legal action against the company or its directors. |
For markets which do not routinely request discharge resolutions (e.g. common law countries or markets where discharge is not mandatory), analysts may voice concern in other appropriate agenda items, such as approval of the annual accounts or other relevant resolutions, to enable shareholders to express discontent with the board.
Director, Officer, and Auditor Indemnification and Liability Provisions
Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.
Vote AGAINST proposals to indemnify external auditors.
Board Structure
Vote FOR routine 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 22
Share Issuance Requests
General Issuances
Vote FOR issuance authorities with pre-emptive rights to a maximum of 100 percent over currently issued capital and as long as the share issuance authorities periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines.
Vote FOR issuance authorities without pre-emptive rights to a maximum of 20 percent (or a lower limit if local market best practice recommendations provide) of currently issued capital as long as the share issuance authorities periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines.
22 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 the 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.
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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 the guidelines on equity issuance requests.
Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.
Pledging of Assets for Debt
Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.
Increase in Borrowing Powers
Vote proposals to approve increases in a companys 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. |
Vote 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. |
Share repurchase plans in excess of 10 percent volume in exceptional circumstances, such as one-off company specific events (e.g. capital re-structuring), 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.
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4. COMPENSATION 23
Compensation Plans
Vote compensation plans on a CASE-BY-CASE basis consistent with the following principles:
● | Provide shareholders with clear, comprehensive compensation disclosures; |
● | Maintain appropriate pay-for-performance alignment with emphasis on long-term shareholder value; |
● | Avoid arrangements that risk pay for failure; |
● | Maintain an independent and effective compensation committee; |
● | Avoid inappropriate pay to non-executive directors. |
Director Compensation
Vote FOR proposals to award cash fees to non-executive directors unless the amounts are excessive relative to other companies in the country or industry.
Vote non-executive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.
Vote proposals that bundle compensation for both non-executive and executive directors into a single resolution on a CASE-BY-CASE basis.
Vote AGAINST proposals to introduce retirement benefits for non-executive directors.
5. OTHER ITEMS
Reorganizations/Restructurings
Vote reorganizations and restructurings on a CASE-BY-CASE basis.
Mergers and Acquisitions
Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:
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? The Advisor places emphasis on the offer premium, market reaction, and strategic rationale. |
● | Market reaction - How has the market responded to the proposed 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. |
23 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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● | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders or have special interests influenced 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 allow shareholders 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 companys corporate governance or business profile at a reasonable cost.
Vote AGAINST proposals that limit the companys business activities or capabilities or result in significant costs being incurred with little or no benefit.
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Corporate Social Responsibility (CSR) Issues
Generally vote FOR the managements recommendation on shareholder proposals involving CSR Issues. When evaluating social and environmental shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.
Environmentally Screened Port f olios
With respect to environmentally screened portfolios, the Advisor will generally vote on shareholder proposals involving environmental issues in accordance with the following 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 proposals request is unduly burdensome (scope, or timeframe) or overly prescriptive; |
● | The companys 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. |
Generally vote FOR resolutions requesting that a company disclose information on the risks related to climate change on its operations and investments, such as financial, physical, or regulatory risks, considering:
● | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is at least comparable to that of industry peers; and |
● | There are no significant controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Generally vote FOR proposals requesting a report on GHG emissions from company operations and/or products and operations, unless:
● | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is comparable to that of industry peers; and |
● | There are no significant, controversies, fines, penalties, or litigation associated with the companys GHG emissions. |
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Vote CASE-BY-CASE on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
● | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
● | Whether company disclosure lags behind industry peers; |
● | The companys actual GHG emissions performance; |
● | The companys current GHG emission policies, oversight mechanisms, and related initiatives; and |
● | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Country of Incorporation vs. Country of Listing-Application of Policy
In general, country of incorporation will be the basis for policy application. US policies will be applied to the extent possible to 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 (FPIs), 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 the US Proxy Voting Guidelines.
All other voting items will be evaluated using the International Proxy Voting Guidelines.
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.
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DFA INVESTMENT DIMENSIONS GROUP INC.
6300 Bee Cave Road, Building One, Austin, TX 78746
Telephone: (512) 306-7400
STATEMENT OF ADDITIONAL INFORMATION
February 28, 2017
DFA Investment Dimensions Group Inc. (DFAIDG or the Fund) is an open-end management investment company that offers ninety-six series of shares. This Statement of Additional Information (SAI) relates to seven series of the Fund (individually, a Portfolio and collectively, the Portfolios):
DOMESTIC EQUITY PORTFOLIOS
Tax-Managed U.S. Marketwide Value Portfolio (Feeder) | Tax-Managed U.S. Equity Portfolio | |
Ticker: DTMMX |
Ticker: DTMEX |
|
Tax-Managed U.S. Targeted Value Portfolio | Tax-Managed U.S. Small Cap Portfolio | |
Ticker: DTMVX |
Ticker: DFTSX |
|
T.A. U.S. Core Equity 2 Portfolio Ticker: DFTCX |
INTERNATIONAL EQUITY PORTFOLIOS
Tax-Managed DFA International Value Portfolio
Ticker: DTMIX
T.A. World ex U.S. Core Equity Portfolio
Ticker: DFTWX
This SAI is not a prospectus but should be read in conjunction with the Portfolios Prospectus dated February 28, 2017, as amended from time to time. The audited financial statements and financial highlights of the Portfolios (as applicable) are incorporated by reference from the Funds annual report to shareholders and the audited financial statements and financial highlights for the Master Fund are incorporated by reference from The DFA Investment Trust Companys (the Trust) annual report to shareholders. The Prospectus and the annual reports can be obtained by writing to the above address or by calling the above telephone number.
TABLE OF CONTENTS
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WHEN-ISSUED SECURITIES, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS |
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PORTFOLIO CHARACTERISTICS AND POLICIES
The Tax-Managed U.S. Marketwide Value Portfolio, as identified on the cover page of this SAI, is a Feeder Portfolio (the Feeder Portfolio) that seeks to achieve its investment objective by investing substantially all of its investable assets in The Tax-Managed U.S. Marketwide Value Series (the Master Fund), a series of The DFA Investment Trust Company (the Trust). Dimensional Fund Advisors LP (the Advisor or Dimensional) serves as investment advisor to each of the Portfolios and the Master Fund. The Advisor is organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation. Capitalized terms not otherwise defined in this SAI have the meanings assigned to them in the Prospectus.
The following information supplements the information set forth in the Prospectus. Unless otherwise indicated, the following information applies to all of the Portfolios and the Master Fund, including the Feeder Portfolio, through its investment in the Master Fund.
Each of the Portfolios and the Master Fund is diversified under the federal securities laws and regulations.
Because the structure of the Portfolios and Master Fund is based on the relative market capitalizations of eligible holdings, it is possible that a Portfolio might include at least 5% of the outstanding voting securities of one or more issuers. In such circumstances, a Portfolio and the issuer would be deemed affiliated persons and certain requirements under the federal securities laws and regulations regulating dealings between mutual funds and their affiliates might become applicable.
Each of the Portfolios (except the Tax-Managed DFA International Value Portfolio) has adopted a non-fundamental policy as required by Rule 35d-1 under the Investment Company Act of 1940 (the 1940 Act) that, under normal circumstances, at least 80% of the value of each Portfolios net assets, plus the amount of any borrowings for investment purposes, will be invested in a specific type of investment. Additionally, if a Portfolio changes its 80% investment policy, the Portfolio will notify shareholders at least 60 days before the change, and will change the name of the Portfolio. For more information on each Portfolios specific 80% policy, see each Portfolios PRINCIPAL INVESTMENT STRATEGIES section in the Prospectus.
The following table reports brokerage commissions paid by the designated Portfolios for the fiscal years ended October 31, 2016, October 31, 2015 and October 31, 2014. For the Tax-Managed U.S. Marketwide Value Portfolio, the amounts are commissions paid by its corresponding Master Fund.
[TO BE UPDATED IN THE 485(B) FILING:]
Fiscal Year
Ended 2016 |
Fiscal Year
Ended 2015 |
Fiscal Year
Ended 2014 |
||||||||||
Tax-Managed U.S. Marketwide Value Portfolio |
$ | [ | ] | $ | 211,348 | $ | 93,633 | |||||
Tax-Managed U.S. Equity Portfolio |
$ | [ | ] | $ | 44,292 | $ | 30,961 | |||||
Tax-Managed U.S. Targeted Value Portfolio |
$ | [ | ] | $ | 409,030 | $ | 252,122 | |||||
Tax-Managed U.S. Small Cap Portfolio |
$ | [ | ] | $ | 241,927 | $ | 217,720 | |||||
T.A. U.S. Core Equity 2 Portfolio |
$ | [ | ] | $ | 393,379 | $ | 364,184 | |||||
Tax-Managed DFA International Value Portfolio |
$ | [ | ] | $ | 726,643 | $ | 500,207 | |||||
T.A. World ex U.S. Core Equity Portfolio |
$ | [ | ] | $ | 228,784 | $ | 302,605 |
The substantial increases or decreases in the amount of brokerage commissions paid by certain Portfolios from year to year indicated in the foregoing table resulted primarily from asset changes that required increases or decreases in the amount of securities that were bought and sold by the Portfolio.
Please note that while the following discussion relates to the policies of the Portfolios with respect to brokerage commissions, it should be understood that, with respect to the Feeder Portfolio, the discussion applies to the Master Fund in which the Feeder Portfolio invests substantially all of its assets.
Portfolio transactions will be placed with a view to receiving the best price and execution. The Portfolios will seek to acquire and dispose of securities in a manner which would cause as little fluctuation in the market prices of securities being purchased or sold as possible in light of the size of the transactions being effected, and brokers will be selected with this goal in view. The Advisor monitors the performance of brokers that effect transactions for the Portfolios to determine the effect that their trading has on the market prices of the securities in which they invest. The Advisor also checks the rate of commission, if any, being paid by the Portfolios to their brokers to ascertain that the rates are competitive with those charged by other brokers for similar services. Dimensional Fund Advisors Ltd. and DFA Australia Limited also may perform these services for the Portfolios that they sub-advise.
Subject to the duty to seek to obtain best price and execution, transactions may be placed with brokers that have assisted in the sale of Portfolio shares. The Advisor, however, pursuant to policies and procedures approved by the Board of Directors of the Fund and the Board of Trustees of the Trust, is prohibited from selecting brokers and dealers to effect the portfolio securities transactions for a Portfolio or a Master Fund based (in whole or in part) on a brokers or dealers promotion or sale of shares issued by a Portfolio or any other registered investment companies.
Companies eligible for purchase by each Portfolio or Master Fund may be thinly traded securities. The Advisor believes that it needs maximum flexibility to effect trades on a best execution basis. As deemed appropriate, the Advisor places buy and sell orders for the Portfolios and Master Fund with various brokerage firms that may act as principal or agent. The Advisor may also make use of direct market access and algorithmic, program or electronic trading methods. The Advisor may extensively use electronic trading systems as such systems can provide the ability to customize the orders placed and can assist in the Advisors execution strategies.
Transactions also may be placed with brokers who provide the Advisor or the sub-advisors with investment research, such as: reports concerning individual issuers; general economic or industry reports or research data compilations; compilations of securities prices, earnings, dividends, and similar data; computerized databases; quotation services; trade analytics; ancillary brokerage services; and services of economic or other consultants. The investment management agreements permit the Advisor knowingly to pay commissions on these transactions that are greater than another broker, dealer or exchange member might charge if the Advisor, in good faith, determines that the commissions paid are reasonable in relation to the research or brokerage services provided by the broker or dealer when viewed in terms of either a particular transaction or the Advisors overall responsibilities to the accounts under its management. Research services furnished by brokers through whom securities transactions are effected may be used by the Advisor in servicing all of its accounts and not all such services may be used by the Advisor with respect to the Portfolios.
[TO BE UPDATED IN THE 485(B) FILING: For the fiscal year ended October 31, 2016, the Portfolios or, in the case of the Tax-Managed U.S. Marketwide Value Portfolio, its corresponding Master Fund, did not pay commissions for securities transactions to brokers for providing market price monitoring services, market studies, brokerage services or research services to the Portfolios or Master Fund.]
The Tax-Managed U.S. Marketwide Value Portfolio does not incur any brokerage costs in connection with its purchases or redemptions of shares of its Master Fund.
The Portfolios or Master Fund may purchase securities of their regular brokers or dealers (as defined in Rule 10b-1 of the 1940 Act). The table below lists the regular brokers or dealers of each Portfolio, or in the case of the Feeder Portfolio, its corresponding Master Fund, whose securities (or securities of the brokers or dealers parent company) were acquired by the Portfolio or Master Fund during the fiscal year ended October 31, 2016, as well as the value of such securities held by the Portfolio or Master Fund as of October 31, 2016.
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[TO BE UPDATED IN THE 485(B) FILING:]
Master Fund/Portfolio |
Broker or Dealer |
Value of Securities | ||||
Tax-Managed U.S. Marketwide Value Series |
[Jefferies] | $ | 705,513 | |||
Tax-Managed U.S. Marketwide Value Series |
[Goldman Sachs] | $ | [ | ] | ||
Tax-Managed U.S. Marketwide Value Series |
[Investment Technology Group] | $ | [ | ] | ||
Tax-Managed U.S. Equity Portfolio |
[Jefferies] | $ | [ | ] | ||
Tax-Managed U.S. Equity Portfolio |
[KCG Holdings, Inc.] | $ | [ | ] | ||
Tax-Managed U.S. Equity Portfolio |
[Investment Technology Group] | $ | [ | ] | ||
Tax-Managed U.S. Targeted Value Portfolio |
[Jefferies] | $ | [ | ] | ||
Tax-Managed U.S. Targeted Value Portfolio |
[KCG Holdings, Inc.] | $ | [ | ] | ||
Tax-Managed U.S. Small Cap Portfolio |
[KCG Holdings, Inc.] | $ | [ | ] | ||
T.A. U.S. Core Equity 2 Portfolio |
[Jefferies] | $ | [ | ] | ||
T.A. U.S. Core Equity 2 Portfolio |
[KCG Holdings, Inc.] | $ | [ | ] | ||
T.A. U.S. Core Equity 2 Portfolio |
[Investment Technology Group] | $ | [ | ] | ||
T.A. U.S. Core Equity 2 Portfolio |
[Goldman Sachs] | $ | [ | ] | ||
Tax-Managed DFA International Value Portfolio |
[Instinet] | $ | [ | ] | ||
Tax-Managed DFA International Value Portfolio |
[Societe Generale] | $ | [ | ] | ||
T.A. World ex U.S. Core Equity Portfolio |
[Instinet] | $ | [ | ] | ||
T.A. World ex U.S. Core Equity Portfolio |
[Societe Generale] | $ | [ | ] | ||
T.A. World ex U.S. Core Equity Portfolio |
[HSBC Securities] | $ | [ | ] |
Each of the Portfolios has adopted certain limitations which may not be changed with respect to any Portfolio without the approval of a majority of the outstanding voting securities of the Portfolio. A majority is defined as the lesser of: (1) at least 67% of the voting securities of the Portfolio (to be affected by the proposed change) present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Portfolio are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of such Portfolio.
The Portfolios will not:
(1) | borrow money, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the Securities and Exchange Commission (the SEC); |
(2) | make loans, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC; provided that in no event shall a Portfolio be permitted to make a loan to a natural person; |
(3) | purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent a Portfolio from: (i) purchasing or selling securities or instruments secured by real estate or interests therein, securities or instruments representing interests in real estate or securities or instruments of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein; and (ii) purchasing or selling real estate mortgage loans; |
(4) | purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments, and provided that this limitation does not prevent a Portfolio from (i) purchasing or selling securities of companies that purchase or sell commodities or that invest in commodities; (ii) engaging in any transaction involving currencies, options, forwards, futures contracts, options on futures contracts, swaps, hybrid instruments or other derivatives; or (iii) investing in securities, or transacting in other instruments, that are linked to or secured by physical or other commodities; |
(5) | purchase the securities of any one issuer, if immediately after such investment, a Portfolio would not qualify as a diversified company as that term is defined by the 1940 Act, as amended, and as modified or interpreted by regulatory authority having jurisdiction, from time to time; |
(6) | engage in the business of underwriting securities issued by others; or |
(7) | issue senior securities (as such term is defined in Section 18(f) of the 1940 Act), except to the extent permitted by the 1940 Act. |
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The Portfolios, except the T.A. U.S. Core Equity 2 Portfolio and T.A. World ex U.S. Core Equity Portfolio, will not:
(8) | acquire any securities of companies within one industry if, as a result of such acquisition, more than 25% of the value of the Portfolios total assets would be invested in securities of companies within such industry. |
The T.A. U.S. Core Equity 2 Portfolio and T.A. World ex U.S. Core Equity Portfolio will not:
(9) | concentrate (invest more than 25% of its net assets) in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. Government or any of its agencies or securities of other investment companies). |
The investment limitations described in (5) and (8) above do not prohibit the Feeder Portfolio from investing all or substantially all of its assets in the shares of another registered, open-end investment company, such as its corresponding Master Fund. The investment limitations of the Master Fund are the same as those of the Feeder Portfolio.
With respect to the investment limitation described in (1) above, each Portfolio will maintain asset coverage of at least 300% (as described in the 1940 Act), inclusive of any amounts borrowed, with respect to any borrowings made by such Portfolio.
Although the investment limitation described in (2) above prohibits loans, the Portfolios are authorized to lend portfolio securities. Inasmuch as the Feeder Portfolio will only hold shares of its Master Fund, the Feeder Portfolio does not intend to lend those shares.
Each Portfolio is required to operate in accordance with the SEC staffs current position on illiquid assets, which limits investments in illiquid assets to 15% of a Portfolios net assets. Further, pursuant to Rule 144A under the Securities Act of 1933, as amended, the Portfolios may purchase certain unregistered (i.e. restricted) securities upon a determination that a liquid institutional market exists for the securities. If it is determined that a liquid market does exist, the securities will not be subject to the 15% limitation on holdings of illiquid assets. While maintaining oversight, the Board of Directors has delegated the day-to-day function of making liquidity determinations to the Advisor. For Rule 144A securities to be considered liquid, there must be at least two dealers making a market in such securities. After purchase, the Board of Directors and the Advisor will continue to monitor the liquidity of Rule 144A securities.
For purposes of the investment limitation described in (9) above, management does not consider securities that are issued by the U.S. Government or its agencies or instrumentalities to be investments in an industry. However, management currently considers securities issued by a foreign government (but not the U.S. Government or its agencies or instrumentalities) to be an industry subject to the 25% limitation. Thus, not more than 25% of the total assets of the T.A. U.S. Core Equity 2 Portfolio or T.A. World ex U.S. Core Equity Portfolio will be invested in securities issued by any one foreign government or supranational organization. A Portfolio might invest in certain securities issued by companies in a particular industry whose obligations are guaranteed by a foreign government. Management could consider such a company to be within the particular industry and, therefore, the Portfolio will invest in the securities of such a company only if the Portfolio can do so under the Portfolios policy of not being concentrated in any single industry.
Notwithstanding any of the above investment limitations, the T.A. World ex U.S. Core Equity Portfolio may establish subsidiaries or other similar vehicles for the purpose of conducting its investment operations if such subsidiaries or vehicles are required by local laws or regulations governing foreign investors, or whose use is otherwise considered by the Portfolio to be advisable. The T.A. World ex U.S. Core Equity Portfolio would look through any such vehicle or subsidiary to determine compliance with its investment restrictions.
The investment limitations described above do not prohibit the Portfolios from purchasing or selling futures contracts and options on futures contracts, to the extent otherwise permitted under the Portfolios investment strategies. Further, unless otherwise indicated, all limitations applicable to the Portfolios and Master Funds investments apply only at the time that a transaction is undertaken.
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Each Portfolio and Master Fund may enter into futures contracts and options on futures contracts to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio or Master Fund.
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. Each Portfolio or Master Fund will be required to make a margin deposit in cash or government securities with a futures commission merchant (FCM) to initiate and maintain positions in futures contracts. Minimal initial margin requirements are established by the futures exchanges, and FCMs may establish margin requirements, which are higher than the exchange requirements. After a futures contract position is opened, the value of the contract is marked to market daily. If the futures contract price changes to the extent that the margin on deposit does not satisfy margin requirements, payment of additional variation margin to be held by the FCM will be required. Conversely, a reduction in the required margin would result in excess margin that can be refunded to the custodial accounts of the Portfolio or Master Fund. Variation margin payments may be made to and from the futures broker for as long as the contract remains open. Each Portfolio and Master Fund expects to earn income on its margin deposits. Each Master Fund and Portfolio intends to limit its futures-related investment activity so that other than with respect to bona fide hedging activity (as defined in Commodity Futures Trading Commission (CFTC) General Regulations Section 1.3 (z)): (i) the aggregate initial margin and premiums paid to establish commodity futures and commodity option contract positions (determined at the time the most recent position was established) does not exceed 5% of the liquidation value of the portfolio of the Master Fund or Portfolio, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into (provided that, in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in calculating such 5% limitation) or (ii) the aggregate net notional value (i.e., the size of a commodity futures or commodity option contract in contract units (taking into account any multiplier specified in the contract), multiplied by the current market price (for a futures contract) or strike price (for an option contract) of each such unit) of all non-hedge commodity futures and commodity option contracts that the Master Fund or Portfolio has entered into (determined at the time the most recent position was established) does not exceed the liquidation value of the portfolio of the Master Fund or Portfolio, after taking into account unrealized profits and unrealized losses on any such contracts that the Master Fund or Portfolio has entered into.
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 might not be possible to close a futures position and, in the event of adverse price movements, the Portfolio or Master Fund would continue to be required to make variation margin deposits. In such circumstances, if the Portfolio or Master Fund has insufficient cash, it might have to sell portfolio securities to meet daily margin requirements at a time when it might be disadvantageous to do so. Management intends to minimize the possibility that it will be unable to close out a futures contract by only entering into futures which are traded on national futures exchanges and for which there appears to be a liquid secondary market. Pursuant to published positions of the SEC and interpretations of the staff of the SEC, a Portfolio or Master Fund (or its custodian) is required to maintain segregated accounts or to segregate assets through notations on the books of the custodians, consisting of liquid assets (or, as permitted under applicable interpretations, enter into offsetting positions) in connection with their futures contract transactions in order to cover its obligations with respect to such contracts. These requirements are designed to limit the amount of leverage the Portfolios or Master Fund may use by entering into futures transactions.
The Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio may each acquire and sell forward foreign currency exchange contracts in order to protect against uncertainty in the level of future foreign currency exchange rates. A Portfolio will conduct its 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 involves an obligation to exchange two currencies at a future date, which may be any fixed number of days (usually less than one year) from the date of the
5
contract agreed upon by the parties, at a fixed rate set at the time of the contract. These contracts are traded in the interbank market conducted directly between 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.
The Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio may each enter into a forward contract in connection with the purchase or sale of foreign equity securities, typically to lock in the value of the transaction with respect to a different currency. In addition, a Portfolio may, from time to time, enter into a forward contract to transfer balances from one currency to another currency.
The non-Feeder Portfolios and the Master Fund engage in cash management practices in order to earn income on uncommitted cash balances. Generally, cash is uncommitted pending investment in other obligations, payment of redemptions or in other circumstances where the Advisor believes liquidity is necessary or desirable. For example, in the case of the Master Fund, cash investments may be made for temporary defensive purposes during periods in which market, economic or political conditions warrant. In addition, each of non-Feeder Portfolios and the Master Fund may enter into arrangements with its custodian whereby it may earn a credit on its cash balances maintained in its non-interest bearing U.S. Dollar custody cash account to be applied against fund service fees payable to the custodian or the custodians subsidiaries for fund services provided.
The non-Feeder Portfolios and the Master Fund may invest cash in the following permissible investments:
Portfolios and Master Fund |
Permissible Cash Investment * |
Percentage
Guidelines** |
||||
Tax Managed U.S. Small Cap Portfolio and Tax-Managed U.S. Equity Portfolio |
Short-term repurchase agreements; short-term fixed income obligations; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** |
20 | % | |||
Tax-Managed U.S. Marketwide Value Series and Tax-Managed U.S. Targeted Value Portfolio |
Short-term repurchase agreements; high quality, highly liquid fixed income securities such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** |
20 | % | |||
Tax-Managed DFA International Value Portfolio |
Short-term repurchase agreements; fixed income obligations such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** |
20 | % | |||
T.A. U.S. Core Equity 2 Portfolio |
Short-term repurchase agreements; high quality, highly liquid fixed income securities, such as money market instruments; index futures contracts and options thereon; affiliated and unaffiliated registered and unregistered money market funds*** |
20 | % | |||
T.A. World ex U.S. Core Equity Portfolio |
Short-term repurchase agreements; money market instruments; debt securities; freely convertible currencies; shares of affiliated and unaffiliated registered and unregistered money market mutual funds***; index futures contracts and options thereon |
20 | % |
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* | With respect to fixed income instruments, except in connection with corporate actions, the Portfolios and Master Fund will invest in fixed income instruments that at the time of purchase have an investment grade rating by a rating agency or are deemed to be investment grade by the Advisor. |
** | The percentage guidelines set forth above are not absolute limitations but the Portfolios and Master Fund do not expect to exceed these guidelines under normal circumstances. |
*** | Investments in money market mutual funds may involve duplication of certain fees and expenses. |
INTERFUND BORROWING AND LENDING
The DFA Fund Complex (defined below) has received exemptive relief from the SEC which permits the registered investment companies to participate in an interfund lending program among portfolios and series managed by the Advisor (the Portfolios/Series) (portfolios that operate as feeder portfolios do not participate in the program). The interfund lending program allows the participating Portfolios/Series to borrow money from and loan money to each other for temporary or emergency purposes. The program is subject to a number of conditions designed to ensure fair and equitable treatment of the participating Portfolios/Series, including the following: (1) no Portfolio/Series may borrow money through the program unless it receives a more favorable interest rate than a rate approximating the lowest interest rate at which bank loans would be available to any of the participating Portfolios/Series under a loan agreement; and (2) no Portfolio/Series may lend money through the program unless it receives a more favorable return than that available from an investment in overnight repurchase agreements or the yield of any money market fund in which the Portfolio/Series could invest. In addition, a Portfolio/Series may participate in the program only if and to the extent that such participation is consistent with its investment objectives, policies and limitations. Interfund loans and borrowings have a maximum duration of seven days and loans may be called on one business days notice.
A participating Portfolio/Series may not lend to another Portfolio/Series under the interfund lending program if the interfund loan would cause its aggregate outstanding interfund loans to exceed 15% of its current net assets at the time of the loan. Interfund loans by a Portfolio/Series to any one Portfolio/Series may not exceed 5% of net assets of the lending Portfolio/Series.
The restrictions discussed above and the other conditions of the SEC exemptive order permitting interfund lending are designed to minimize the risks associated with interfund lending for both the lending Portfolio/Series and the borrowing Portfolio/Series. However, no borrowing or lending activity is without risk. If a Portfolio/Series borrows money from another Portfolio/Series, there is a risk that the interfund loan could be called on one business days notice or not renewed, in which case the Portfolio/Series may have to borrow from a bank at higher rates if an interfund loan were not available from another Portfolio/Series. A delay in repayment to a lending Portfolio/Series could result in a lost opportunity or additional lending costs, and interfund loans are subject to the risk that the borrowing Portfolio/Series could be unable to repay the loan when due.
WHEN-ISSUED SECURITIES, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS
Each non-Feeder Portfolio and the Master Fund may purchase eligible securities or sell securities it is entitled to receive on a when-issued basis. When purchasing securities on a when-issued basis, the price or yield is agreed to at the time of purchase, but the payment and settlement dates are not fixed until the securities are issued. It is possible that the securities will never be issued and the commitment cancelled. In addition, each non-Feeder Portfolio and the Master Fund may purchase or sell eligible securities for delayed delivery or on a forward commitment basis where the non-Feeder Portfolio or Master Fund contracts to purchase or sell such securities at a fixed price at a future date beyond the normal settlement time. Each non-Feeder Portfolio and the Master Fund may renegotiate a commitment or sell a security it has committed to purchase prior to the settlement date, if deemed advisable.
While the payment obligation and, if applicable, interest rate are set at the time a non-Feeder Portfolio or the Master Fund enters into a when-issued, delayed delivery, or forward commitment transaction, no interest or dividends accrue to the purchaser prior to the settlement date. In addition, the value of a security purchased or sold is subject to market fluctuations and may be worth more or less on the settlement date than the price a non-Feeder Portfolio or the Master Fund committed to pay or receive for the security. A non-Feeder Portfolio or the Master Fund will lose money if the value of a purchased security falls below the purchase price and a non-Feeder Portfolio or the Master Fund will not benefit from the gain if a security sold appreciates above the sales price during the commitment period.
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When entering into a commitment to purchase a security on a when-issued, delayed delivery, or forward commitment basis, a non-Feeder Portfolio or the Master Fund will segregate cash and/or liquid assets and will maintain such cash and/or liquid assets in an amount equal in value to such commitments.
The Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio may invest up to 5% of its assets in convertible debentures issued by non-U.S. companies located in the countries where such Portfolio is permitted to invest. Convertible debentures include corporate bonds and notes that may be converted into or exchanged for common stock. These securities are generally convertible either at a stated price or a stated rate (that is, for a specific number of shares of common stock or other security). As with other fixed income securities, the price of a convertible debenture to some extent varies inversely with interest rates. While providing a fixed income stream (generally higher in yield than the income derived from a common stock but lower than that afforded by a nonconvertible debenture), a convertible debenture also affords the investor an opportunity, through its conversion feature, to participate in the capital appreciation of the common stock into which it is convertible. As the market price of the underlying common stock declines, convertible debentures tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible debenture tends to rise as a reflection of the value of the underlying common stock. To obtain such a higher yield, a Portfolio may be required to pay for a convertible debenture an amount in excess of the value of the underlying common stock. Common stock acquired by a Portfolio upon conversion of a convertible debenture will generally be held for as long as the Advisor anticipates such stock will provide the Portfolio with opportunities, which are consistent with the Portfolios investment objective and policies.
The non-Feeder Funds and Master Fund may also 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 classified as an open-end investment company or unit investment trust that is traded similar to a publicly traded company. ETFs in which the Portfolios invest are passively managed and attempt to track or replicate a desired index, such as a sector, market or global segment. The risks and costs of investing in ETFs are comparable to investing in 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 underlying index. The risk of not correlating to the index is an additional risk to the investors of ETFs. When a non-Feeder Fund or Master Fund invests in an ETF, shareholders of the Portfolio bear their proportionate share of the underlying ETFs fees and expenses.
Directors
Organization of the Board
The Board of Directors of the Fund (the Board) is responsible for establishing the Funds policies and for overseeing the management of the Fund. The Board of Directors elects the officers of the Fund, who, along with third party service providers, are responsible for administering the day-to-day operations of the Fund. The Board of Directors of the Fund is comprised of two interested Directors and six disinterested Directors. David G. Booth, an interested Director, is Chairman of the Board. The disinterested Directors of the Board designated Myron S. Scholes as the lead disinterested Director. As the lead disinterested Director, Mr. Scholes, among other duties: acts as a principal contact for management for communications to the disinterested Directors in between regular Board meetings; assists in the coordination and preparation of quarterly Board meeting agendas; raises and discusses issues with counsel to the disinterested Directors; raises issues and discusses ideas with management on behalf of the disinterested Directors in between regular meetings of the Board; and chairs executive sessions and separate meetings of the disinterested Directors (other than Committee meetings, which are chaired by the respective Committee Chairperson). The existing Board structure for the Fund also
8
provides the disinterested Directors with adequate influence over the governance of the Board and the Fund, while also providing the Board with the invaluable insight of the two interested Directors, who, as both officers of the Fund and the Advisor, participate in the day-to-day management of the Funds affairs, including risk management.
The agenda for each quarterly meeting of the Board is provided at least two weeks prior to the meeting to the disinterested Directors in order to provide the Directors with the opportunity to contact Fund management and/or the disinterested Directors independent counsel regarding agenda items. In addition, the disinterested Directors regularly communicate with Mr. Booth regarding items of interest to them in between regularly scheduled meetings of the Board. The Board of the Fund meets in person at least four times each year and by telephone at other times. At each in-person meeting, the disinterested Directors meet in executive session with their independent counsel to discuss matters outside the presence of management.
The Board has three standing committees. The Audit Committee and Nominating Committee are composed entirely of disinterested Directors. As described below, through these Committees, the disinterested Directors have direct oversight of the Funds accounting and financial reporting policies and the selection and nomination of candidates to the Funds Board. The Investment Strategy Committee (the Strategy Committee) consists of both interested and disinterested Directors. The Strategy Committee assists the Board in carrying out its fiduciary duties with respect to the oversight of the Fund and its performance.
The Boards Audit Committee is comprised of George M. Constantinides, Roger G. Ibbotson and Abbie J. Smith. The Audit Committee for the Board oversees the Funds accounting and financial reporting policies and practices, the Funds internal controls, the Funds financial statements and the independent audits thereof and performs other oversight functions as requested by the Board. The Audit Committee for the Board recommends the appointment of the Funds independent registered public accounting firm and also acts as a liaison between the Funds independent registered public accounting firm and the full Board. There were two Audit Committee meetings held for the Fund during the fiscal year ended October 31, 2016.
The Boards Nominating Committee is comprised of George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Myron S. Scholes and Abbie J. Smith. The Nominating Committee for the Board makes recommendations for nominations of disinterested and interested members on the Board to the disinterested Board members and to the full board. The Nominating Committee evaluates a candidates qualification for Board membership and the independence of such candidate from the Advisor and other principal service providers. The Nominating Committee did not meet during the fiscal year ended October 31, 2016.
The Strategy Committee is comprised of John P. Gould, Edward P. Lazear, Myron S. Scholes and Eduardo A. Repetto. At the request of the Board or the Advisor, the Strategy Committee (i) reviews the design of possible new series of the Fund, (ii) reviews performance of existing Portfolios of the Fund, and discusses and recommends possible enhancements to the Portfolios investment strategies, (iii) reviews proposals by the Advisor to modify or enhance the investment strategies or policies of each Portfolio, and (iv) considers issues relating to investment services for each Portfolio of the Fund. There were three Strategy Committee meetings held for the Fund during the fiscal year ended October 31, 2016.
The Board of the Fund, including all of the disinterested Directors, oversees and approves the contracts of the third party service providers that provide advisory, administrative, custodial and other services to the Fund.
Board Oversight of Risk Management
The Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular board meetings, through regular reports that have been developed by Fund management and the Advisor. These reports address certain investment, valuation and compliance matters. The Board also may receive special written reports or presentations on a variety of risk issues, either upon the Boards request or upon the initiative of the Advisor. In addition, the Audit Committee of the Board meets regularly with management of the Advisor to review reports on the Advisors examinations of functions and processes that affect the Fund.
9
With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Funds portfolios. The Board discusses these reports and the portfolios performance and investment risks with management of the Advisor at the Boards regular meetings. The Investment Committee of the Advisor meets regularly to discuss a variety of issues, including the impact that the investment in particular securities or instruments, such as derivatives, may have on the portfolios. To the extent that the Investment Committee of the Advisor decides to materially change an investment strategy or policy of a portfolio and such change could have a significant impact on the portfolios risk profile, the Advisor will present such change to the Board for their approval.
With respect to valuation, the Advisor and the Funds administrative and accounting agent provide regular written reports to the Board that enables the Board to review fair valued securities in a particular portfolio. Such reports also include information concerning illiquid and any worthless securities held by each portfolio. In addition, the Funds Audit Committee reviews valuation procedures and pricing results with the Funds independent registered public accounting firm in connection with such Committees review of the results of the audit of each portfolios year-end financial statements.
With respect to compliance risks, the Board receives regular compliance reports prepared by the Advisors compliance group and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. As required under SEC rules, the disinterested Directors meet in executive session with the CCO, and the Funds CCO prepares and presents an annual written compliance report to the Board. The Funds Board adopts compliance policies and procedures for the Fund and receives information about the compliance procedures in place for the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
The Advisor periodically provides information to the Board relevant to enterprise risk management describing the way in which certain risks are managed at the complex-wide level by the Advisor. Such presentations include areas such as counter-party risk, material fund vendor or service provider risk, investment risk, reputational risk, personnel risk and business continuity risk.
Director Qualifications
When a vacancy occurs on the Board, the Nominating Committee of the Board evaluates a candidates qualification for Board membership and the independence of such candidate from the Advisor and other principal service providers. The Nominating Committee will consider nominees recommended by Qualifying Fund Shareholders if a vacancy occurs among Board members. A Qualifying Fund Shareholder is a shareholder, or group of shareholders, that: (i) owns of record, or beneficially through a financial intermediary, 5% or more of the Funds outstanding shares, and (ii) has owned such shares for 12 months or more prior to submitting the recommendation to the Committee. Such recommendations shall be directed to the Secretary of the Fund at 6300 Bee Cave Road, Building One, Austin, Texas 78746. The Qualifying Fund Shareholders letter should include: (i) the name and address of the Qualifying Fund Shareholder making the recommendation; (ii) the number of shares of each Portfolio of the Fund that are owned of record and beneficially by such Qualifying Fund Shareholder, and the length of time that such shares have been so owned by the Qualifying Fund Shareholder; (iii) a description of all arrangements and understandings between such Qualifying Fund Shareholder and any other person or persons (naming such person or persons) pursuant to which the recommendation is being made; (iv) the name and address of the nominee; and (v) the nominees resume or curriculum vitae. The Qualifying Fund Shareholders letter must be accompanied by a written consent of the individual to stand for election if nominated for the Board and to serve if elected by shareholders. The Committee also may seek such additional information about the nominee as the Committee considers appropriate, including information relating to such nominee that is required to be disclosed in solicitations or proxies for the election of Board members.
The Nominating Committee of the Board believes that it is in the best interests of the Fund and its shareholders to obtain highly-qualified individuals to serve as members of the Board. The Funds Board believes that each Director currently serving on the Board has the experience, qualifications, attributes and skills to allow the Board to effectively oversee the management of the Fund and protect the interests of shareholders. The Board noted that each Director had professional experience in areas of importance for investment companies. The Board considered that each disinterested Director held an academic position in the areas of finance, economics or accounting. The Board also noted that John P. Gould, Myron S. Scholes and Abbie J. Smith each had experience serving as a director on the boards of operating companies and/or other investment companies. In addition, the Board considered that David G. Booth and Eduardo A. Repetto
10
contributed valuable experience due to their positions with the Advisor. Certain biographical information for each disinterested Director and each interested Director of the Fund is set forth in the tables below, including a description of each Directors experience as a Director of the Fund and as a director or trustee of other funds, as well as other recent professional experience.
Disinterested Directors
Name, Address and Year of Birth |
Position |
Term of Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
Portfolios within the DFA Fund Complex 2 Overseen |
Other Directorships of Public Companies Held During Past 5 Years |
|||||
George M. Constantinides University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1947 |
Director | Since 1983 | Leo Melamed Professor of Finance, University of Chicago Booth School of Business. | 123 portfolios in 4 investment companies | None | |||||
John P. Gould University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1939 |
Director | Since 1986 | Steven G. Rothmeier Professor and Distinguished Service Professor of Economics, University of Chicago Booth School of Business (since 1965). Member and Chair, Competitive Markets Advisory Council, Chicago Mercantile Exchange (futures trading exchange) (since 2004). Formerly, Member of the Board of Milwaukee Insurance Company (1997-2010). | 123 portfolios in 4 investment companies | Trustee, Harbor Funds (registered investment company) (29 portfolios) (1994-2015). | |||||
Roger G. Ibbotson Yale School of Management P.O. Box 208200 New Haven, CT 06520-8200
1943 |
Director | Since 1981 | Professor in Practice Emeritus of Finance, Yale School of Management (since 1984). Consultant to Morningstar, Inc. (since 2006). Chairman, CIO and Partner, Zebra Capital Management, LLC (hedge fund and asset manager) (since 2001). Formerly, Director, BIRR Portfolio Analysis, Inc. (software products) (1990-2010). | 123 portfolios in 4 investment companies | None | |||||
Edward P. Lazear Stanford University Graduate School of Business 518 Memorial Way Stanford, CA 94305-5015
1948 |
Director | Since 2010 | Distinguished Visiting Fellow, Becker Friedman Institute for Research in Economics, University of Chicago (since 2015). Morris Arnold Cox Senior Fellow, Hoover Institution (since 2002). Jack Steele Parker Professor of Human Resources Management and Economics, Graduate School of Business, Stanford University (since 1995). Cornerstone Research (expert testimony and economic and financial analysis) (since 2009). Formerly, Chairman of President George W. Bushs Council of Economic Advisers (2006- 2009). Formerly, Council of Economic Advisors, State of California (2005-2006). Formerly, Commissioner, White House Panel on Tax Reform (2005). | 123 portfolios in 4 investment companies | None |
11
Name, Address and Year of Birth |
Position |
Term of Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
Portfolios within the DFA Fund Complex 2 Overseen |
Other Directorships of Public Companies Held During Past 5 Years |
|||||
Myron S. Scholes c/o Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746
1941 |
Director | Since 1981 | Chief Investment Strategist, Janus Capital Group Inc. (since 2014). Frank E. Buck Professor of Finance, Emeritus, Graduate School of Business, Stanford University (since 1981). Formerly, Chairman, Platinum Grove Asset Management L.P. (hedge fund) (formerly, Oak Hill Platinum Partners) (1999-2009). | 123 portfolios in 4 investment companies | Formerly, Adviser, Kuapay, Inc. (2013-2014). Formerly, Director, American Century Fund Complex (registered investment companies) (43 Portfolios) (1980-2014). | |||||
Abbie J. Smith University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1953 |
Director | Since 2000 | Boris and Irene Stern Distinguished Service Professor of Accounting, University of Chicago Booth School of Business (since 1980); Co-Director Investment Research, Fundamental Investment Advisors (hedge fund) (2008-2011). | 123 portfolios in 4 investment companies | Lead Director, (beginning May 2014) and Director (since 2000), HNI Corporation (formerly known as HON Industries Inc.) (office furniture); Director, Ryder System Inc. (transportation, logistics and supply-chain management) (since 2003); and Trustee, UBS Funds (4 investment companies within the fund complex) (30 portfolios) (since 2009). |
12
Interested Directors
The following interested Directors are described as such because they are deemed to be interested persons, as that term is defined under the 1940 Act, due to their positions with the Advisor.
Name, Address and Year of Birth |
Position |
Term of
|
Principal Occupation During Past 5 Years |
Portfolios within the
DFA
Fund
|
Other Directorships
of Public Companies
Past 5 Years |
|||||
David G. Booth 6300 Bee Cave Road, Building One Austin, TX 78746
1946 |
Chairman, Director, President and Co-Chief Executive Officer | Since 1981 | Chairman, Director/Trustee, President, Co-Chief Executive Officer and formerly, Chief Executive Officer (until 1/1/2010) of the following companies: Dimensional Holdings Inc., Dimensional Fund Advisors LP, DFA Securities LLC, Dimensional Emerging Markets Value Fund (DEM), DFAIDG, Dimensional Investment Group Inc. (DIG) and The DFA Investment Trust Company (DFAITC) (collectively, the DFA Entities). Director of Dimensional Fund Advisors Ltd. and formerly, Chief Investment Officer. Director of DFA Australia Limited and formerly, President and Chief Investment Officer. Director of Dimensional Advisors Ltd., Dimensional Funds plc and Dimensional Funds II plc. Formerly, President, Dimensional SmartNest (US) LLC (2009-2014). Limited Partner, VSC Investors, LLC (since 2007). Formerly, Limited Partner, Oak Hill Partners (2001-2010). Trustee, University of Chicago. Trustee, University of Kansas Endowment Association. Formerly, Director, SA Funds (registered investment company). Chairman, Director and Co-Chief Executive Officer of Dimensional Fund Advisors Canada ULC. Director and President (since 2012) of Dimensional Japan Ltd. Chairman, Director, President and Co-Chief Executive Officer of Dimensional Cayman Commodity Fund I Ltd. (since 2010). | 123 portfolios in 4 investment companies | None | |||||
Eduardo A. Repetto 6300 Bee Cave Road, Building One Austin, TX 78746
1967 |
Director, Co-Chief Executive Officer and Co-Chief Investment Officer | Since 2009 | Co-Chief Executive Officer (beginning January 2010), Co-Chief Investment Officer (since June 2014), Director and formerly, Chief Investment Officer (until June 2014) of the DFA Entities. Director, Co-Chief Executive Officer and Chief Investment Officer (since 2010) of Dimensional Cayman Commodity Fund I Ltd. Director, Co-Chief Executive Officer, President and Co-Chief Investment Officer of Dimensional Fund Advisors Canada ULC and formerly, Chief Investment Officer (until April 2014). Co-Chief Investment Officer, Vice President, and Director of DFA Australia Limited and formerly, Chief Investment Officer (until April 2014). Director of Dimensional Fund Advisors Ltd., Dimensional Funds plc, Dimensional Funds II plc and Dimensional Advisors Ltd. Formerly, Vice President of the DFA Entities and Dimensional Fund Advisors Canada ULC. Director and Chief Investment Officer (since December 2012) of Dimensional Japan Ltd. | 123 portfolios in 4 investment companies | None |
1 | Each Director holds office for an indefinite term until his or her successor is elected and qualified. |
2 | Each Director is a director or trustee of each of the four registered investment companies within the DFA Fund Complex, which include: the Fund; DIG; the Trust; and DEM. Each disinterested Director also serves on the Independent Review Committee of the Dimensional Funds, mutual funds registered in the provinces of Canada and managed by the Advisors affiliate, Dimensional Fund Advisors Canada ULC. |
13
Information relating to each Directors ownership (including the ownership of his or her immediate family) in each Portfolio of the Fund in this SAI and in all registered investment companies in the DFA Fund Complex as of December 31, 2016 is set forth in the chart below.
[TO BE UPDATED IN THE 485(B) FILING:]
Name |
Dollar Range of Fund Shares Owned |
Aggregate Dollar Range of Shares Owned
|
||
Disinterested Directors: |
||||
George M. Constantinides |
[None] | [None Directly; Over $100,000 in Simulated Funds**] | ||
John P. Gould |
[None] | [$10,001-$50,000; Over $100,000 in Simulated Funds**] | ||
Roger G. Ibbotson |
[None] | [Over $100,000; Over $100,000 in Simulated Funds**] | ||
Edward P. Lazear |
[None] | [None Directly; Over $100,000 in Simulated Funds**] | ||
Myron S. Scholes |
[None] | [Over $100,000; Over $100,000 in Simulated Funds**] | ||
Abbie J. Smith |
[None] | [None Directly; Over $100,000 in Simulated Funds**] | ||
Interested Directors: |
||||
David G. Booth |
[None] | [Over $100,000] | ||
Eduardo A. Repetto |
[T.A. U.S. Core Equity 2 Portfolio Over $100,000] [T.A. World ex U.S. Core Equity Portfolio Over $100,000] |
[Over $100,000] |
** | As discussed below, the compensation to certain of the disinterested Directors may be in amounts that correspond to a hypothetical investment in a cross-section of the DFA Funds. Thus, the disinterested Directors who are so compensated experience the same investment returns that are experienced by shareholders of the DFA Funds although the disinterested Directors do not directly own shares of the DFA Funds. |
Set forth below is a table listing, for each Director entitled to receive compensation, the compensation received from the Fund during the fiscal year ended October 31, 2016 and the total compensation received from all four registered investment companies for which the Advisor served as investment advisor during that same period. The table also provides the compensation paid by the Fund to the Funds Chief Compliance Officer for the fiscal year ended October 31, 2016.
[TO BE UPDATED IN THE 485(B) FILING:]
Name and Position |
Aggregate
Compensation from the Fund* |
Pension or
Retirement Benefits as Part of Fund Expenses |
Estimated
Annual Benefits upon Retirement |
Total
Compensation from Funds and DFA Fund Complex Paid to Directors |
||||||||
George M. Constantinides
|
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||
John P. Gould
|
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||
Roger G. Ibbotson
|
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||
Edward P. Lazear
|
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||
Myron S. Scholes
|
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||
Abbie J. Smith
|
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||
Christopher S. Crossan
|
$ | [ | ] | N/A | N/A | N/A |
14
| The term DFA Fund Complex refers to the four registered investment companies for which the Advisor performs advisory and administrative services and for which the individuals listed above serve as directors/trustees on the Boards of Directors/Trustees of such companies. |
* | Under a deferred compensation plan (the Plan) adopted effective January 1, 2002, the disinterested Directors of the Fund may defer receipt of all or a portion of the compensation for serving as members of the four Boards of Directors/Trustees of the investment companies in the DFA Fund Complex (the DFA Funds). Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of the DFA Funds (the Reference Funds or Simulated Funds). The amounts ultimately received by the disinterested Directors under the Plan will be directly linked to the investment performance of the Reference Funds. Deferral of fees in accordance with the Plan will have a negligible effect on a funds assets, liabilities, and net income per share, and will not obligate a fund to retain the services of any disinterested Director or to pay any particular level of compensation to the disinterested Director. The total amount of deferred compensation accrued by the disinterested Directors from the DFA Fund Complex who participated in the Plan during the fiscal year ended October 31, 2016 is as follows: $[ ] (Mr. Ibbotson) and $[ ] (Mr. Lazear). A disinterested Directors deferred compensation will be distributed at the earlier of: (a) January in the year after the disinterested Directors resignation from the Boards of Directors/Trustees of the DFA Funds, or death or disability; or (b) five years following the first deferral, in such amounts as the disinterested Director has specified. The obligations of the DFA Funds to make payments under the Plan will be unsecured general obligations of the DFA Funds, payable out of the general assets and property of the DFA Funds. |
Officers
Below is the name, year of birth, information regarding positions with the Fund and the principal occupation for each officer of the Fund. The address of each officer is 6300 Bee Cave Road, Building One, Austin, TX 78746. Each of the officers listed below holds the same office (except as otherwise noted) in the DFA Entities.
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
April A. Aandal 1963 |
Vice President |
Since 2008 |
Vice President of all the DFA Entities. | |||
Robyn G. Alcorta 1974 |
Vice President |
Since 2012 |
Vice President of all the DFA Entities. Formerly, Vice President, Business Development at Capson Physicians Insurance Company (2010-2012). | |||
Magdalia S. Armstrong 1977 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2016). | |||
Darryl D. Avery 1966 |
Vice President |
Since 2005 |
Vice President of all the DFA Entities. | |||
Arthur H. Barlow 1955 |
Vice President |
Since 1993 |
Vice President of all the DFA Entities. Director and Managing Director of Dimensional Fund Advisors Ltd (since September 2013). Director of Dimensional Funds plc and Dimensional Funds II plc (since November 2013). | |||
Lana Bergstein 1974 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Client Service Manager for Dimensional Fund Advisors LP (February 2008 January 2014). | |||
Stanley W. Black 1970 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Senior Research Associate (January 2012 January 2014) and Research Associate (2006 2011) for Dimensional Fund Advisors LP. |
15
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
Aaron T. Borders 1973 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2008 January 2014). | |||
Scott A. Bosworth 1968 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. | |||
Valerie A. Brown 1967 |
Vice President and Assistant Secretary |
Since 2001 |
Vice President and Assistant Secretary of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Cayman Commodity Fund I Ltd., Dimensional Fund Advisors Pte. and Dimensional Hong Kong Limited. Director, Vice President and Assistant Secretary of Dimensional Fund Advisors Canada ULC. | |||
David P. Butler 1964 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. Head of Global Financial Services for Dimensional Fund Advisors LP (since 2008). | |||
Douglas M. Byrkit 1970 |
Vice President |
Since 2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (December 2010 January 2012). | |||
Hunt M. Cairns 1973 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2010 January 2014) for Dimensional Fund Advisors LP. | |||
David K. Campbell 1966 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, DC Relationship Manager for Dimensional Fund Advisors LP (October 2010 January 2016). | |||
Dennis M. Chamberlain 1972 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2015) for Dimensional Fund Advisors LP; Principal for Chamberlain Financial Group (October 2010 December 2011). | |||
Ryan J. Chaplinski 1971 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (June 2011 January 2015) for Dimensional Fund Advisors LP; Sales Executive for Vanguard (2004 June 2011). | |||
James G. Charles 1956 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. | |||
Joseph H. Chi 1966 |
Vice President |
Since 2009 |
Vice President of all the DFA Entities. Co-Head of Portfolio Management (since March 2012) and Senior Portfolio Manager (since January 2012) for Dimensional Fund Advisors LP. Vice President of Dimensional Fund Advisors Canada ULC (since April 2016). Formerly, Portfolio Manager for Dimensional Fund Advisors LP (October 2005 to January 2012). | |||
Pil Sun Choi 1972 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Counsel for Dimensional Fund Advisors LP (April 2012 January 2014); Vice President and Counsel for AllianceBernstein L.P. (2006 2012). | |||
Stephen A. Clark 1972 |
Vice President |
Since 2004 |
Vice President of all the DFA Entities. Director and Vice President of Dimensional Japan Ltd (since February 2016). President and Director of Dimensional Fund Advisors Canada ULC (since February 2016) and Vice President (since April 2008) and Director (since October 2016) of DFA Australia Limited. Director of Dimensional Advisors Ltd, Dimensional Fund Advisors Pte. Ltd., and Dimensional Hong Kong Limited, (since April 2016), Vice President of Dimensional Fund Advisors Pte Ltd. (since June 2016), Head of Global Institutional Services for Dimensional Fund Advisors LP (since January 2014). Formerly, Vice President of Dimensional Fund Advisors Canada ULC (December 2010 February 2016); Head of Institutional, North America (March 2012 to December 2013) and Head of Portfolio Management (January 2006 to March 2012) for Dimensional Fund Advisors LP. | |||
Matthew B. Cobb 1971 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2011 March 2013); Vice President at MullinTBG (2005-2011). | |||
Rose C. Cooke 1971 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2010 March 2014). | |||
Ryan Cooper 1979 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (2003 March 2014). | |||
Jeffrey D. Cornell 1976 |
Vice President |
Since 2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2002 January 2012). | |||
Robert P. Cornell 1949 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. | |||
John W. Crill (Wes) 1982 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Senior Associate, Research (January 2015 January 2016); Associate, Research (January 2014 January 2015); Analyst, Research (July 2010 January 2014) for Dimensional Fund Advisors LP. |
16
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
Christopher S. Crossan 1965 |
Vice President and Global Chief Compliance Officer |
Since 2004 |
Vice President and Global Chief Compliance Officer of all the DFA Entities, DFA Australia Limited and Dimensional Fund Advisors Ltd. Chief Compliance Officer and Chief Privacy Officer of Dimensional Fund Advisors Canada ULC, Chief Compliance Officer of Dimensional Fund Advisors Pte. Ltd. Formerly, Vice President and Global Chief Compliance Officer for Dimensional SmartNest (US) LLC (October 2010 2014). | |||
John T. Curnutte 1980 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Manager, Research Systems (November 2012 January 2016) for Dimensional Fund Advisors LP; Assistant Vice President, Oaktree Capital Management (April 2011 October 2012). | |||
John Dashtara 1980 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (July 2013 January 2015) for Dimensional Fund Advisors LP; Relationship Manager for Blackrock, Inc. (July 2011 July 2013); Vice President for Towers Watson (formerly, WellsCanning) (June 2009 July 2011). | |||
James L. Davis 1956 |
Vice President |
Since 1999 |
Vice President of all the DFA Entities. | |||
Robert T. Deere 1957 |
Vice President |
Since 1994 |
Vice President of all the DFA Entities, DFA Australia Limited and Dimensional Fund Advisors Canada ULC. | |||
Johnathon K. DeKinder 1979 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2014) and Senior Associate (August 2010 December 2011) for Dimensional Fund Advisors LP. | |||
Mark J. Dennis 1976 |
Vice President |
Since 2015 |
Vice President of all DFA Entities. Formerly, Regional Director (May 2011 January 2015) for Dimensional Fund Advisors LP; Vice President, Portfolio Specialist (January 2007 May 2011) for Morgan Stanley Investment Management. | |||
Massimiliano DeSantis 1971 |
Vice President |
Since 2015 |
Vice President of all DFA Entities. Formerly, Senior Associate, Research (November 2012 January 2015) for Dimensional Fund Advisors LP; Senior Consultant, NERA Economic Consulting, New York (May 2010 November 2012). | |||
Peter F. Dillard 1972 |
Vice President |
Since 2010 |
Vice President of all the DFA Entities. Chief Data Officer for Dimensional Fund Advisors LP (since January 2016). | |||
Robert W. Dintzner 1970 |
Vice President |
Since 2001 |
Vice President of all the DFA Entities. | |||
Karen M. Dolan 1979 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Head of Marketing for Dimensional Fund Advisors LP (since February 2013). Formerly, Senior Manager of Research and Marketing for Dimensional Fund Advisors LP (June 2012 January 2013); Director of Mutual Fund Analysis at Morningstar (January 2008 May 2012). | |||
L. Todd Erskine 1959 |
Vice President |
Since 2015 |
Vice President of all DFA Entities. Formerly, Regional Director (May 2008 January 2015) for Dimensional Fund Advisors LP. | |||
Richard A. Eustice 1965 |
Vice President and Assistant Secretary |
Since 1998 |
Vice President and Assistant Secretary of all the DFA Entities and DFA Australia Limited. Chief Operating Officer for Dimensional Fund Advisors Pte. Ltd. (since April 2013). Formerly, Chief Operating Officer for Dimensional Fund Advisors Ltd. (July 2008 March 2013). | |||
Gretchen A. Flicker 1971 |
Vice President |
Since 2004 |
Vice President of all the DFA Entities. | |||
Jed S. Fogdall 1974 |
Vice President |
Since 2008 |
Vice President of all the DFA Entities. Co-Head of Portfolio Management (since March 2012) and Senior Portfolio Manager (since January 2012) of Dimensional Fund Advisors LP. Vice President of Dimensional Fund Advisors Canada ULC (since April 2016). Formerly, Portfolio Manager of Dimensional Fund Advisors LP (September 2004 January 2012). | |||
Edward A. Foley 1976 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2011 January 2014); Senior Vice President of First Trust Advisors L.P. (2007 July 2011). | |||
Deborah J.G. Foster 1959 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Senior Associate (May 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Jeremy P. Freeman 1970 |
Vice President |
Since 2009 |
Vice President of all the DFA Entities. | |||
Kimberly A. Ginsburg 1970 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Vice President for Dimensional SmartNest (US) LLC (January 2012 - November 2014); Senior Vice President for Morningstar (July 2004 July 2011). |
17
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
Mark R. Gochnour 1967 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. | |||
Tom M. Goodrum 1968 |
Vice President |
Since 2012 |
Vice President of all the DFA Entities. Formerly, Managing Director at BlackRock (2004 January 2012). | |||
Henry F. Gray 1967 |
Vice President |
Since 2000 |
Vice President of all the DFA Entities. | |||
John T. Gray 1974 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. | |||
Christian Gunther 1975 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. Senior Trader for Dimensional Fund Advisors LP (since 2012). Formerly, Senior Trader (2009-2012). | |||
Robert W. Hawkins 1974 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Counsel for Dimensional Fund Advisors LP (January 2011 January 2014). | |||
Joel H. Hefner 1967 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. | |||
Kevin B. Hight 1967 |
Vice President |
Since 2005 |
Vice President of all the DFA Entities. | |||
Gregory K. Hinkle 1958 |
Vice President, Chief Financial Officer, and Treasurer |
Since 2016 |
Vice President, Chief Financial Officer, and Treasurer of all the DFA Entities. Interim Chief Financial Officer, interim Treasurer and Vice President of Dimensional Advisors Ltd., Dimensional Hong Kong Limited, Dimensional Cayman Commodity Fund I Ltd., Dimensional Fund Advisors Canada ULC, Dimensional Fund Advisors Pte. Ltd and DFA Australia Ltd. Formerly, interim Chief Financial Officer and interim Treasurer (April 2016 September 2016), and Controller (August 2015 September 2016) of all the DFA Entities); Vice President of T. Rowe Price Group, Inc. and Director of Investment Treasury and Treasurer of the T. Rowe Price Funds (March 2008 July 2015). | |||
Christine W. Ho 1967 |
Vice President |
Since 2004 |
Vice President of all the DFA Entities. | |||
Michael C. Horvath 1960 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. Formerly, Managing Director, Co-Head Global Consultant Relations at BlackRock (2004-2011). | |||
Mark A. Hunter 1971 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer (November 2010 January 2015) for Dimensional Fund Advisors LP. | |||
Alan R. Hutchison 1977 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (January 2013 Present). Formerly, Investment Associate for Dimensional Fund Advisors LP (January 2010 - January 2013). | |||
Shahryar S. Jaberzadeh 1983 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2006 January 2016). | |||
Jeremy R. James 1977 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Manager, IT Service Management (October 2014 January 2016); Manager, Managed DC Systems (October 2005 October 2014) for Dimensional Fund Advisors LP. | |||
Jeff J. Jeon 1973 |
Vice President |
Since 2004 |
Vice President of all the DFA Entities and Dimensional Cayman Commodity Fund I Ltd. | |||
Garret D. Jones 1971 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Manager of Sales and Marketing Systems (January 2011 January 2014) for Dimensional Fund Advisors LP. | |||
Stephen W. Jones 1968 |
Vice President |
Since 2012 |
Vice President of all the DFA Entities. Formerly, Facilities Manager for Dimensional Fund Advisors LP (October 2008 January 2012). | |||
Scott P. Kaup 1975 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Senior Manager, Investment Operations (January 2014 January 2015) and Investment Operations Manager (May 2008 January 2014) for Dimensional Fund Advisors LP. | |||
David M. Kavanaugh 1978 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Head of Operations for Financial Advisor Services for Dimensional Fund Advisors LP (since July 2014). Formerly, Counsel of Dimensional Fund Advisors LP (August 2011 January 2014); Associate at Andrews Kurth LLP (2006 2011). |
18
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
Patrick M. Keating 1954 |
Vice President |
Since 2003 |
Vice President of DFAIDG, DIG, DFAITC, DEM, Dimensional Holdings Inc., Dimensional Fund Advisors LP and Dimensional Japan Ltd. Chief Operating Officer and Director of Dimensional Japan Ltd. Formerly, Vice President of DFA Securities LLC, Dimensional Cayman Commodity Fund I Ltd. and Dimensional Advisors Ltd (until February 2015); Chief Operating Officer of Dimensional Holdings Inc., DFA Securities LLC, Dimensional Fund Advisors LP, Dimensional Cayman Commodity Fund I Ltd., Dimensional Advisors Ltd. and Dimensional Fund Advisors Pte. Ltd. (until February 2015); Director, Vice President, and Chief Privacy Officer of Dimensional Fund Advisors Canada ULC (until February 2015); Director of DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Advisors Ltd. (until February 2015); and Director and Vice President of Dimensional Hong Kong Limited and Dimensional Fund Advisors Pte. Ltd. (until February 2015). | |||
Andrew K. Keiper 1977 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (October 2004 January 2013). | |||
David M. Kershner 1971 |
Vice President |
Since 2010 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since June 2004). | |||
Arun C. Keswani 1975 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (January 2015 Present). Formerly, Portfolio Manager (January 2013 January 2015) and Investment Associate (October 2011 January 2013) for Dimensional Fund Advisors LP; Investment Banking Associate at Morgan Stanley (August 2010 September 2011). | |||
Kimberly L. Kiser 1972 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Creative Director for Dimensional Fund Advisors LP (September 2012 January 2014); Vice President and Global Creative Director at Morgan Stanley (2007 2012); Visiting Assistant Professor, Graduate Communications Design at Pratt Institute (2004 2012). | |||
Timothy R. Kohn 1971 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. Head of Defined Contribution Sales for Dimensional Fund Advisors LP (since August 2010). | |||
Joseph F. Kolerich 1971 |
Vice President |
Since 2004 |
Vice President of all the DFA Entities. Senior Portfolio Manager of Dimensional Fund Advisors LP (since January 2012). Formerly, Portfolio Manager for Dimensional (April 2001 January 2012). | |||
Natalia Y. Knych 1971 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Manager, RFP, Institutional (January 2015 January 2016); Senior Associate, Institutional (April 2007 January 2015) for Dimensional Fund Advisors LP. | |||
Mark D. Krasniewski 1981 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Senior Associate, Investment Analytics and Data (January 2012 December 2012) and Systems Developer (June 2007 December 2011) for Dimensional Fund Advisors LP. | |||
Kahne L. Krause 1966 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (May 2010 January 2014) for Dimensional Fund Advisors LP. | |||
Stephen W. Kurad 1968 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. | |||
Michael F. Lane 1967 |
Vice President |
Since 2004 |
Vice President of all the DFA Entities. Formerly, Chief Executive Officer for Dimensional SmartNest (US) LLC (July 2012 November 2014). | |||
Francis R. Lao 1969 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. Formerly, Vice President Global Operations at Janus Capital Group (2005-2011). | |||
David F. LaRusso 1978 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Senior Trader (January 2010 December 2012) for Dimensional Fund Advisors LP. | |||
Juliet H. Lee 1971 |
Vice President |
Since 2005 |
Vice President of all the DFA Entities. | |||
Marlena I. Lee 1980 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. | |||
Paul A. Lehman 1971 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (July 2013 January 2015) for Dimensional Fund Advisors LP; Chief Investment Officer (April 2005 April 2013) for First Citizens Bancorporation. | |||
John B. Lessley 1960 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2008 January 2013). | |||
Joy L. Lopez 1971 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Senior Tax Manager (February 2013 January 2015) for Dimensional Fund Advisors LP; Vice President and Tax Manager, North America (August 2006 April 2012) for Pacific Investment Management Company. |
19
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
Apollo D. Lupescu 1969 |
Vice President |
Since 2009 |
Vice President of all the DFA Entities. | |||
Timothy P. Luyet 1972 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Senior Manager, Marketing Operations (January 2014 January 2015), Manager, Client Systems (October 2011 January 2014) and RFP Manager (April 2010 October 2011) for Dimensional Fund Advisors LP. | |||
Peter Magnusson 1969 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2014). | |||
Kenneth M. Manell 1972 |
Vice President |
Since 2010 |
Vice President of all the DFA Entities and Dimensional Cayman Commodity Fund I Ltd. | |||
Aaron M. Marcus 1970 |
Vice President |
Since 2008 |
Vice President of all DFA Entities and Head of Global Human Resources for Dimensional Fund Advisors LP. | |||
Duane R. Mattson 1965 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer (May 2012 January 2015) for Dimensional Fund Advisors LP; Chief Compliance Officer (April 2010 April 2012) for Al Frank Asset Management. | |||
Bryan R. McClune 1975 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director of Dimensional Fund Advisors LP (January 2009 January 2014). | |||
Philip P. McInnis 1984 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2009 January 2014) and Senior Associate (2011) for Dimensional Fund Advisors LP. | |||
Francis L. McNamara 1959 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Manager, Project Management Office for Dimensional Fund Advisors LP (October 2006 January 2016). | |||
Travis A. Meldau 1981 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Portfolio Manager (since September 2011) for Dimensional Fund Advisors LP. Formerly, Portfolio Manager for Wells Capital Management (October 2004 September 2011). | |||
Tracy R. Mitchell 1974 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2013 January 2016); Managing Director, Client Services, Charles Schwab (December 2009 August 2013). | |||
Jonathan G. Nelson 1971 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Manager, Investment Systems (2011 January 2013) for Dimensional Fund Advisors LP. | |||
Catherine L. Newell 1964 |
Vice President and Secretary |
Vice President since 1997 and Secretary since 2000 |
Vice President and Secretary of all the DFA Entities. Director, Vice President and Secretary of DFA Australia Limited and Dimensional Fund Advisors Ltd. (since February 2002, April 1997, and May 2002, respectively). Vice President and Secretary of Dimensional Fund Advisors Canada ULC (since June 2003), Dimensional Cayman Commodity Fund I Ltd., Dimensional Japan Ltd (since February 2012), Dimensional Advisors Ltd (since March 2012), Dimensional Fund Advisors Pte. Ltd. (since June 2012). Director of Dimensional Funds plc and Dimensional Funds II plc (since 2002 and 2006, respectively). Director of Dimensional Japan Ltd., Dimensional Advisors Ltd., Dimensional Fund Advisors Pte. Ltd. and Dimensional Hong Kong Limited (since August 2012 and July 2012). Formerly, Vice President and Secretary of Dimensional SmartNest (US) LLC (October 2010 November 2014). | |||
John R. Nicholson 1977 |
Vice President | Since 2015 | Vice President of all the DFA Entities. Formerly, Regional Director (June 2011 January 2015) for Dimensional Fund Advisors LP; Sales Executive for Vanguard (July 2008 May 2011). | |||
Pamela B. Noble 1964 |
Vice President | Since 2011 | Vice President of all the DFA Entities. Formerly, Portfolio Manager for Dimensional Fund Advisors LP (2008 - 2010). | |||
Selwyn Notelovitz 1961 |
Vice President and Deputy Chief Compliance Officer | Since 2013 | Vice President and Deputy Chief Compliance Officer of all the DFA Entities. Deputy Chief Compliance Officer of Dimensional Fund Advisors LP (since December 2012). Formerly, Chief Compliance Officer of Wellington Management Company, LLP (2004 2011). | |||
Carolyn L. O 1974 |
Vice President | Since 2010 | Vice President of all the DFA Entities, Dimensional Cayman Commodity Fund I Ltd., and Dimensional Fund Advisors Canada ULC (since April 2016). Deputy General Counsel, Funds (since 2011). |
20
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
Gerard K. OReilly 1976 |
Vice President and Co-Chief Investment Officer |
Vice President since 2007 and Co-Chief Investment Officer since 2014 |
Vice President and Co-Chief Investment Officer of all the DFA Entities, Dimensional Fund Advisors Canada ULC, and Dimensional Japan Ltd. Director of Dimensional Funds plc and Dimensional Fund II plc. | |||
Randy C. Olson 1980 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer for Dimensional Fund Advisors LP (July 2014 January 2016); Vice President Regional Head of Investment Compliance, Asia, PIMCO Asia Private Limited (July 2012 July 2014); Country Compliance Officer, Janus Capital, Singapore Private Limited (May 2011 June 2012). | |||
Daniel C. Ong 1973 |
Vice President |
Since 2009 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since July 2005). | |||
Kyle K. Ozaki 1978 |
Vice President |
Since 2010 |
Vice President of all the DFA Entities. | |||
Matthew A. Pawlak 1977 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (2012 January 2013); Senior Consultant (June 2011-December 2011) and Senior Investment Analyst and Consultant (July 2008-June 2011) at Hewitt EnnisKnupp. | |||
Mary T. Phillips 1981 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Senior Portfolio Manager (January 2015 present). Formerly, Portfolio Manager (April 2014 January 2015) and Investment Associate for Dimensional Fund Advisors LP (July 2012 March 2014). | |||
Jeffrey L. Pierce 1984 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Senior Manager, Advisor Benchmarking (since January 2015) for Dimensional Fund Advisors LP. Formerly, Manager, Advisor Benchmarking (April 2012 December 2014) for Dimensional Fund Advisors LP; Senior Manager, Research and Consulting (October 2010 April 2012) for Crain Communications Inc. | |||
Olivian T. Pitis 1974 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (May 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Brian P. Pitre 1976 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Counsel for Dimensional Fund Advisors LP (since February 2015). Formerly, Chief Financial Officer and General Counsel for Relentless (March 2014 January 2015); Vice President of all the DFA Entities (January 2013 March 2014); Counsel for Dimensional Fund Advisors LP (January 2009 - March 2014). | |||
David A. Plecha 1961 |
Vice President |
Since 1993 |
Vice President of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Fund Advisors Canada ULC. | |||
Allen Pu 1970 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (since January 2015). Formerly, Portfolio Manager for Dimensional Fund Advisors LP (2006 January 2015). | |||
David J. Rapozo 1967 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2014). | |||
Mark A. Regier 1969 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Planning and Analysis Manager for Dimensional Fund Advisors LP (July 2007 January 2014). | |||
Cory T. Riedberger 1979 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (March 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Savina B. Rizova 1981 |
Vice President |
Since 2012 |
Vice President of all the DFA Entities. Formerly, Research Associate (June 2011 January 2012) for Dimensional Fund Advisors LP. | |||
Michael F. Rocque 1968 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Senior Fund Accounting Manager (July 2013 January 2015) for Dimensional Fund Advisors LP; Senior Financial Consultant and Chief Accounting Officer (July 2002 July 2013) for MFS Investment Management. | |||
L. Jacobo Rodríguez 1971 |
Vice President |
Since 2005 |
Vice President of all the DFA Entities. | |||
Austin S. Rosenthal 1978 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Vice President for Dimensional SmartNest (US) LLC (September 2010 - November 2014). | |||
Oliver J. Rowe 1960 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Senior Manager, Human Resources for Dimensional Fund Advisors LP (January 2012 January 2014); Director of Human Resources at Spansion, Inc. (March 2009 December 2011). |
21
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
Joseph S. Ruzicka 1987 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Manager Investment Analytics and Data (January 2014 January 2015), Senior Associate, Investment Analytics and Data (January 2013 January 2014), Associate, Investment Analytics and Data (January 2012 January 2013), and Investment Data Analyst (April 2010 January 2012) for Dimensional Fund Advisors LP. | |||
Julie A. Saft 1959 |
Vice President |
Since 2010 |
Vice President of all the DFA Entities. | |||
Joel P. Schneider 1980 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Portfolio Manager (since 2013) for Dimensional Fund Advisors LP. Formerly, Investment Associate (April 2011 January 2013) for Dimensional Fund Advisors LP. | |||
Ashish Shrestha 1978 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (September 2009 January 2015) for Dimensional Fund Advisors LP. | |||
Bruce A. Simmons 1965 |
Vice President |
Since 2009 |
Vice President of all the DFA Entities. | |||
Ted R. Simpson 1968 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. | |||
Bhanu P. Singh 1981 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (since January 2015). Formerly, Portfolio Manager (January 2012 January 2015) and Investment Associate for Dimensional Fund Advisors LP (August 2010 December 2011). | |||
Bryce D. Skaff 1975 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. | |||
Lukas J. Smart 1977 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Portfolio Manager of Dimensional Fund Advisors LP (since January 2010). | |||
Andrew D. Smith 1968 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. | |||
Grady M. Smith 1956 |
Vice President |
Since 2004 |
Vice President of all the DFA Entities and Dimensional Fund Advisors Canada ULC. | |||
Matthew Snider 1976 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2011 January 2016); Sales Executive, Vanguard (May 2008 August 2011). | |||
Lawrence R. Spieth 1947 |
Vice President |
Since 2004 |
Vice President of all the DFA Entities. | |||
Charlene L. St. John 1965 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Senior Manager for Dimensional Fund Advisors LP (September 2014 - January 2016); Vice President of Marketing, Forward Management/Salient (January 2008 February 2014). | |||
Brent M. Stone 1971 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Project Manager (September 2012 December 2015) and Manager, Corporate Systems for Dimensional Fund Advisors LP (January 2011 September 2012). | |||
Richard H. Tatlow V 1971 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2010 January 2013). | |||
Blake T. Tatsuta 1973 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Manager, Investment Analytics and Data (2012 January 2013) and Research Assistant (2002-2011) for Dimensional Fund Advisors LP. | |||
James J. Taylor 1983 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Accounting Manager for Dimensional Fund Advisors LP (November 2009 January 2016). | |||
Erik T. Totten 1980 |
Vice President |
Since 2013 |
Vice President of all the DFA Entities. Formerly, Regional Director (2010 January 2013) for Dimensional Fund Advisors LP. | |||
John H. Totten 1978 |
Vice President |
Since 2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2008 - January 2012). | |||
Robert C. Trotter 1958 |
Vice President |
Since 2009 |
Vice President of all the DFA Entities. | |||
Dave C. Twardowski 1982 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Research Associate (June 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Karen E. Umland 1966 |
Vice President |
Since 1997 |
Vice President of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., and Dimensional Fund Advisors Canada ULC. | |||
Benjamin C. Walker 1979 |
Vice President |
Since 2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2008 January 2014). |
22
Name and Year of Birth |
Position |
Term of
Office
1
|
Principal Occupation During Past 5 Years |
|||
Brian J. Walsh 1970 |
Vice President |
Since 2009 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since 2004). | |||
Jessica Walton 1974 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2015) for Dimensional Fund Advisors LP; Director of Marketing and Investor Relations for Treaty Oak Capital Management (July 2011 October 2011); Vice President for Rockspring Capital (October 2010 July 2011). | |||
Griffin S. Watkins 1985 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2014 January 2016) and Senior Associate (January 2011 December 2013).for Dimensional Fund Advisors LP. | |||
Timothy P. Wei 1968 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Counsel for Dimensional Fund Advisors LP (July 2014 January 2016); Assistant General Counsel, Teacher Retirement System of Texas (October 2008 June 2014). | |||
Weston J. Wellington 1951 |
Vice President |
Since 1997 |
Vice President of all the DFA Entities. | |||
Ryan J. Wiley 1976 |
Vice President |
Since 2007 |
Vice President of all the DFA Entities. | |||
Kristina M. Williams 1975 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Client Service Supervisor for Dowling & Yahnke (July 2014 January 2016); Head of Operations for The Elements Financial Group (January 2013 June 2014); Head of Operations for Vericimetry Advisors LLC (July 2011 December 2012). | |||
Jeremy J. Willis 1976 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Manager, Client Systems for Dimensional Fund Advisors LP (May 2012 January 2016); Vice President, Implementations, Citigroup (August 2006 October 2011). | |||
Stacey E. Winning 1981 |
Vice President |
Since 2015 |
Vice President of all the DFA Entities. Head of Global Recruiting and Development (since June 2014) for Dimensional Fund Advisors LP. Formerly, Senior Manager, Recruiting (December 2012 June 2014) for Dimensional Fund Advisors LP; Co-Head of Global Recruiting (May 2009 November 2012) for Two Sigma Investments. | |||
Cecelia K. Wong 1981 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Client Service Manager for Dimensional Fund Advisors LP (June 2005 January 2016). | |||
Craig A. Wright 1982 |
Vice President |
Since 2016 |
Vice President of all the DFA Entities. Formerly, Accounting Manager for Dimensional Fund Advisors LP (November 2011 January 2016); Senior Associate, PricewaterhouseCoopers LP (July 2009 November 2011). | |||
Joseph L. Young 1978 |
Vice President |
Since 2011 |
Vice President of all the DFA Entities. |
1 | Each officer holds office for an indefinite term at the pleasure of the Board of Directors and until his or her successor is elected and qualified. |
[TO BE UPDATED IN THE 485(B) FILING: As of January 31, 2017, Directors and officers as a group owned less than 1% of the outstanding stock of each Portfolio described in this SAI.]
Administrative Services Tax-Managed U.S. Marketwide Value and Tax-Managed U.S. Equity Portfolios
The Fund previously had administration agreements with the Advisor, on behalf of the Tax-Managed U.S. Marketwide Value and Tax-Managed U.S. Equity Portfolios. Pursuant to the administration agreement, the Advisor performed various services, including: supervision of the services provided by the Portfolios custodian and transfer and dividend disbursing agent and others who provide services to the Fund for the benefit of the Portfolio; providing shareholders with information about the Portfolio and their investments as the shareholders or the Fund may request; assisting the Portfolio in conducting meetings of shareholders; furnishing information as the Board of Directors may require regarding the Master Fund; and any other administrative services for the benefit of the Portfolio as the Board of Directors may reasonably request. Effective February 28, 2014 (with respect to the Tax-Managed U.S. Equity Portfolio) and July 21, 2015 (with respect to the Tax-Managed U.S. Marketwide Value Portfolio), the administration agreement and the investment advisory agreement for each Portfolio were combined into an Investment Management Agreement that provides for an investment management fee payable to the Advisor for both investment advisory services and the administrative services described above. Prior to the
23
Investment Management Agreement, the Tax-Managed U.S. Marketwide Value and Tax-Managed U.S. Equity Portfolios paid the Advisor a monthly fee based on average net assets equal to one-twelfth of the percentages listed below for its administrative services:
Tax-Managed U.S. Marketwide Value Portfolio* |
0.15 | % | ||
Tax-Managed U.S. Equity Portfolio** |
0.15 | % |
* | Effective rate of administrative fee prior to July 21, 2015. |
** | Effective rate of administrative fee prior to February 28, 2014. |
For the fiscal years ended October 31, 2015 and October 31, 2014, the Portfolios paid administrative fees to the Advisor as set forth in the following table (the dollar amount is shown prior to any fee waivers or recoupments by the Advisor):
Fiscal Year
Ended 2016* (000) |
Fiscal Year
Ended 2015 (000) |
Fiscal Year
Ended 2014 (000) |
||||||||||
Tax-Managed U.S. Marketwide Value Portfolio |
N/A | $ | 4,124 | $ | 5,116 | |||||||
Tax-Managed U.S. Equity Portfolio |
N/A | N/A | $ | 1,014 | 1 |
* | For the fiscal year ended October 31, 2016, the Portfolios did not pay administrative fees to the Advisor. |
1 | $1,113 after recoupment of previously waived fees |
Administrative ServicesAll Portfolios
State Street Bank and Trust Company (State Street), 1 Lincoln Street, Boston, MA 02111, serves as the accounting and administration services, dividend disbursing and transfer agent for all of the Portfolios and the Master Fund. The services provided by State Street are subject to supervision by the executive officers and the Board of Directors of the Fund, and include day-to-day keeping and maintenance of certain records, calculation of the offering price of the shares, preparation of reports, liaison with its custodians, and transfer and dividend disbursing agency services. For the administrative and accounting services provided by State Street, the non-Feeder Portfolios and the Master Fund pay State Street annual fees that are calculated daily and paid monthly according to a fee schedule based on the applicable aggregate average net assets of the Fund Complex, which includes four registered investment companies. The fee schedule is set forth in the table below:
.0063% of the Fund Complexs first $150 billion of average net assets;
.0051% of the Fund Complexs next $50 billion of average net assets; and
.0025% of the Fund Complexs average net assets in excess of $200 billion.
The fees charged to a non-Feeder Portfolio or Master Fund under the fee schedule are allocated to each such non-Feeder Portfolio of Master Fund based on the non-Feeder Portfolios or Master Funds pro-rata portion of the aggregate average net assets of the Fund Complex.
The Portfolios also pay separate fees to State Street with respect to the services State Street provides as transfer agent and dividend disbursing agent.
Custodian
Citibank, N.A., 111 Wall Street, New York, NY, 10005, is the custodian for Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio.
State Street Bank and Trust Company, 1 Lincoln Street, Boston, MA 02111, serves as the custodian for all of the other Portfolios and the Master Fund.
24
Each custodian maintains a separate account or accounts for a Portfolio; receives, holds, and releases portfolio securities on account of the Portfolio; makes receipts and disbursements of money on behalf of the Portfolio; and collects and receives income and other payments and distributions on account of the Portfolios portfolio securities.
Distributor
The Funds shares are distributed by DFA Securities LLC (formerly, DFA Securities Inc.) (DFAS), a wholly-owned subsidiary of the Advisor. DFAS is registered as a limited purpose broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority. The principal business address of DFAS is 6300 Bee Cave Road, Austin, TX 78746.
DFAS acts as an agent of the Fund by serving as the principal underwriter of the Funds shares. Pursuant to the Distribution Agreement with the Fund, DFAS uses its best efforts to seek or arrange for the sale of shares of the Fund, which are continuously offered. No sales charges are paid by investors or the Fund. No compensation is paid by the Fund to DFAS under the Distribution Agreement.
Legal Counsel
Stradley Ronon Stevens & Young, LLP serves as legal counsel to the Fund. Its address is 2600 One Commerce Square, Philadelphia, PA 19103-7098.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (PwC) is the independent registered public accounting firm to the Fund and audits the annual financial statements of the Fund. PwCs address is Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042.
Investment Management
Dimensional Fund Advisors LP, located at 6300 Bee Cave Road, Building One, Austin, TX 78746, serves as investment advisor to the Portfolios and the Master Fund. Pursuant to an Investment Management Agreement with the Fund and the Trust on behalf of each Portfolio and the Master Fund, respectively, the Advisor is responsible for the management of their respective assets. With respect to an Investment Management Agreement with the Feeder Portfolio, the Advisor manages the portion of the Feeder Portfolios assets that are retained by the Feeder Portfolio for direct investment and, at its discretion, may make a determination to withdraw the Feeder Portfolios investment from its corresponding Master Fund to invest in another Master Fund or manage all the Feeder Portfolios assets directly if the Advisor believes it is in the best interests of the Feeder Portfolio and its shareholders to do so.
Pursuant to Sub Advisory Agreements with the Advisor, DFA Australia Limited (DFA Australia), Level 43 Gateway, 1 Macquarie Place, Sydney, New South Wales 2000, Australia, has the authority and responsibility to select brokers and dealers to execute securities transactions for the Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio (each a DFA Australia Sub-Advised Fund). DFA Australias duties include the maintenance of a trading desk for each DFA Australia Sub-Advised Fund and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of each DFA Australia Sub-Advised Fund, and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by a DFA Australia Sub-Advised Fund and may delegate this task, subject to its own review, to DFA Australia. DFA Australia maintains and furnishes to the Advisor information and reports on securities of international companies, including its recommendations of securities to be added to the securities that are eligible for purchase by a DFA Australia Sub-Advised Fund as well as making recommendations and elections on corporate actions. In rendering investment management services to the Advisor with respect to each DFA Australia Sub-Advised Fund, DFA Australia expects to use the resources of certain participating affiliates of DFA Australia. Such participating affiliates are providing such services to DFA Australia pursuant to conditions
provided in no-action relief granted by the staff of the SEC allowing registered investment advisers to use portfolio management, research and trading resources of advisory affiliates subject to the supervision of a registered adviser.
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Pursuant to Sub-Advisory Agreements with the Advisor, Dimensional Fund Advisors Ltd. ( DFAL), 20 Triton Street, Regents Place, London, NW13BF, United Kingdom, a company that is organized under the laws of England, has the authority and responsibility to select brokers or dealers to execute securities transactions for the Tax-Managed DFA International Value Portfolio and T.A. World ex U.S. Core Equity Portfolio (each a DFAL Sub-Advised Fund). DFALs duties include the maintenance of a trading desk for each DFAL Sub-Advised Fund and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of each DFAL Sub-Advised Fund and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by each DFAL Sub-Advised Fund and may delegate this task, subject to its own review, to DFAL. DFAL maintains and furnishes to the Advisor information and reports on securities of United Kingdom and European equity market companies, including its recommendations of securities to be added to the securities that are eligible for purchase by each DFAL Sub-Advised Fund as well as making recommendations and elections on corporate actions. DFAL is a member of the Financial Conduct Authority, a self-regulatory organization for investment managers operating under the laws of England.
The Advisor or its affiliates may provide certain non-advisory services (such as data collection or other consulting services) to broker-dealers or investment advisers that may be involved in the distribution of the Portfolios or other mutual funds advised by the Advisor (DFA Advised Funds) or who may recommend the purchase of such DFA Advised Funds for their clients. The Advisor or its affiliates also may provide historical market analysis, risk/return analysis, and continuing education to investment advisers (some of whom may be dual registered investment advisers/broker-dealers) as well as educational speakers and facilities for investment adviser conferences. The Advisor or its affiliates may pay a fee to attend, speak at or assist in sponsoring such conferences or pay travel accommodations of certain participants attending an investment adviser sponsored conference. Sponsorship of investment adviser and/or broker-dealer events by the Advisor may include direct payments to vendors or reimbursement of expenses incurred by investment advisers and/or broker-dealers in connection with hosting educational, training, customer appreciation, or other events for broker-dealers and/or investment advisors or their customers. Dimensional personnel may or may not be present at such events. At the request of a client or potential client, the Advisor or its affiliates may also refer such client to one or more such investment advisers. Any such services or arrangements may give such broker-dealers and investment advisers an incentive to recommend DFA Advised Funds to their clients in order to receive such non-advisory services from the Advisor or its affiliates. However, the provision of these services by the Advisor or its affiliates is not dependent on the amount of DFA Advised Funds sold or recommended by such broker-dealers or investment advisers.
David G. Booth, as a director and officer of the Advisor and shareholder of the Advisors general partner, and Rex A. Sinquefield, as a shareholder of the Advisors general partner, acting together, could be deemed controlling persons of the Advisor. Mr. Booth also serves as Director and officer of the Fund. For the services it provides as investment advisor to each Portfolio (and, with respect to the Feeder Portfolio, its corresponding Master Fund), the Advisor is paid a monthly fee calculated as a percentage of average net assets of the Portfolio (and, with respect to the Feeder Portfolio, its corresponding Master Fund). Prior to July 21, 2015, the Advisor was paid no fee for the services it provided as investment advisor to the Feeder Portfolio. For the fiscal years ended October 31, 2016, October 31, 2015 and October 31, 2014, the Portfolios (including the Feeder Portfolio effective July 21, 2015) and the Master Fund paid investment advisory fees to the Advisor as set forth in the following table (the dollar amount is shown prior to any fee waivers by the Advisor):
[TO BE UPDATED IN THE 485(B) FILING:
Fiscal Year
Ended 2016 (000) |
Fiscal Year
Ended 2015 (000) |
Fiscal Year
Ended 2014 (000) |
||||||||||
The Tax-Managed U.S. Marketwide Value Portfolio* (a) |
$ | [ | ] | $ | 14,337 | 1 | $ | 9,619 | ||||
Tax-Managed U.S. Equity Portfolio** (b) |
$ | [ | ] | $ | 4,813 | 2 | $ | 3,299 | ||||
Tax-Managed U.S. Targeted Value Portfolio |
$ | [ | ] | $ | 15,351 | $ | 14,335 | |||||
Tax-Managed U.S. Small Cap Portfolio |
$ | [ | ] | $ | 10,883 | $ | 9,976 | |||||
T.A. U.S. Core Equity 2 Portfolio (c) |
$ | [ | ] | $ | 11,843 | $ | 10,157 | |||||
Tax-Managed DFA International Value Portfolio |
$ | [ | ] | $ | 15,494 | $ | 14,928 | |||||
T.A. World ex U.S. Core Equity Portfolio (d) |
$ | [ | ] | $ | 8,486 | $ | 7,688 |
26
1 | $12,219 after waiver |
2 | $4,797 after waiver |
* | Effective as of July 21, 2015, the fees set forth in the table above include the fees paid to the Advisor by both the Feeder Portfolio and its corresponding Master Fund for investment management services. |
** | For the fiscal year ended October 31, 2014, effective as of February 28, 2014, the fees set forth in the table above include the fees paid by the Portfolio to the Advisor for both investment advisory and administrative services pursuant to an Investment Management Agreement. |
(a) | The Master Fund has more than one Feeder Portfolio; the dollar amount represents the total dollar amount of management fees paid by the Master Fund to the Advisor. Effective July 21, 2015, the Advisor has contractually agreed to permanently waive all or a portion of the management fee of the Tax-Managed U.S. Marketwide Value Portfolio to the extent necessary to limit the total management fees paid to the Advisor by the Portfolio, including the proportionate share of the management fees the Portfolio pays indirectly through its investment in other funds managed by the Advisor, to 0.35% of the average net assets of a class of the Portfolio on an annualized basis. |
(b) | Pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Tax-Managed U.S. Equity Portfolio, the Advisor has contractually agreed to waive its management fee and to assume the ordinary operating expenses of a class of the Tax-Managed U.S. Equity Portfolio (excluding the expenses that the Portfolio incurs indirectly through investment in other investment companies) (Portfolio Expenses) to the extent necessary to reduce the expenses of a class of the Portfolio when its total operating expenses exceed 0.22% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Tax-Managed U.S. Equity Portfolio are less than the Expense Limitation Amount for a class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or any expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Tax-Managed U.S. Equity Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
(c) | Pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the T.A. U.S. Core Equity 2 Portfolio, the Advisor has agreed to waive all or a portion of its management fee and to assume the ordinary operating expenses of a class of the T.A. U.S. Core Equity 2 Portfolio (excluding the expenses that the Portfolio incurs indirectly through investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.30% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of shares of the Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
(d) |
Effective January 1, 2017, pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the T.A. World ex U.S. Core Equity Portfolio, the Advisor has agreed to waive all or a portion of its management fee and to assume the expenses of a class of the T.A. World ex U.S. Core Equity Portfolio (including the expenses that the Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund and its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.39% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the Portfolio are less than the Expense Limitation Amount for such class of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the |
27
Advisor more than thirty-six months before the date of such reimbursement. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement for the Portfolio will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Amended and Restated Fee Waiver and/or Expense Assumption Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
Prior to January 1, 2017, the Expense Limitation Amount in the Amended and Restated Fee Waiver and/or Expense Assumption Agreement was 0.60% of the average net assets of a class of the Portfolio on an annualized basis.
In accordance with the team approach used to manage the Portfolios and Master Fund, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding the Portfolios (or for the Feeder Portfolio, its Master Fund) based on the parameters established by the Investment Committee. The individuals named below coordinate the efforts of all other portfolio managers or trading personnel with respect to the day to day management of the Portfolios indicated.
Domestic Equity Portfolios ( excluding the Tax-Managed U.S. Targeted Value Portfolio ) |
Joseph H. Chi, Jed S. Fogdall and Henry F. Gray |
|
Tax-Managed U.S. Targeted Value Portfolio |
Joseph H. Chi, Jed S. Fogdall, Henry F. Gray and Joel P. Schneider |
|
Tax-Managed DFA International Value Portfolio | Joseph H. Chi, Jed S. Fogdall, Henry F. Gray, Mary T. Phillips and Bhanu P. Singh | |
T.A. World ex U.S. Core Equity Portfolio |
Joseph H. Chi, Jed S. Fogdall, Allen Pu and Bhanu P. Singh |
Investments in Each Portfolio
Information relating to each portfolio managers ownership (including the ownership of his or her immediate family) in the Portfolio(s) contained in this SAI that he or she manages as of October 31, 2016 is set forth in the chart below.
[TO BE UPDATED IN THE 485(B) FILING:
Portfolio |
Portfolio Manager(s) |
Dollar Range of Portfolio Shares Owned |
||
Tax-Managed U.S. Marketwide Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
[None] [None] [None] |
||
Tax-Managed U.S. Targeted Value Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray Joel P. Schneider |
[None] [None] [None] [None] |
||
Tax-Managed U.S. Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
[None] [None] [None] |
||
Tax-Managed U.S. Small Cap Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
[None] [None] [None] |
||
T.A. U.S. Core Equity 2 Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
[None] [None] [None] |
28
Portfolio |
Portfolio Manager(s) |
Dollar Range of Portfolio Shares Owned |
||
Tax-Managed DFA International Value Portfolio |
Joseph H. Chi Jed S. Fogdall |
[None] [None] |
||
Henry F. Gray Mary T. Phillips Bhanu P. Singh |
[None] [None] [None] |
|||
T.A. World ex U.S. Core Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Allen Pu Bhanu P. Singh |
$[50,001 - $100,000] [None] [None] [None] |
Description of Compensation Structure
Portfolio managers receive a base salary and bonus. Compensation of a portfolio manager is determined at the discretion of the Advisor 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 portfolio or other accounts that the portfolio managers manage. The Advisor reviews the compensation of each portfolio manager annually and may make modifications in compensation as deemed 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. The Advisor considers the factors described above to determine each portfolio managers base salary. |
| Semi-Annual Bonus . Each portfolio manager may receive a semi-annual bonus. The amount of the bonus paid to each portfolio manager is based upon the factors described above. |
Portfolio managers may be awarded the right to purchase restricted shares of the stock of the Advisor, as determined from time to time by the Board of Directors of the Advisor or its delegees. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all employees.
In addition, portfolio managers may be given the option of participating in the Advisors Long Term Incentive Plan. The level of participation for eligible employees may be dependent on 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 Portfolios (or with respect to the Feeder Portfolio, the Master Fund in which the Feeder Portfolio invests substantially all of its assets), each portfolio manager manages (i) other U.S. registered investment companies advised or sub-advised by the Advisor, (ii) other pooled investment vehicles that are not U.S. registered mutual funds and (iii) 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.
[TO BE UPDATED IN THE 485(B) FILING:
29
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 Portfolio/Master Fund and other accounts. Other accounts include registered mutual funds (other than the Portfolios (or Master Fund in which the Feeder Portfolio invests) in this SAI), other unregistered pooled investment vehicles, and other accounts managed for organizations and individuals (Accounts). An Account may have similar investment objectives to a Portfolio/Master Fund, or may purchase, sell or hold securities that are eligible to be purchased, sold or held by a Portfolio/Master Fund. Actual or apparent conflicts of interest include:
| Time Management . The management of multiple Portfolios/Master Funds and/or Accounts may result in a portfolio manager devoting unequal time and attention to the management of each Portfolio/Master Fund and/or Accounts. The Advisor 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 approaches that are used in connection with the management of the Portfolios/Master Fund. |
30
| Investment Opportunities . It is possible that at times identical securities will be held by more than one Portfolio/Master Fund and/or Account. However, positions in the same security may vary and the length of time that any Portfolio/Master 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 Portfolio/Master Fund or Account, a Portfolio/Master 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 Portfolios/Master Funds and Accounts. To deal with these situations, the Advisor has adopted procedures for allocating portfolio transactions across multiple Portfolios/Master Funds and Accounts. |
| Broker Selection . With respect to securities transactions for the Portfolios/Master Funds, the Advisor 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), the Advisor 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, the Advisor or its affiliates may place separate, non-simultaneous, transactions for a Portfolio/Master 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 Portfolio/Master Fund or the Account. |
| Performance-Based Fees . For some Accounts, the Advisor 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 the Advisor with regard to Accounts where the Advisor is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where the Advisor 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 where he or she may therefore have an incentive to treat the Account in which the portfolio manager or his/her relatives invest preferentially as compared to other Accounts for which he or she has portfolio management responsibilities. |
The Advisor and the Fund have 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.
The Fund was incorporated under Maryland law on June 15, 1981. Until June 1983, the Fund was named DFA Small Company Fund Inc. The Fund commenced offering shares of Tax-Managed U.S. Marketwide Value Portfolio, Tax-Managed U.S. Targeted Value Portfolio and Tax-Managed U.S. Small Cap Portfolio in December 1998; and Tax-Managed DFA International Value Portfolio on April 16, 1999. The Fund commenced offering shares of the Tax-Managed U.S. Equity Portfolio on September 25, 2001. Effective February 28, 2011, the Tax-Managed U.S. Equity Portfolio is no longer a feeder portfolio and now holds the portfolio securities previously held by The Tax-Managed U.S. Equity Series, the Master Fund in which the Portfolio invested.
The DFA Investment Trust Company was organized as a Delaware statutory trust (a form of entity formerly known as a business trust) on October 27, 1992. The Trust offers shares of the Master Fund only to institutional investors in private offerings.
Until April 1, 2001, the Tax-Managed U.S. Small Cap Portfolio was known as the Tax-Managed U.S. 6-10 Small Company Portfolio. Until September 24, 2001, the Tax-Managed U.S. Equity Portfolio was known as the Tax-Managed U.S. Marketwide Portfolio. From December 1998 to April 1, 2001, the Tax-Managed U.S. Targeted Value Portfolio was known as the Tax-Managed U.S. 5-10 Value Portfolio. From April 1, 2001 to March 29, 2007, the Tax- Managed U.S. Targeted Value Portfolio was known as the Tax-Managed U.S. Small Cap Value Portfolio.
31
The Fund, the Trust, the Advisor, DFA Australia Limited, Dimensional Fund Advisors Ltd. and DFAS have adopted a revised Code of Ethics, under Rule 17j-1 of the 1940 Act, for certain access persons of the Portfolios and the Master Fund. The Code is designed to ensure that access persons act in the interest of the Portfolios and Master Fund, and their shareholders, with respect to any personal trading of securities. Under the Code, access persons are generally prohibited from knowingly buying or selling securities (except for mutual funds, U.S. government securities and money market instruments) which are being purchased, sold or considered for purchase or sale by a Portfolio or Master Fund unless their proposed purchases are approved in advance. The Code also contains certain reporting requirements and securities trading clearance procedures.
The shares of each Portfolio, when issued and paid for in accordance with the Portfolios Prospectus, will be fully paid and non-assessable shares. Each share of common stock of a Portfolio represents an equal proportional interest in the assets and liabilities of the Portfolio and has identical, non-cumulative voting, dividend, redemption liquidation, and other rights and preferences.
With respect to matters which require shareholder approval, shareholders are entitled to vote only with respect to matters which affect the interest of the class of shares (Portfolio) which they hold, except as otherwise required by applicable law. If liquidation of the Fund should occur, the Funds shareholders would be entitled to receive on a per class basis the assets of the particular Portfolio whose shares they own, as well as a proportionate share of Fund assets not attributable to any particular class. Ordinarily, the Fund does not intend to hold annual meetings of shareholders, except as required by the 1940 Act or other applicable law. The Funds bylaws provide that special meetings of shareholders shall be called at the written request of shareholders entitled to cast not less than a majority of the votes entitled to be cast at such meeting. Such meeting may be called to consider any matter, including the removal of one or more Directors. Shareholders will receive shareholder communications with respect to such matters as required by the 1940 Act, including semi-annual and annual financial statements of the Fund, the latter being audited.
Whenever the Feeder Portfolio, as an investor in its Master Fund, is asked to vote on a shareholder proposal, the Fund will solicit voting instructions from the Feeder Portfolios shareholders with respect to the proposal. The Directors of the Fund will then vote the Feeder Portfolios shares in the Master Fund in accordance with the voting instructions received from the Feeder Portfolios shareholders. The Directors of the Fund will vote shares of the Feeder Portfolio for which they receive no voting instructions in accordance with their best judgment. If a majority shareholder of the Master Fund declares bankruptcy, a majority in interest of the remaining shareholders in the Master Fund must vote to approve the continuing existence of the Master Fund or the Master Fund will be liquidated.
PRINCIPAL HOLDERS OF SECURITIES
[TO BE UPDATED IN THE 485(B) FILING: As of January 31, 2017, the following persons beneficially owned 5% or more of the outstanding stock of the Portfolios, as set forth below:
TAX-MANAGED U.S. MARKETWIDE VALUE PORTFOLIO
[Charles Schwab & Company, Inc.* 101 Montgomery Street San Francisco, CA 94104] |
[ | ]% | ||
[National Financial Services LLC* |
[ | ]% | ||
200 Liberty Street |
||||
One World Financial Center |
||||
New York, NY 10281] |
||||
[TD Ameritrade, Inc.* |
[ | ]% | ||
P.O. Box 2226 |
||||
Omaha, NE 68103] |
32
TAX-MANAGED U.S. TARGETED VALUE PORTFOLIO |
[Charles Schwab & Company, Inc.]* 1 |
[ | ]% | ||
[TD Ameritrade, Inc.]* 1 |
[ | ]% | ||
[National Financial Services LLC]* 1 |
[ | ]% |
TAX-MANAGED U.S. SMALL CAP PORTFOLIO |
[Charles Schwab & Company, Inc.]* 1 |
[ | ]% | ||
[National Financial Services LLC]* 1 |
[ | ]% | ||
[TD Ameritrade, Inc.]* 1 |
[ | ]% |
TAX-MANAGED DFA INTERNATIONAL VALUE PORTFOLIO |
[Charles Schwab & Company, Inc.]* 1 |
[ | ]% | ||
[National Financial Services LLC]* 1 |
[ | ]% | ||
[TD Ameritrade, Inc.]* 1 |
[ | ]% |
TAX-MANAGED U.S. EQUITY PORTFOLIO |
[Charles Schwab & Company, Inc.]* 1 |
[ | ]% | ||
[National Financial Services LLC]* 1 |
[ | ]% | ||
[TD Ameritrade, Inc.]* 1 |
[ | ]% |
T.A. U.S. CORE EQUITY 2 PORTFOLIO |
[Charles Schwab & Company, Inc.]* 1 |
[ | ]% | ||
[National Financial Services LLC]* 1 |
[ | ]% | ||
[TD Ameritrade, Inc.]* 1 |
[ | ]% |
T.A. WORLD EX U.S. CORE EQUITY PORTFOLIO |
[Charles Schwab & Company, Inc.]* 1 |
[ | ]% | ||
[National Financial Services LLC]* 1 |
[ | ]% | ||
[TD Ameritrade, Inc.]* 1 |
[ | ]% |
* | Owner of record only (omnibus). |
1 | See address for shareholder previously noted above in list. |
Shareholder inquiries may be made by writing or calling the Fund at the address or telephone number appearing on the cover of this SAI. Only those individuals whose signatures are on file for the account in question may receive specific account information or make changes in the account registration.
33
The following information supplements the information set forth in the Prospectus under the caption PURCHASE OF SHARES .
The Fund will accept purchase and redemption orders on each day that the New York Stock Exchange (NYSE) is scheduled to be open for business. However, no purchases by wire may be made on any day that the Federal Reserve System is closed. The Fund generally will be closed on days that the NYSE is closed. The NYSE generally 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, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Federal Reserve System is closed on the same days as the NYSE, except that it is open on Good Friday and closed on Columbus Day and Veterans Day. Orders for redemptions and purchases will not be processed if the Fund is closed.
The Fund reserves the right, in its sole discretion, to suspend the offering of shares of any or all Portfolios or reject purchase orders when, in the judgment of management, such suspension or rejection is in the best interest of the Fund or a Portfolio. Securities accepted in exchange for shares of a Portfolio will be acquired for investment purposes and will be considered for sale under the same circumstances as other securities in the Portfolio.
The Fund or its transfer agent may from time to time appoint a sub-transfer agent, such as a broker, for the receipt of purchase and redemption orders and funds from certain investors. With respect to purchases and redemptions through a sub-transfer agent, the Fund will be deemed to have received a purchase or redemption order when the sub-transfer agent receives the order. Shares of a Portfolio will be priced at the public offering price next calculated after receipt of the purchase or redemption order by the sub-transfer agent.
REDEMPTION AND TRANSFER OF SHARES
The following information supplements the information set forth in the Prospectus under the caption REDEMPTION OF SHARES .
The Fund may suspend redemption privileges or postpone the date of payment: (1) during any period when the NYSE is closed, or trading on the NYSE is restricted as determined by the SEC, (2) during any period when an emergency exists as defined by the rules of the SEC as a result of which it is not reasonably practicable for the Fund to dispose of securities owned by it, or fairly to determine the value of its assets and (3) for such other periods as the SEC may permit.
Shareholders may transfer shares of any Portfolio to another person by making a written request to the Portfolios transfer agent. The request should clearly identify the account and number of shares to be transferred, and include the signature of all registered owners. The signature on the letter of request must be guaranteed in the same manner as described in the Prospectus under REDEMPTION OF SHARES . As with redemptions, the written request must be received in good order before any transfer can be made.
The Fund has filed a notice of election under Rule 18f-1 of the 1940 Act that allows a Portfolio to redeem in-kind redemption requests of a certain amount. Specifically, if the amount being redeemed is over the lesser of $250,000 or 1% of a Portfolios net assets, the Portfolio has the right to redeem the shares by providing the amount that exceeds $250,000 or 1% of the Portfolios net assets in securities instead of cash. The securities distributed in-kind would be readily marketable and would be valued for this purpose using the same method employed in calculating the Portfolios net asset value per share. If a shareholder receives redemption proceeds in-kind, the shareholder should expect to incur transaction costs upon the disposition of the securities received in the redemption.
TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS
[TO BE UPDATED IN THE 485(B) FILING: The following is a summary of some of the federal income tax consequences of investing in a Portfolio (sometimes referred to as the Portfolio). Unless you are invested in the Portfolio through a qualified retirement plan, you should consider the tax implications of investing and consult your own tax advisor. No attempt is made to present a detailed explanation of the tax treatment of the Portfolio or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
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This TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS section is based on the Internal Revenue Code of 1986, as amended (the Code), and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Portfolio and its shareholders. Any of these changes or court decisions may have a retroactive effect.
Different tax rules may apply depending on how a Master Fund in which a Portfolio invests is organized for federal income tax purposes. The Tax-Managed U.S. Marketwide Value Portfolio invests in a Master Fund organized as a partnership for federal income tax purposes. These rules could affect the amount, timing or character of the income distributed to shareholders of a Portfolio.
Unless otherwise indicated, the discussion below with respect to a Portfolio includes in the case of a Feeder Portfolio invested in a Master Fund, its pro rata share of its corresponding Master Funds income and assets.
This is for general information only and not tax advice and does not purport to deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules. You should consult your own tax advisor regarding your particular circumstances before making an investment in the Portfolio.
Taxation of the Portfolio
The Portfolio has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC or portfolio) under Subchapter M of the Code. If the Portfolio qualifies, the Portfolio will not be subject to federal income tax on the portion of its investment company taxable income (that is, generally, taxable interest, dividends, net short-term capital gains, and other taxable ordinary income, net of expenses, without regard to the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Portfolio must satisfy the following requirements:
| Distribution Requirement the Portfolio must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Portfolio after the close of its taxable year that are treated as made during such taxable year). |
| Income Requirement the Portfolio must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs). |
| Asset Diversification Test the Portfolio must satisfy the following asset diversification test at the close of each quarter of the Portfolios tax year: (1) at least 50% of the value of the Portfolios assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Portfolio has not invested more than 5% of the value of the Portfolios total assets in securities of an issuer and as to which the Portfolio does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Portfolios total assets may be invested in the securities of any one issuer (other than U.S. Government securities or securities of other regulated investment companies) or of two or more issuers which the Portfolio controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of one or more QPTPs. |
In some circumstances, the character and timing of income realized by the Portfolio for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service (IRS) with respect to such type of investment may adversely affect the Portfolios ability to satisfy these requirements. See Tax Treatment of Portfolio Transactions below with respect to the application of these requirements to certain types of investments. In other circumstances, the Portfolio may be required to sell portfolio holdings in order to meet the Income
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Requirement, Distribution Requirement, or Asset Diversification Test which may have a negative impact on the Portfolios income and performance. In lieu of potential disqualification, the Portfolio is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
The Portfolio may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Portfolio uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Portfolio shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. If the IRS determines that the Portfolios allocation is improper and that the Portfolio has under-distributed its income and gain for any taxable year, the Portfolio may be liable for federal income and/or excise tax. If, as a result of such adjustment, the Portfolio fails to satisfy the Distribution Requirement, the Portfolio will not qualify that year as a regulated investment company, the effect of which is described in the following paragraph.
If for any taxable year the Portfolio does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Portfolios current and accumulated earnings and profits. Failure to qualify as a regulated investment company would thus have a negative impact on the Portfolios income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Portfolio will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Portfolio may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Portfolio as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Portfolio turnover. For investors that hold their Portfolio shares in a taxable account, a high portfolio turnover rate may result in higher taxes. This is because a portfolio with a high turnover rate is likely to accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable portfolio with a low turnover rate. Any such higher taxes would reduce the Portfolios after-tax performance. See Distributions of Capital Gains below. For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by the Portfolio may cause such investors to be subject to increased U.S. withholding taxes. See Non-U.S. Investors Capital gain dividends and short-term capital gain dividends below.
Capital loss carryovers . The capital losses of the Portfolio, if any, do not flow through to shareholders. Rather, the Portfolio may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Portfolio has a net capital loss (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the Portfolios net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Portfolios next taxable year, and the excess (if any) of the Portfolios net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Portfolios next taxable year. Any such net capital losses of the Portfolio that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Portfolio in succeeding taxable years. However, for any net capital losses realized in taxable years of the Portfolio beginning on or before December 22, 2010, the Portfolio is only permitted to carry forward such capital losses for eight years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a taxable year beginning on or before December 22, 2010. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% change in ownership of the Portfolio. An ownership change generally results when shareholders owning 5% or more of the Portfolio increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate (or, in the case of those realized in taxable years of the Portfolio beginning on or before December 22, 2010, to expire unutilized), thereby reducing the Portfolios ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Portfolios shareholders could result from an ownership change. The Portfolio undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another portfolio. Moreover, because of circumstances beyond the Portfolios control, there can be no assurance that the Portfolio will not experience, or has not already experienced, an ownership change.
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Deferral of late year losses . The Portfolio may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the Portfolios taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year in characterizing Portfolio distributions for any calendar year (see Distributions of Capital Gains below). A qualified late year loss includes:
| any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October capital losses), and |
| the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year. |
The terms specified losses and specified gains mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms ordinary losses and ordinary income mean other ordinary losses and income that are not described in the preceding sentence. Since the Portfolio has a fiscal year ending in October, the amount of qualified late-year losses (if any) is computed without regard to any items of income, gain, or loss that are (a) post-October capital losses, (b) specified losses, and (c) specified gains.
Undistributed capital gains . The Portfolio may retain or distribute to shareholders its net capital gain for each taxable year. The Portfolio currently intends to distribute net capital gains. If the Portfolio elects to retain its net capital gain, the Portfolio will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the Portfolio elects to retain its net capital gain, it is expected that the Portfolio also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Portfolio on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
Excise tax distribution requirements . To avoid a 4% nondeductible federal excise tax, the Portfolio must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (that is, the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year, and (3) any prior year undistributed ordinary income and capital gain net income. The Portfolio may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Portfolios taxable year. Also, the Portfolio will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar year after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Portfolio intends to make sufficient distributions prior to the end of each calendar year to avoid any material liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances, temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Portfolio having to pay an excise tax.
Foreign income tax . Investment income received by the Portfolio from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of the Portfolio. The United States has entered into tax treaties with many foreign countries which entitle the Portfolio to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Portfolio will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Portfolio may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Portfolio not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Portfolio on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Portfolios assets to be invested in various countries is not known. Under certain circumstances, the Portfolio may elect to pass-through foreign tax credits to shareholders, although it reserves the right not to do so. In some instances it may be more
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costly to pursue tax reclaims than the value of the benefits received by the Portfolio. If the Portfolio makes such an election and obtains a refund of foreign taxes paid by the Portfolio in a prior year, the Portfolio may be eligible to reduce the amount of foreign taxes reported by the Portfolio to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received. See, Investment in Foreign Securities Pass-through of foreign tax credits below.
Distributions of Net Investment Income
The Portfolio receives ordinary income generally in the form of dividends and/or interest on its investments. In the case of a Feeder Portfolio that invests in a Master Fund, the Portfolios income generally consists of its share of dividends and interest earned by the Master Fund. The Portfolio may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Portfolio, constitutes the Portfolios net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Portfolios earnings and profits. In the case of a Portfolio whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to shareholders by a Portfolio may be qualified dividends eligible to be taxed at reduced rates.
Distributions of Capital Gains
The Portfolio may realize a capital gain or loss in connection with sales or other dispositions of its portfolio securities. Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Portfolio. Any net capital gain of the Portfolio generally will be distributed once each year, and may be distributed more frequently, if necessary, to reduce or eliminate federal excise or income taxes on the Portfolio.
Returns of Capital
Distributions by the Portfolio that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Portfolio shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Portfolio shares. Return of capital distributions can occur for a number of reasons including, among others, the Portfolio over-estimates the income to be received from certain investments such as those classified as partnerships or equity real estate investment trusts (REITs) (see Tax Treatment of Portfolio Transactions Investments in U.S. REITs below).
Impact of Realized but Undistributed Income and Gains, and Net Unrealized Appreciation of Portfolio Securities
At the time of your purchase of shares, the Portfolios net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Portfolio. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable, and would be taxed as ordinary income (some portion of which may be taxed as qualified dividend income), capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Portfolio may be able to reduce the amount of such distributions from capital gains by utilizing its capital loss carryovers, if any.
Investment in Foreign Securities
The Portfolio may be subject to foreign withholding taxes on income from certain foreign securities. Tax conventions between certain countries and the United States may reduce or eliminate such taxes on the Portfolio and/or its shareholders. Any foreign withholding taxes could reduce the Portfolios distributions paid to you.
Pass-through of foreign tax credits . If at the end of the fiscal year more than 50% in value of the total assets of the Portfolio or in the case of a Feeder Portfolio more than 50% in value of the total assets of the Feeder Portfolio attributable from the Master Fund, are invested in securities of foreign corporations, the Portfolio may elect to pass through to its shareholders their pro rata share of foreign income taxes paid by the Portfolio (or Master Fund). If this election is made, the
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Portfolio may report more taxable income to you than it actually distributes. You will then be entitled either to deduct your share of these taxes in computing your taxable income or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders). The Portfolio will provide you with the information necessary to claim this deduction or credit on your personal income tax return if it makes this election. No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. The Portfolio (or Master Fund) reserves the right not to pass through to its shareholders the amount of foreign income taxes paid by the Portfolio (or Master Fund). Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See, Tax Treatment of Portfolio Transactions Securities lending below.
The amount of any foreign tax credits available to you (as a result of the pass-through to you of your pro rata share of foreign taxes paid by the Portfolio) will be reduced if you receive from the Portfolio qualifying dividends from qualifying foreign corporations that are subject to tax at reduced rates. Shareholders in these circumstances should talk with their personal tax advisors about their foreign tax credits and the procedures that they should follow to claim these credits on their personal income tax returns.
Effect of foreign debt investments on distributions . Most foreign exchange gains realized on the sale of debt securities are treated by the Portfolio as ordinary income for federal income tax purposes. Similarly, foreign exchange losses realized on the sale of debt securities generally are treated as ordinary losses. These gains when distributed are taxable to you as ordinary income, and any losses reduce the Portfolios ordinary income otherwise available for distribution to you. This treatment could increase or decrease the Portfolios ordinary income distributions to you, and may cause some or all of the Portfolios previously distributed income to be classified as a return of capital.
PFIC securities . The Portfolio may invest in securities of foreign entities that could be deemed for tax purposes to be PFICs. In general, a PFIC is any foreign corporation if 75% or more of its gross income for its taxable year is passive income, or 50% or more of its average assets (by value) are held for the production of passive income. When investing in PFIC securities, the Portfolio intends to mark-to-market these securities and recognize any unrealized gains as ordinary income at the end of its fiscal year. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that the Portfolio is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by the Portfolio. Due to various complexities in identifying PFICs, the Portfolio can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the Portfolio to make a mark-to-market election. If the Portfolio is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Portfolio may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Portfolio to its shareholders. Additional charges in the nature of interest may be imposed on the Portfolio in respect of deferred taxes arising from such distributions or gains. Any such taxes or interest charges could in turn reduce the Portfolios distributions paid to you.
Information on the Amount and Tax Character of Distributions
The Portfolio will inform you of the amount and character of your distributions at the time they are paid, and will advise you of the tax status of such distributions for federal income tax purposes shortly after the close of each calendar year. If you have not held Portfolio shares for a full year, the Portfolio may report to shareholders and distribute to you, as ordinary income, qualified dividends, or capital gains, and in the case of non-U.S. shareholders the Portfolio may further report and distribute as interest-related dividends and short-term capital gain dividends, a percentage of income that is not equal to the actual amount of such income earned during the period of your investment in the Portfolio. Taxable distributions declared by the Portfolio in December to shareholders of record in such month, but paid in January, are taxable to you as if they were paid in December.
Medicare Tax
A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income, including ordinary dividends and capital gain distributions received from the Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares,
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reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Sales, Exchanges and Redemptions of Portfolio Shares
In general . If you are a taxable investor, sales, exchanges and redemptions (including redemptions in kind) of Portfolio shares are taxable transactions for federal and state income tax purposes. If you redeem your Portfolio shares, the IRS requires you to report any gain or loss on your redemption. If you held your shares as a capital asset, the gain or loss that you realize will be capital gain or loss and will be long-term or short-term, generally depending on how long you have held your shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
Redemptions at a loss within six months of purchase . Any loss incurred on a redemption of shares of the Portfolio held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the Portfolio on those shares.
Wash sales . All or a portion of any loss that you realize on a redemption of your Portfolio shares will be disallowed to the extent that you buy other shares in the Portfolio (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares.
Tax basis information. The Portfolio is required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Portfolio (referred to as covered shares) and which are disposed of after that date. However, cost basis reporting is not required for certain shareholders, including shareholders investing in the Portfolio through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account. When required to report cost basis, the Portfolio will calculate it using the Portfolios default method of average cost, unless you instruct the Portfolio in writing to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the entire position is not sold at one time. The Portfolio does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Portfolio in writing if you intend to utilize a method other than average cost for covered shares.
In addition to the Portfolios default method of average cost, other cost basis methods offered by DFA, which you may elect to apply to covered shares, include:
| FIFO (First In, First Out) Shares acquired first are sold first. |
| LIFO (Last In, First Out) Shares acquired last are sold first. |
| HIFO (Highest Cost, First Out) Shares with the highest cost basis are sold first. |
| LOFO (Lowest Cost, First Out) Shares with the lowest cost basis are sold first. |
| LGUT (Loss/Gain Utilization) A method that evaluates losses and gains and then strategically selects lots based on that gain/loss in conjunction with a holding period. |
| Specific Lot Identification Identification by the shareholder of the shares the shareholder wants to sell or exchange at the time of each sale or exchange on the trade request. The original purchase dates and prices of the shares identified will determine the cost basis and holding period. |
You may elect any of the available methods detailed above for your covered shares. If you do not notify the Portfolio in writing of your elected cost basis method upon the initial purchase into your account, the default method of average cost will be applied to your covered shares. The cost basis for covered shares will be calculated separately from any noncovered shares (defined below) you may own. You may change from average cost to another cost basis method for
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covered shares at any time by notifying the Portfolio in writing, but only for shares acquired after the date of the change (the change is prospective). The basis of the shares that were averaged before the change will remain averaged after the date of the change.
The Portfolio may also provide Portfolio shareholders (but not the IRS) with information concerning the average cost basis of their shares purchased prior to January 1, 2012 or shares acquired on or after January 1, 2012 for which cost basis information is not known by the Portfolio (noncovered shares) in order to assist you with the calculation of gain or loss from a sale or redemption of noncovered shares. With the exception of the specific lot identification method, DFA first depletes noncovered shares with unknown cost basis in first in, first out order and then noncovered shares with known basis in first in, first out order before applying your elected method to your remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election for noncovered shares cannot be made by notifying the Portfolio.
The Portfolio will compute and report the cost basis of your Portfolio shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the case of covered shares, to the IRS. However the Portfolio is not required to, and in many cases the Portfolio does not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore shareholders should carefully review the cost basis information provided by the Portfolio, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Portfolio as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.
If you hold your Portfolio shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account.
Tax shelter reporting . Under Treasury regulations, if a shareholder recognizes a loss with respect to the Portfolios shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
U.S. Government Securities
To the extent the Portfolio (or in the case of a Feeder Portfolio, the Master Fund) invests in certain U.S. Government obligations, dividends paid by the Portfolio to shareholders that are derived from interest on these obligations should be exempt from state and local personal income taxes, subject in some states to minimum investment or reporting requirements that must be met by the Portfolio or the Feeder Portfolios corresponding Master Fund. The income on portfolio investments in certain securities, such as repurchase agreements, commercial paper and federal agency-backed obligations (e.g., Government National Mortgage Association (GNMA) or Federal National Mortgage Association (FNMA) securities), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporate shareholders.
Qualified Dividend Income for Individuals
Amounts reported by the Portfolio to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Portfolio (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Portfolio and the investor must meet certain holding period requirements to qualify Portfolio dividends for this treatment. Specifically, the Portfolio must hold the
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stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, investors must hold their Portfolio shares for at least 61 days during the 121-day period beginning 60 days before the Portfolio distribution goes ex-dividend. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Portfolio is equal to or greater than 95% of the Portfolios gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Portfolio will be qualifying dividend income.
Dividends-Received Deduction for Corporations
For corporate shareholders, a portion of the dividends paid by the Portfolio may qualify for the 70% corporate dividends-received deduction. The portion of dividends paid by the Portfolio that so qualifies will be reported by the Portfolio to shareholders each year and cannot exceed the gross amount of dividends received by the Portfolio from domestic (U.S.) corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Portfolio and the investor. Specifically, the amount that the Portfolio may report as eligible for the dividends-received deduction will be reduced or eliminated if the shares on which the dividends earned by the Portfolio were debt-financed or held by the Portfolio for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Portfolio shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Portfolio dividends on your shares may also be reduced or eliminated. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in your alternative minimum taxable income calculation. Income derived by the Portfolio from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
Limitation on Deductibility of Losses
Losses incurred on the sale of securities by the Portfolio (or corresponding Master Fund) to another Portfolio or Master Fund will be disallowed if, as of the date of sale, the selling and purchasing portfolios are considered related parties. If the selling and purchasing portfolios are both corporations, they are treated as related parties if five or fewer persons, who are individuals, estates or trusts, own, directly or indirectly, more than 50% of the outstanding shares in both the selling and purchasing portfolios. If the selling and purchasing portfolios are both Master Funds (i.e., both partnerships) or a Master Fund and a Portfolio (i.e., a partnership and a corporation), they are treated as related parties if the same persons own, directly or indirectly, more than 50% of the outstanding shares in both the selling and purchasing portfolios. Under attribution rules, the shareholders of a Feeder Portfolio would be considered to own the shares of the corresponding Master Fund on a pro rata basis for purposes of applying the loss disallowance rule. Other attribution rules may apply.
Tax Treatment of Portfolio Transactions
Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a portfolio and, in turn, affect the amount, character and timing of dividends and distributions payable by the portfolio to its shareholders. This section should be read in conjunction with the discussion in the Prospectus under Principal Investment Strategies and Principal Risks for a detailed description of the various types of securities and investment techniques that apply to the Portfolio.
In general . In general, gain or loss recognized by a portfolio on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments . Gain recognized on the disposition of a debt obligation purchased by a portfolio at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the portfolio held the debt obligation unless the portfolio made a current inclusion election to accrue market discount into income as it accrues. If a portfolio purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the portfolio
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generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a portfolios investment in such securities may cause the portfolio to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a portfolio may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of portfolio shares.
Investments in debt obligations that are at risk of or in default present tax issues for a portfolio . Tax rules are not entirely clear about issues such as whether and to what extent a portfolio should recognize market discount on a debt obligation, when a portfolio may cease to accrue interest, original issue discount or market discount, when and to what extent a portfolio may take deductions for bad debts or worthless securities and how a portfolio should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a portfolio in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions . In general, option premiums received by a portfolio are not immediately included in the income of the portfolio. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the portfolio transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a portfolio is exercised and the portfolio sells or delivers the underlying stock, the portfolio generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received by the portfolio minus (b) the portfolios basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a portfolio pursuant to the exercise of a put option written by it, the portfolio generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a portfolios obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the portfolio is greater or less than the amount paid by the portfolio (if any) in terminating the transaction. Thus, for example, if an option written by a portfolio expires unexercised, the portfolio generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a portfolio as well as listed non-equity options written or purchased by the portfolio on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a portfolio at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a portfolios transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a portfolio are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the portfolio, defer losses to the portfolio, and cause adjustments in the holding periods of the portfolios securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a portfolio has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a portfolio-level tax.
Certain of a portfolios investments in derivatives and foreign currency-denominated instruments, and the portfolios transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a portfolios book income is less than the sum of its taxable income and net tax-exempt income (if any), the portfolio could be required to make distributions exceeding book income to qualify as a regulated investment company. If a portfolios book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the portfolios remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
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Foreign currency transactions . A portfolios transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a portfolios ordinary income distributions to you, and may cause some or all of the portfolios previously distributed income to be classified as a return of capital. In certain cases, a portfolio may make an election to treat such gain or loss as capital.
Investments in non-U.S. REITs . While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a portfolio in a non-U.S. REIT may subject the portfolio, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The portfolios pro rata share of any such taxes will reduce the portfolios return on its investment. A portfolios investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in Investment in Foreign Securities PFIC securities . Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in Taxation of the Portfolio Foreign income tax . Also, the portfolio in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate.
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a portfolio will be treated as long term capital gains by the portfolio and, in turn, may be distributed by the portfolio to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a portfolio, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs current and accumulated earnings and profits. Also, see Tax Treatment of Portfolio Transactions Investment in taxable mortgage pools (excess inclusion income) and Non-U.S. Investors Investment in U.S. real property with respect to certain other tax aspects of investing in U.S. REITs.
Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a portfolios income from a U.S. REIT that is attributable to the REITs residual interest in a real estate mortgage investment conduit (REMIC) or equity interests in a taxable mortgage pool (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a portfolio, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a portfolio will not allocate to shareholders excess inclusion income.
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These rules are potentially applicable to a portfolio with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a portfolio that has a non-REIT strategy.
Investments in partnerships and qualified publicly traded partnerships (QPTP). For purposes of the Income Requirement, income derived by a portfolio from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the portfolio. While the rules are not entirely clear with respect to a portfolio investing in a partnership outside a master-feeder structure, for purposes of testing whether a portfolio satisfies the Asset Diversification Test, the portfolio generally is treated as owning a pro rata share of the underlying assets of a partnership. See Taxation of the Portfolio Qualification as a regulated investment company . In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a portfolio from an interest in a QPTP will be treated as qualifying income but the portfolio may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a portfolio to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a portfolio with respect to items attributable to an interest in a QPTP. Portfolio investments in partnerships, including in QPTPs, may result in the portfolios being subject to state, local or foreign income, franchise or withholding tax liabilities.
Securities lending . While securities are loaned out by a portfolio, the portfolio generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends received deduction for corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders.
Investments in convertible securities. Convertible debt is ordinarily treated as a single property consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holders exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles.
Investments in securities of uncertain tax character . A portfolio may invest in securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by a portfolio, it could affect the timing or character of income recognized by the fund, requiring the portfolio to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.
Backup Withholding
By law, the Portfolio may be required to withhold a portion of your taxable dividends and sales proceeds unless you:
| provide your correct social security or taxpayer identification number, |
| certify that this number is correct, |
| certify that you are not subject to backup withholding, and |
| certify that you are a U.S. person (including a U.S. resident alien). |
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The Portfolio also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting. The special U.S. tax certification requirements applicable to non-U.S. investors to avoid backup withholding are described under the Non-U.S. Investors heading below.
Non-U.S. Investors
Non-U.S. investors (shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In general. The United States imposes a flat 30% withholding tax (or a withholding tax at a lower treaty rate) on U.S. source dividends, including on income dividends paid to you by the Portfolio. Exemptions from this U.S. withholding tax are provided for capital gain dividends paid by the Portfolio from its net long-term capital gains, interest-related dividends paid by the Portfolio from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Portfolio shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.
Capital gain dividends and short-term capital gain dividends. In general, (i) a capital gain dividend reported by the Portfolio to shareholders as paid from its net long-term capital gains or (ii) a short-term capital gain dividend reported by the Portfolio to shareholders as paid from its net short-term capital gains, other than long- or short-term capital gains realized on disposition of U.S. real property interests (see the discussion below) are not subject to U.S. withholding tax unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.
Interest-related dividends. Dividends reported by the Portfolio to shareholders as interest-related dividends and paid from its qualified net interest income from U.S. sources are not subject to U.S. withholding tax. Qualified interest income includes, in general, U.S. source (1) bank deposit interest, (2) short-term original discount, (3) interest (including original issue discount, market discount, or acquisition discount) on an obligation which is in registered form, unless it is earned on an obligation issued by a corporation or partnership in which the Portfolio is a 10-percent shareholder or is contingent interest, and (4) any interest-related dividend from another regulated investment company. On any payment date, the amount of an income dividend that is reported by the Portfolio to shareholders as an interest-related dividend may be more or less than the amount that is so qualified. This is because the reporting of interest-related dividends is based on an estimate of the Portfolios qualified net interest income for its entire fiscal year, which can only be determined with exactness at fiscal year-end. As a consequence, the Portfolio may over withhold a small amount of U.S. tax from a dividend payment. In this case, the non-U.S. investors only recourse may be to either forgo recovery of the excess withholding or to file a United States nonresident income tax return to recover the excess withholding.
Further limitations on tax reporting for interest-related dividends and short-term capital gain dividends for non-U.S. investors. It may not be practical in every case for the Portfolio to report to shareholders, and the Portfolio reserves the right in these cases to not report, small amounts of interest-related dividends or short-term capital gain dividends. Additionally, the Portfolios reporting of interest-related dividends or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operational constraints.
Net investment income from dividends on stock and foreign source interest income continue to be subject to withholding tax; foreign tax credits . Ordinary dividends paid by the Portfolio to non-U.S. investors on the income earned on portfolio investments in (i) the stock of domestic and foreign corporations, and (ii) the debt of foreign issuers continue to be subject to U.S. withholding tax. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
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Income effectively connected with a U.S. trade or business . If the income from the Portfolio is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Portfolio will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
Investment in U.S. real property . The Portfolio may invest in equity securities of corporations that invest in U.S. real property, including U.S. REITs. The sale of a U.S. real property interest (USRPI) by the Portfolio or by a U.S. REIT or U.S. real property holding corporation in which the Portfolio invests may trigger special tax consequences to the Portfolios non-U.S. shareholders.
The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes non-U.S. persons subject to U.S. tax on disposition of a USRPI as if he or she were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Code provides a look-through rule for distributions of FIRPTA gain by a RIC received from a U.S. REIT or another RIC classified as a U.S. real property holding corporation or realized by the RIC on a sale of a USRPI (other than a domestically controlled U.S. REIT or RIC that is classified as a qualified investment entity) if all of the following requirements are met:
| The RIC is classified as a qualified investment entity. A RIC is classified as a qualified investment entity with respect to a distribution to a non-U.S. person which is attributable directly or indirectly to a sale or exchange of a USRPI if, in general, 50% or more of the RICs assets consist of interests in U.S. REITs and U.S. real property holding corporations, and |
| You are a non-U.S. shareholder that owns more than 5% of a class of Portfolio shares at any time during the one-year period ending on the date of the distribution. |
| If these conditions are met, such Portfolio distributions to you are treated as gain from the disposition of a USRPI, causing the distributions to be subject to U.S. withholding tax at a rate of 35% (unless reduced by future regulations), and requiring that you file a nonresident U.S. income tax return. |
| In addition, even if you do not own more than 5% of a class of Portfolio shares, but the Portfolio is a qualified investment entity, such Portfolio distributions to you will be taxable as ordinary dividends rather than as a capital gain dividend (a distribution of long-term capital gains) or a short-term capital gain dividend subject to withholding at the 30% or lower treaty withholding rate. |
Because the Portfolio expects to invest less than 50% of its assets at all times, directly or indirectly, in U.S. real property interests, the Portfolio expects that neither gain on the sale or redemption of Portfolio shares nor Portfolio dividends and distributions will be subject to FIRPTA reporting and tax withholding.
U.S. estate tax . Transfers by gift of shares of the Portfolio by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a non-U.S. shareholder will nevertheless be subject to U.S. federal estate tax with respect to Portfolio shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Portfolio shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to U.S. situs assets with a value of $60,000). For estates with U.S. situs assets of not more than $60,000, the Portfolio may accept, in lieu of a transfer certificate, an affidavit from an appropriate individual evidencing that decedents U.S. situs assets are below this threshold amount.
U.S. tax certification rules . Special U.S. tax certification requirements may apply to non-U.S. shareholders both to avoid U.S. backup withholding imposed at a rate of 28% and to obtain the benefits of any treaty between the United States and the shareholders country of residence. In general, if you are a non-U.S. shareholder, you must provide a Form W-8 BEN (or other applicable Form W-8) to establish that you are not a U.S. person, to claim that you are the beneficial owner of the income and, if applicable, to claim a reduced rate of, or exemption from, withholding as a resident of a country with which the United States has an income tax treaty. A Form W-8BEN provided without a U.S. taxpayer identification number will remain in effect for a period beginning on the date signed and ending on the last day of the third succeeding calendar year unless an earlier change of circumstances makes the information on the form incorrect. Certain payees and payments are exempt from backup withholding.
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The tax consequences to a non-U.S. shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Non-U.S. shareholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Portfolio, including the applicability of foreign tax.
Foreign Account Tax Compliance Act (FATCA). Under FATCA, the Portfolio will be required to withhold a 30% tax on payments or distributions made by the Portfolio to certain foreign entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE): (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions, and the proceeds arising from the sale of Portfolio shares. The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA; an entity in one of those countries may be required to comply with the terms of an IGA instead of U.S. Treasury regulations.
An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a participating FFI, which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFIs country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the U.S. and the FFIs country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Portfolio can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the Portfolio or other applicable withholding agent, which will, in turn, report the information to the IRS.
Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Portfolio will need to provide the Portfolio with documentation properly certifying the entitys status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult their own tax advisors regarding the impact of these requirements on their investment in the Portfolio. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.]
Effect of Future Legislation; Local Tax Considerations
The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. Future legislative or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in the Portfolio.
The Board of Directors of the Fund and the Board of Trustees of the Trust have delegated the authority to vote proxies for the portfolio securities held by the non-Feeder Portfolios and Master Fund to the Advisor in accordance with the Proxy Voting Policies and Procedures (the Voting Policies) and Proxy Voting Guidelines (Voting Guidelines) adopted by the Advisor. The Voting Guidelines are largely based on those developed by Institutional Shareholder Services, Inc.
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(ISS), an independent third-party proxy service provider, except with respect to certain matters for which the Advisor has modified the standard voting guidelines. A concise summary of the Voting Guidelines is provided in an Appendix to this SAI.
The Investment Committee at the Advisor is generally responsible for overseeing the Advisors proxy voting process. The Investment Committee has formed a Corporate Governance Committee composed of certain officers, directors and other personnel of the Advisor and has delegated to its members authority to (i) oversee the voting of proxies and third-party proxy service providers, (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 Corporate Governance 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 the Advisor to vote proxies on behalf of the Portfolios and Master Fund, including all authorized traders of the Advisor.
The Advisor seeks to vote (or refrains from voting) proxies in a manner that the Advisor determines is in the best interests of the non-Feeder Portfolios and Master Fund and which seeks to maximize the value of the non-Feeder Portfolios and Master Funds investments. Generally, the Advisor analyzes proxy statements on behalf of the non-Feeder Portfolios and Master Fund and instructs the vote (or refrains from voting) in accordance with the Voting Policies and the Voting Guidelines. Since most proxies the Advisor receives are instructed to be voted in accordance with the Voting Guidelines, proxies voted should not result from conflicts of interest. However, the Voting Policies do address the procedures to be followed if a conflict of interest arises between the interests of the non-Feeder Portfolios or Master Fund, and the interests of the Advisor or its affiliates. If a Corporate Governance Committee (Committee) member has actual knowledge of a 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 non-Feeder Portfolios and Master Fund. To the extent the Committee makes a determination regarding how to vote or to abstain for a proxy on behalf of a non-Feeder Portfolio or Master Fund in the circumstances described in this paragraph, the Advisor will report annually on such determinations to the Board of Directors of the Fund or Board of Trustees of the Trust, as applicable.
The Advisor will usually instruct voting of 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, the Advisor reserves the right to instruct votes counter to the Voting Guidelines if, after a review of the matter, the Advisor believes that the best interests of the Portfolio or Master Fund would be served by such a vote. In such a circumstance, the analysis will be documented in writing and periodically presented to the Corporate Governance Committee. To the extent that the Voting Guidelines do not cover potential voting issues, the Advisor will instruct the vote on such issues in a manner that is consistent with the spirit of the Voting Guidelines and that the Advisor believes would be in the best interests of the Portfolio or Master Fund.
In some cases, the Advisor may determine that it is in the best interests of a Portfolio or Master Fund to refrain from exercising proxy voting rights. The Advisor may determine that voting is not in the best interest of a Portfolio or Master Fund and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of the Advisor, exceed the expected benefits of voting. For securities on loan, the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting votes. It is the Advisors 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 the Advisor recalling loaned securities in order to ensure they are voted. The Advisor does intend to recall securities on loan if based upon information in the Advisors possession, it determines that voting the securities is likely to materially affect the value of the Portfolios or Master Funds investment and that it is in the Portfolios or Master Funds best interests to do so . In cases where the Advisor does not receive a solicitation or enough information within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor or its service provider may be unable to vote.
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. The Advisor does not intend to vote proxies of non-U.S. companies if the Advisor determines that the expected economic costs from voting outweigh the anticipated economic benefit to a Portfolio or Master Fund associated with voting. The Advisor intends to make its determination on whether to vote proxies of non-U.S.
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companies on a portfolio-by-portfolio basis, and generally seeks to implement uniform voting procedures for all proxies of companies in a country. The Advisor 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 the Advisors decision of whether or not to vote. In the event the Advisor is made aware of and believes an issue to be voted is likely to materially affect the economic value of a Portfolio or Master Fund, that its vote is reasonably likely to influence the ultimate outcome of the contest, and the expected benefits of voting the proxies exceed the costs, the Advisor will seek to make every reasonable effort to vote such proxies.
The Advisor and the Fund have retained ISS to provide certain services with respect to proxy voting. ISS will provide information on shareholder meeting dates and proxy materials; translate proxy materials printed in a foreign language; provide research on proxy proposals and voting recommendations in accordance with the Voting Guidelines; effect votes on behalf of the Portfolios and Master Fund; and provide reports concerning the proxies voted (Proxy Voting Services). In addition, the Advisor may retain the services of supplemental third-party proxy service providers to provide research, among other things, on proxy proposals and voting recommendations for certain shareholder meetings, as identified in the Voting Guidelines. Although the Advisor retains third-party service providers for proxy issues, the Advisor remains responsible for proxy voting decisions. In this regard, the Advisor uses commercially reasonable efforts to oversee the directed delegation to third-party proxy voting service providers, upon which the Advisor relies to carry out the Proxy Voting Services. Prior to the selection of a new third-party proxy service provider and annually thereafter or more frequently if deemed necessary by the Advisor, the Corporate Governance Committee will consider whether the proxy service provider (i) has the capacity and competency to adequately analyze proxy issues and (ii) can make its recommendations in an impartial manner and in the best interests of the Advisors clients. In the event that the Voting Guidelines are not implemented precisely as the Advisor intends because of the actions or omissions of any third party service providers, custodians or sub-custodians or other agents or any such persons experience any irregularities (e.g., misvotes or missed votes), then such instances will not necessarily be deemed by the Advisor as a breach of the Voting Policies.
Information regarding how each of the Portfolios and Master Fund voted proxies related to its portfolio securities during the 12 month period ended June 30 of each year is available, no later than August 31 of each year, without charge, (i) on the Advisors website at http://us.dimensional.com and (ii) on the SECs website at http://www.sec.gov.
DISCLOSURE OF PORTFOLIO HOLDINGS
The Advisor and the Board of Directors of the Fund and the Board of Trustees of the Trust (together, the Board) have adopted a policy (the Policy) to govern disclosure of the portfolio holdings of the Portfolios and Master Fund (Holdings Information), and to prevent the misuse of material non-public Holdings Information. The Advisor has determined that the Policy and its procedures (1) are reasonably designed to ensure that disclosure of Holdings Information is in the best interests of the shareholders of the Portfolios, and (2) appropriately address the potential for material conflicts of interest.
Disclosure of Holdings Information as Required by Applicable Law . Holdings Information (whether a partial listing of portfolio holdings or a complete listing of portfolio holdings) shall be disclosed to any person as required by applicable law, rules and regulations.
Online Disclosure of Portfolio Holdings Information . Each Portfolio and Master Fund generally disclose up to twenty-five of its largest portfolio holdings (or with respect to the Feeder Portfolio, up to the twenty-five largest portfolio holdings of its Master Fund) and the percentages that each of the largest portfolio holdings represent of the Portfolios or Master Funds total assets (largest holdings), as of the most recent month-end, online at the Advisors public website, http://us.dimensional.com, within twenty days after the end of each month. This online disclosure may also include information regarding the Portfolios or Master Funds industry allocations. Each Portfolio and Master Fund generally disclose its complete Holdings Information (or with respect to the Feeder Portfolio, the Holdings Information of its Master Fund) (other than cash and cash equivalents), as of month-end, online at the Advisors public website, http://us.dimensional.com, 30 days following the month-end, or more frequently and at different periods when authorized by a Designated Person (as defined below).
Disclosure of Holdings Information to Recipients . Each of the Advisors Chairman, Director of Institutional Services, Head of Portfolio Management and Trading and General Counsel (together, the Designated Persons) may authorize disclosing non-public Holdings Information more frequently or at different periods than as described above solely to those financial advisors, registered accountholders, authorized consultants, authorized custodians, or third-party data
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service providers (each a Recipient) who: (i) specifically request the more current non-public Holdings Information and (ii) execute a Use and Nondisclosure Agreement (each a Nondisclosure Agreement). Each Nondisclosure Agreement subjects the Recipient to a duty of confidentiality with respect to the non-public Holdings Information, and prohibits the Recipient from trading based on the non-public Holdings Information. Any non-public Holdings Information that is disclosed shall not include any material information about a Portfolios or Master Funds trading strategies or pending portfolio transactions. The non-public Holdings Information provided to a Recipient under a Nondisclosure Agreement, unless indicated otherwise, is not subject to a time delay before dissemination. Designated Persons may also approve the distribution of Holdings Information for a Portfolio more frequently or at a period other than as described above.
[ TO BE UPDATED IN THE 485(B) FILING: As of January 31, 2017, the Advisor and the Portfolios and Master Fund for the Feeder Portfolio had ongoing arrangements with the following Recipients to make available non-public Holdings Information:
Recipient |
Business Purpose |
Frequency |
||
Cambridge Associates Limited | Monitoring investor exposure and investment strategy | Quarterly | ||
Citibank, N.A. | Fund Custodian | Daily | ||
Citibank, N.A. | Middle office operational support service provider to the Advisor | Daily | ||
Financial Risk Group | Monitoring investor exposure and investment strategy | Upon Request | ||
Gavion LLC | Monitoring investor exposure and investment strategy | Upon Request | ||
Harbor Capital Advisors, Inc. | Monitoring investor exposure and investment strategy | Upon Request | ||
Kaiser Permanente | Monitoring investor exposure and investment strategy | Upon Request | ||
Kaspick & Co. | Monitoring investor exposure and investment strategy | Upon Request | ||
Margaret A Cargill- Akaloa Resource Foundation | Monitoring investor exposure and investment strategy | Upon Request | ||
Margaret A Cargill- Anne Ray Charitable Trust | Monitoring investor exposure and investment strategy | Upon Request | ||
Mercer Investment Consulting, Inc. | Monitoring investor exposure and investment strategy | Quarterly | ||
Memorial Hermann Health System | Monitoring investor exposure and investment strategy | Upon Request | ||
Merck & Co., Inc. | Monitoring investor exposure and investment strategy | Upon Request | ||
Peirce Park Group | Monitoring investor exposure and investment strategy | Upon Request | ||
PricewaterhouseCoopers LLP | Independent registered public accounting firm | Upon Request | ||
Pricing Service Vendor | Fair value information services | Daily | ||
State Street Bank and Trust Company | Fund Administrator, Accounting Agent, Transfer Agent and Custodian | Daily | ||
University of South Florida Foundation | Monitoring investor exposure and investment strategy | Upon Request] |
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In addition, certain employees of the Advisor and its subsidiaries receive Holdings Information on a quarterly, monthly or daily basis, or upon request, in order to perform their business functions. None of the Portfolios, the Master Fund, the Advisor or any other party receives any compensation in connection with these arrangements.
The Policy includes the following procedures to ensure that disclosure of Holdings Information is in the best interests of shareholders, and to address any conflicts between the interests of shareholders, on the one hand, and the interests of the Advisor, DFAS or any affiliated person of the Fund, the Trust, the Advisor or DFAS, on the other. In order to protect the interests of shareholders and the Portfolios, and to ensure no adverse effect on shareholders, in the limited circumstances where a Designated Person is considering making non-public Holdings Information available to a Recipient, the Advisors Director of Institutional Services and the Chief Compliance Officer will consider any conflicts of interest. If the Chief Compliance Officer, following appropriate due diligence, determines in his or her reasonable business judgment that: (1) the Portfolio has a legitimate business purpose for providing the non-public Holdings Information to a Recipient, and (2) disclosure of non-public Holdings Information to the Recipient would be in the interests of the shareholders and outweighs possible reasonably anticipated adverse effects, then the Chief Compliance Officer may approve the proposed disclosure.
The Chief Compliance Officer documents all disclosures of non-public Holdings Information (including the legitimate business purpose for the disclosure), and periodically reports to the Board on such arrangements. The Chief Compliance Officer also is responsible for ongoing monitoring of the distribution and use of non-public Holdings Information. Such arrangements are reviewed by the Chief Compliance Officer on an annual basis. Specifically, the Chief Compliance Officer requests an annual certification from each Recipient that the Recipient has complied with all terms contained in the Nondisclosure Agreement. Recipients who fail to provide the requested certifications are prohibited from receiving non-public Holdings Information.
The Board exercises continuing oversight of the disclosure of Holdings Information by: (1) overseeing the implementation and enforcement of the Policy by the Chief Compliance Officer of the Advisor and of the Fund; (2) considering reports and recommendations by the Chief Compliance Officer concerning the implementation of the Policy and any material compliance matters that may arise in connection with the Policy; and (3) considering whether to approve or ratify any amendments to the Policy. The Advisor and the Board reserve the right to amend the Policy at any time, and from time to time without prior notice, in their sole discretion.
Prohibitions on Disclosure of Portfolio Holdings and Receipt of Compensation . No person is authorized to disclose Holdings Information or other investment positions (whether online at http://us.dimensional.com, in writing, by fax, by e-mail, orally or by other means) except in accordance with the Policy. In addition, no person is authorized to make disclosure pursuant to the Policy if such disclosure is otherwise in violation of the antifraud provisions of the federal securities laws.
The Policy prohibits a Portfolio, the Advisor or an affiliate thereof from receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of non-public Holdings Information or other investment positions. Consideration includes any agreement to maintain assets in a Portfolio or in other investment companies or accounts managed by the Advisor or by any affiliated person of the Advisor.
The Policy and its procedures are intended to provide useful information concerning the Portfolios to existing and prospective shareholders, while at the same time preventing the improper use of Holdings Information. However, there can be no assurance that the furnishing of any Holdings Information is not susceptible to inappropriate uses, particularly in the hands of sophisticated investors, or that the Holdings Information will not in fact be misused in other ways, beyond the control of the Advisor.
PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042, is the Funds independent registered public accounting firm. PwC audits the Funds annual financial statements. The audited financial statements and financial highlights of the Portfolios for the fiscal year ended October 31, 2016, as set forth in the Funds annual reports to shareholders, including the report of PwC, are incorporated by reference into this SAI.
The audited financial statements of The Tax-Managed U.S. Marketwide Value Series (which is a series of the Trust) for the fiscal year ended October 31, 2016, as set forth in the Trusts annual report to shareholders, including the report of PwC, are incorporated by reference into this SAI.
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A shareholder may obtain a copy of the annual reports, upon request and without charge, by contacting the Fund at the address or telephone number appearing on the cover of this SAI.
The Portfolios and the Master Fund may compare their investment performance to appropriate market and mutual fund indices and investments for which reliable performance data is available. Such indices are generally unmanaged and are prepared by entities and organizations, which track the performance of investment companies or investment advisors. Unmanaged indices often do not reflect deductions for administrative and management costs and expenses. The performance of the Portfolios and Master Fund may also be compared in publications to averages, performance rankings, or other information prepared by recognized mutual fund statistical services. Any performance information, whether related to the Portfolios or Master Fund or to the Advisor, should be considered in light of a Portfolios investment objectives and policies, characteristics and the quality of the portfolio and market conditions during the time period indicated and should not be considered to be representative of what may be achieved in the future.
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APPENDIX
U.S. PROXY VOTING CONCISE GUIDELINES
Effective for Meetings on or after February 1, 2016
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), and may in certain circumstances purchase research from other third parties as well.
Specifically, if available, the Advisor may obtain research from Glass Lewis or other third parties 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. Except as otherwise provided herein or in the Policy, 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 Corporate Governance Committees (or its designees) determination considering the principle of preserving shareholder value. Irrespective of whether the recommendations contained in the research reports from ISS and Glass Lewis are the same or inconsistent, the Corporate Governance Committee (or its designees) will vote on proxies relating to mergers and acquisitions, say-on-pay, or election of directors of companies that have a poison pill as the Corporate Governance Committee (or its designees) determines, considering the principle of preserving shareholder value; provided, however, that if a conflict of interest or potential conflict of interest exists, the matter shall be brought before the Corporate Governance Committee for consideration as provided for in the Policy.
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, or 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. |
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Board of Directors:
Voting on Director Nominees in Uncontested Elections
Generally vote FOR director nominees, except under the following circumstances:
1. Accountability
Vote AGAINST 1 or WITHHOLD from the entire board of directors (except new nominees 2 , who should be considered CASE-BY-CASE) for the following:
Problematic Takeover Defenses
Classified Board Structure:
1.1. | The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. 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. |
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 it cannot be determined whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a new nominee if he or she joined the board within the 12 months prior to the upcoming shareholder meeting.
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Poison Pills 3 :
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, chronological sequence and duration, as well as the companys efforts at remediation or corrective actions, in determining whether WITHHOLD/AGAINST votes are warranted. |
3 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director also serves as a director for another company that has (i) adopted a poison pill for any purpose other than protecting such other companys net operating losses, or (ii) failed to eliminate a poison pill following a proxy contest in which a majority of directors were replaced.
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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 companys previous say-on-pay proposal received the support of less than 70 percent of votes cast, taking into account: |
● | The companys 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 companys ownership structure; and |
● | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Unilateral Bylaw/Charter Amendments
1.17. | Generally vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board (except new nominees, who should be considered CASE-BY-CASE) if the board amends the companys bylaws or charter without shareholder approval in a manner that materially diminishes shareholders rights or that could adversely impact shareholders, considering the following factors, as applicable: |
● | The boards rationale for adopting the bylaw/charter amendment without shareholder ratification; |
● | Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
● | The level of impairment of shareholders rights caused by the boards unilateral amendment to the bylaws/charter; |
● | The boards track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
● | The companys ownership structure; |
● | The companys existing governance provisions; |
● | The timing of the boards amendment to the bylaws/charter in connection with a significant business development; and |
● | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
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Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote CASE-BY-CASE on director nominees. Generally vote AGAINST (except new nominees, who should be considered CASE-BY-CASE) if the directors:
● | Classified the board; |
● | Adopted supermajority vote requirements to amend the bylaws or charter; or |
● | Eliminated shareholders ability to amend bylaws. |
1.18. | For newly public companies, generally vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board (except new nominees, who should be considered CASE-BY-CASE) if, prior to or in connection with the companys public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, considering the following factors: |
The level of impairment of shareholders rights caused by the provision;
● | The disclosed rationale for adopting the provision; |
● | The ability to change the governance structure in the future (e.g., limitations on shareholders right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
● | The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; and, |
● | A public commitment to put the provision to a shareholder vote within three years of the date of the initial public offering. |
Unless the adverse provision is reversed or submitted to a vote of public shareholders, vote CASE-BY-CASE on director nominees in subsequent years.
Governance Failures
Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board, due to:
1.19. | Material failures of governance, stewardship, risk oversight 4 , or fiduciary responsibilities at the company; |
1.20. | Failure to replace management as appropriate; or |
1.21. | 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. |
4 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.
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2. Responsiveness
Vote CASE-BY-CASE on individual directors, committee members, or the entire board of directors (as appropriate) if:
2.1. | The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are: |
● | Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
● | Rationale provided in the proxy statement for the level of implementation; |
● | The subject matter of the proposal; |
● | The level of support for and opposition to the resolution in past meetings; |
● | Actions taken by the board in response to the majority vote and 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. |
2.2. | The board failed to act on takeover offers where the majority of shares are tendered; |
2.3. | 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; |
2.4. | 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; or |
2.5. | The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account: |
● | The boards rationale for selecting a frequency that is different from the frequency that received a plurality; |
● | The companys ownership structure and vote results; |
● | ISS analysis of whether there are compensation concerns or a history of problematic compensation practices; and |
● | The previous years support level on the companys say-on-pay proposal. |
3. Composition
Attendance at Board and Committee Meetings:
3.1. | Generally vote AGAINST or WITHHOLD from directors (except new nominees, who should be considered CASE-BY-CASE 5 ) 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: |
5 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.
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● | Medical issues/illness; |
● | Family emergencies; and |
● | Missing only one meeting (when the total of all meetings is three or fewer). |
3.2. | 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:
3.3. | Sit on more than six public company boards 6 ; or |
3.4. | Are CEOs of public companies who sit on the boards of more than two public companies besides their ownwithhold only at their outside boards 7 . |
4. Independence
Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors when:
4.1. | The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating; |
4.2. | The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; |
4.3. | The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or |
4.4. | Independent directors make up less than a majority of the directors. |
Independent Chair (Separate Chair/CEO)
Generally vote with management on shareholder proposals requiring that the chairmans position be filled by an independent director.
6 Dimensional may screen votes otherwise subject to this policy based on the qualifications and circumstances of the directors involved.
7 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.
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Proxy Access 8
Generally vote FOR management and shareholder proposals for proxy access with the following provisions:
Ownership threshold: maximum requirement not more than 3 percent of the voting power;
Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group;
Cap: cap on nominees of generally 25 percent of the board.
Review for reasonableness any other restrictions on the right of proxy access.
Generally vote AGAINST proposals that are more restrictive than these guidelines.
Proxy ContestsVoting for Director Nominees in Contested Elections 9
Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:
● | Long-term financial performance of the company relative to its industry; |
● | Managements track record; |
● | Background to the contested election; |
● | Nominee qualifications and any compensatory arrangements; |
● | Strategic plan of dissident slate and quality of the critique against management; |
● | Likelihood that the proposed goals and objectives can be achieved (both slates); and |
● | Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access vote CASE-BY-CASE considering the same factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether or not there are more candidates than board seats).
8 Dimensional generally does not consider the duration of required ownership in evaluating proxy access.
9 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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Shareholder Rights & Defenses 10
Litigation Rights (including Exclusive Venue and Fee-Shifting Bylaw Provisions) 11
Bylaw provisions impacting shareholders ability to bring suit against the company may include exclusive venue provisions, which provide that the state of incorporation shall be the sole venue for certain types of litigation, and fee-shifting provisions that require a shareholder who sues a company unsuccessfully to pay all litigation expenses of the defendant corporation.
Vote CASE-BY-CASE on bylaws which impact shareholders litigation rights, taking into account factors such as:
● | The companys stated rationale for adopting such a provision; |
● | Disclosure of past harm from shareholder lawsuits in which plaintiffs were unsuccessful or shareholder lawsuits outside the jurisdiction of incorporation; |
● | The breadth of application of the bylaw, including the types of lawsuits to which it would apply and the definition of key terms; and |
● | Governance features such as shareholders ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections. |
Generally vote AGAINST bylaws that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., in cases where the plaintiffs are partially successful).
Unilateral adoption by the board of bylaw provisions which affect shareholders litigation rights will be evaluated under Unilateral Bylaw/Charter Amendments.
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 percent 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. |
10 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
11 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director has adopted a fee-shifting bylaw provision without a shareholder vote.
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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 companys 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; |
● | Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
● | The companys 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 managements 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 12 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. |
12 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.
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CAPITAL/RESTRUCTURING 13
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 companys use of authorized shares during the last three years |
● | The Current Request: |
¡ | Disclosure in the proxy statement of the specific purposes of the proposed increase; |
¡ | Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
¡ | The dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the companys need for shares and total shareholder returns. |
Apply the relevant allowable increase below in determining vote on requests to increase common stock that are for general corporate purposes (or to the general corporate purposes portion of a request that also includes a specific need):
A. | Most companies: 100 percent of existing authorized shares. |
B. | Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares. |
C. | Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares. |
D. | Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares. |
If there is an acquisition, private placement, or similar transaction on the ballot (not including equity incentive plans) that is receiving a FOR vote, the allowable increase will be the greater of (i) twice the amount needed to support the transactions on the ballot, and (ii) the allowable increase as calculated above.
13 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 companys auditor has concluded that there is substantial doubt about the companys ability to continue as a going concern; or |
¡ | The new class of shares will be transitory; |
¡ | The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and |
¡ | The new class is not designed to preserve or increase the voting power of an insider or significant shareholder. |
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 companys 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 companys 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. |
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● | 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 arms-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation wins can also signify the deal makers competency. The comprehensiveness of the sales process ( e.g. , full auction, partial auction, no auction) can also affect shareholder value. |
● | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. |
● | 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. |
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Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
1. | Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
2. | Avoid arrangements that risk pay for failure: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
3. | Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making ( e.g. , including access to independent expertise and advice when needed); |
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. |
14 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 a 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. |
Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
In casting a vote on executive compensation proposals, the Advisor may leverage the ISS pay-for-performance analysis. With respect to companies in the Russell 3000 or Russell 3000E indices, this analysis considers the following:
1. | Peer Group 15 Alignment: |
● | The degree of alignment between the companys annualized TSR rank and the CEOs annualized total pay rank within a peer group, each measured over a three-year period. |
● | The multiple of the CEOs total pay relative to the peer group median. |
15 The 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 companys 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 companys.
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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 companies outside the Russell indices, misaligned pay and performance are otherwise suggested, the following qualitative factors, as relevant to evaluating how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests, may be considered
● | 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 companys 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 companys overall pay program and demonstrated pay-for-performance philosophy. 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: |
¡ | Change in control (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). |
● | Insufficient executive compensation disclosure by externally- managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMIs executives is not possible. |
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Incentives that may Motivate Excessive Risk-Taking
● | Multi-year guaranteed bonuses; |
● | A single or common performance metric used for short- and long-term plans; |
● | Lucrative severance packages; |
● | High pay opportunities relative to industry peers; |
● | Disproportionate supplemental pensions; or |
● | Mega annual equity grants that provide unlimited upside with no downside risk. |
Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.
Options Backdating
The following factors should be examined CASE-BY-CASE to allow for distinctions to be made between sloppy plan administration versus deliberate action or fraud:
● | Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
● | Duration of options backdating; |
● | Size of restatement due to options backdating; |
● | Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
● | Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation Committee 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 companys previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
¡ | The companys 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 companys 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.
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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 companys 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 companys advisory vote on compensation (management say-on-pay), the say-on-pay proposal will be evaluated in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.
Equity-Based and Other Incentive Plans 16
Vote CASE-BY-CASE on certain equity-based compensation plans 17 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an equity plan scorecard (EPSC) approach with three pillars:
Plan Cost: The total estimated cost of the companys equity plans relative to industry/market cap peers, measured by the companys estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:
● | SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
● | SVT based only on new shares requested plus shares remaining for future grants. |
16 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
17 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors.
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Plan Features:
● | Automatic single-triggered award vesting upon a CIC; |
● | Discretionary vesting authority; |
● | Liberal share recycling on various award types; |
● | Lack of minimum vesting period for grants made under the plan. |
Grant Practices:
● | The companys three year burn rate relative to its industry/market cap peers; |
● | Vesting requirements in most recent CEO equity grants (3-year look-back); |
● | The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
● | The proportion of the CEOs most recent equity grants/awards subject to performance conditions; |
● | Whether the company maintains a claw-back policy; |
● | Whether the company has established post exercise/vesting share-holding requirements. |
Generally vote AGAINST the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders interests, or if any of the following egregious factors apply:
● | Awards may vest in connection with a liberal change-of-control definition; |
● | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it for NYSE and Nasdaq listed companies or by not prohibiting it when the company has a history of repricing for non-listed companies); |
● | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
● | Any other plan features are determined to have a significant negative impact on shareholder interests. |
Social/Environmental Issues
Global 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.
Environmentally Screened Port f olios
With respect to environmentally screened portfolios, the Advisor will generally vote on shareholder proposals involving environmental issues in accordance with the following 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; |
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● | If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
● | Whether the proposals request is unduly burdensome (scope, or timeframe) or overly prescriptive; |
● | The companys 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. |
Generally vote FOR resolutions requesting that a company disclose information on the risks related to climate change on its operations and investments, such as financial, physical, or regulatory risks, considering:
● | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is at least comparable to that of industry peers; and |
● | There are no significant controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Generally vote FOR proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
● | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is comparable to that of industry peers; and |
● | There are no significant, controversies, fines, penalties, or litigation associated with the companys GHG emissions. |
Vote CASE-BY-CASE on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
● | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
● | Whether company disclosure lags behind industry peers; |
● | The companys actual GHG emissions performance; |
● | The companys current GHG emission policies, oversight mechanisms, and related initiatives; and |
● | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
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.
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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. Otherwise, they, and all other voting items, will be evaluated using the relevant market proxy voting guidelines.
Political Issues
Overall Approach
Generally vote FOR the managements recommendation on shareholder proposals involving political issues. When evaluating political shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.
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APPENDIX
INTERNATIONAL PROXY VOTING SUMMARY GUIDELINES 18
Effective for Meetings on or after February 1, 2016
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 and Ownership Matters in addition to Institutional Shareholder Services, Inc. (ISS) and may in certain circumstances purchase research from other third parties as well.
Specifically, if available, the Advisor may obtain research from Glass Lewis or other third parties 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. The Advisor may purchase research from Ownership Matters with respect to the proxies of certain large Australian Companies.
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. Except as otherwise provided herein or in the Policy, 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 Corporate Governance Committees (or its designees) determination considering the principle of preserving shareholder value. Irrespective of whether the recommendations contained in the research reports from ISS and Glass Lewis are the same, the Corporate Governance Committee (or its designees) will vote on proxies relating to mergers and acquisitions, say-on-pay or election of directors of companies that have a poison pill as the Committee (or its designees) determines, considering the principle of preserving shareholder value; provided, however, that if a conflict of interest or potential conflict of interest exists, the matter shall be brought before the Corporate Governance Committee for consideration as provided for in the Policy.
1. General Policies
Financial Results/Director and Auditor Reports
Vote FOR approval of financial statements and director and auditor reports, unless:
18 This is a summary of the majority of International Markets, however, certain countries and/or markets 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.
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● | 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 proposals to ratify 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 companys financial position. |
Stock (Scrip) Dividend Alternative
Vote FOR most stock (scrip) dividend proposals.
Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.
Amendments to Articles of Association
Vote amendments to the articles of association on a CASE-BY-CASE basis.
Change in Company Fiscal Term
Vote FOR resolutions to change a companys fiscal term unless a companys motivation for the change is to postpone its AGM.
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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
Non-Contested 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 or reelection of any and all director nominees when the names of the nominees are not available at the time the ISS analysis is written and therefore no research is provided on the nominee.
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 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 19 .
19 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 companys 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., members of a family that 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 the company maintains a transactional/commercial relationship (unless the 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 or 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
● | Not classified as non-independent (see above); |
● | 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 recipients 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 ones objectivity in the boardroom in a manner that would have a meaningful impact on an individuals ability to satisfy requisite fiduciary standards on behalf of shareholders.
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Contested Director Elections 20
For shareholder nominees, the persuasive burden is on the nominee or the proposing shareholder to prove that they are better suited to serve on the board than managements 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, Dimensional will generally focus on two central questions: (1) Have the proponents proved that board change is warranted? And if so, (2) Are the proponent board nominees likely to effect positive change (i.e., maximize long-term shareholder value)?
Voting on Directors for Egregious Actions
Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, on 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 the 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 21 . |
Discharge of Board and Management
Vote FOR the discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling concerns 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; |
20 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
21 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director also serves as a director for another company that has adopted a poison pill for any purpose other than protecting such other companys net operating losses.
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● | 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; or |
● | Other egregious governance issues where shareholders will bring legal action against the company or its directors. |
For markets which do not routinely request discharge resolutions (e.g. common law countries or markets where discharge is not mandatory), analysts may voice concern in other appropriate agenda items, such as approval of the annual accounts or other relevant resolutions, to enable shareholders to express discontent with the board.
Director, Officer, and Auditor Indemnification and Liability Provisions
Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.
Vote AGAINST proposals to indemnify external auditors.
Board Structure
Vote FOR routine 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 22
Share Issuance Requests
General Issuances
Vote FOR issuance authorities with pre-emptive rights to a maximum of 100 percent over currently issued capital and as long as the share issuance authorities periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines.
Vote FOR issuance authorities without pre-emptive rights to a maximum of 20 percent (or a lower limit if local market best practice recommendations provide) of currently issued capital as long as the share issuance authorities periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines.
22 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 the 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.
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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 the guidelines on equity issuance requests.
Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.
Pledging of Assets for Debt
Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.
Increase in Borrowing Powers
Vote proposals to approve increases in a companys 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. |
Vote 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. |
Share repurchase plans in excess of 10 percent volume in exceptional circumstances, such as one-off company specific events (e.g. capital re-structuring), 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.
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4. COMPENSATION 23
Compensation Plans
Vote compensation plans on a CASE-BY-CASE basis consistent with the following principles:
● | Provide shareholders with clear, comprehensive compensation disclosures; |
● | Maintain appropriate pay-for-performance alignment with emphasis on long-term shareholder value; |
● | Avoid arrangements that risk pay for failure; |
● | Maintain an independent and effective compensation committee; |
● | Avoid inappropriate pay to non-executive directors. |
Director Compensation
Vote FOR proposals to award cash fees to non-executive directors unless the amounts are excessive relative to other companies in the country or industry.
Vote non-executive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.
Vote proposals that bundle compensation for both non-executive and executive directors into a single resolution on a CASE-BY-CASE basis.
Vote AGAINST proposals to introduce retirement benefits for non-executive directors.
5. OTHER ITEMS
Reorganizations/Restructurings
Vote reorganizations and restructurings on a CASE-BY-CASE basis.
Mergers and Acquisitions
Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:
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? The Advisor places emphasis on the offer premium, market reaction, and strategic rationale. |
● | Market reaction - How has the market responded to the proposed 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. |
23 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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● | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders or have special interests influenced 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 allow shareholders 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 companys corporate governance or business profile at a reasonable cost.
Vote AGAINST proposals that limit the companys business activities or capabilities or result in significant costs being incurred with little or no benefit.
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Corporate Social Responsibility (CSR) Issues
Generally vote FOR the managements recommendation on shareholder proposals involving CSR Issues. When evaluating social and environmental shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.
Environmentally Screened Port f olios
With respect to environmentally screened portfolios, the Advisor will generally vote on shareholder proposals involving environmental issues in accordance with the following 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 proposals request is unduly burdensome (scope, or timeframe) or overly prescriptive; |
● | The companys 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. |
Generally vote FOR resolutions requesting that a company disclose information on the risks related to climate change on its operations and investments, such as financial, physical, or regulatory risks, considering:
● | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is at least comparable to that of industry peers; and |
● | There are no significant controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Generally vote FOR proposals requesting a report on GHG emissions from company operations and/or products and operations, unless:
● | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is comparable to that of industry peers; and |
● | There are no significant, controversies, fines, penalties, or litigation associated with the companys GHG emissions. |
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Vote CASE-BY-CASE on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
● | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
● | Whether company disclosure lags behind industry peers; |
● | The companys actual GHG emissions performance; |
● | The companys current GHG emission policies, oversight mechanisms, and related initiatives; and |
● | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Country of Incorporation vs. Country of Listing-Application of Policy
In general, country of incorporation will be the basis for policy application. US policies will be applied to the extent possible to 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 (FPIs), 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 the US Proxy Voting Guidelines.
All other voting items will be evaluated using the International Proxy Voting Guidelines.
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.
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DFA INVESTMENT DIMENSIONS GROUP INC.
6300 Bee Cave Road, Building One, Austin, TX 78746
Telephone: (512) 306-7400
STATEMENT OF ADDITIONAL INFORMATION
February 28, 2017
DFA Investment Dimensions Group Inc. (DFAIDG or the Fund) is an open-end management investment company that offers ninety-six series of shares. This Statement of Additional Information (SAI) relates to five series of the Fund (individually, a Portfolio and collectively, the Portfolios):
U.S. Social Core Equity 2 Portfolio Ticker: DFUEX |
International Social Core Equity Portfolio Ticker: DSCLX |
|
U.S. Sustainability Core 1 Portfolio Ticker: DFSIX |
Emerging Markets Social Core Equity Portfolio Ticker: DFESX |
|
International Sustainability Core 1 Portfolio Ticker: DFSPX |
This SAI is not a Prospectus but should be read in conjunction with the Prospectus of the Portfolios, dated February 28, 2017, as amended from time to time. The audited financial statements and financial highlights of the Fund are incorporated by reference from the Funds annual report to shareholders. The Prospectus and annual report can be obtained by writing to the Fund at the above address or by calling the above telephone number.
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WHEN-ISSUED SECURITIES, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS |
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7 | ||||
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7 | ||||
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52 |
i
PORTFOLIO CHARACTERISTICS AND POLICIES
The following information supplements the information set forth in the Prospectus of the Portfolios. Capitalized terms not otherwise defined in this SAI have the meaning assigned to them in the Prospectus.
Dimensional Fund Advisors LP (the Advisor) serves as investment advisor to each Portfolio. The Advisor is organized as a Delaware limited partnership and is controlled and operated by its general partner, Dimensional Holdings Inc., a Delaware corporation.
Each Portfolio is diversified under the federal securities laws and regulations.
Because the structure of the Portfolios is based on the relative market capitalizations of eligible holdings, it is possible that the Portfolio might include at least 5% of the outstanding voting securities of one or more issuers. In such circumstances, the Portfolio and the issuer would be deemed affiliated persons and certain requirements under the federal securities laws and regulations regulating dealings between mutual funds and their affiliates might become applicable.
Each of the U.S. Social Core Equity 2 Portfolio, U.S. Sustainability Core 1 Portfolio, International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio has adopted a non-fundamental policy as required by Rule 35d-1 under the Investment Company Act of 1940 (the 1940 Act) that, under normal circumstances, at least 80% of the value of each Portfolios net assets, plus the amount of any borrowings for investment purposes, will be invested in a specific type of investment. Additionally, if a Portfolio changes its 80% investment policy, the Portfolio will notify shareholders at least 60 days before the change, and will change the name of the Portfolio. For more information on each Portfolios specific 80% policy, see each Portfolios PRINCIPAL INVESTMENT STRATEGIES section in the Prospectus.
The following table reports brokerage commissions paid by the Portfolios during the fiscal years ended October 31, 2016, October 31, 2015 and October 31, 2014.
[ TO BE UPDATED IN 485(B) FILING: ]
FISCAL
YEAR ENDED 2016 |
FISCAL
YEAR ENDED 2015 |
FISCAL
YEAR ENDED 2014 |
||||||||||
U.S. Social Core Equity 2 Portfolio |
$ | [ | ] | $ | 69,894 | $ | 48,529 | |||||
U.S. Sustainability Core 1 Portfolio |
$ | [ | ] | $ | 52,566 | $ | 38,285 | |||||
International Sustainability Core 1 Portfolio |
$ | [ | ] | $ | 53,046 | $ | 62,803 | |||||
International Social Core Equity Portfolio |
$ | [ | ] | $ | 74,616 | $ | 84,082 | |||||
Emerging Markets Social Core Equity Portfolio |
$ | [ | ] | $ | 310,793 | $ | 204,713 |
The substantial increases or decreases in the amount of brokerage commissions paid by certain Portfolios from year to year resulted primarily from asset changes that required increases or decreases in the amount of securities that were bought and sold by the Portfolios.
Portfolio transactions of each Portfolio will be placed with a view to receiving the best price and execution. In addition, the Advisor will seek to acquire and dispose of securities in a manner which would cause as little fluctuation in the market prices of securities being purchased or sold as possible in light of the size of the transactions being effected, and brokers will be selected with this goal in view. The Advisor monitors the performance of brokers that effect transactions for each Portfolio to determine the effect that the brokers trading has on the market prices of the securities in which the Portfolio invests. The Advisor also checks the rate of commission, if any, being paid by a Portfolio to its brokers to ascertain that the rates are competitive with those charged by other brokers for similar services. Dimensional Fund Advisors Ltd. and DFA Australia Limited also may perform these services for the Portfolios that they sub-advise.
1
Subject to the duty to seek to obtain best price and execution, transactions may be placed with brokers that have assisted in the sale of Fund shares. The Advisor, however, pursuant to policies and procedures approved by the Board of Directors of the Fund, is prohibited from selecting brokers and dealers to effect a Portfolios portfolio securities transactions based (in whole or in part) on a brokers or dealers promotion or sale of shares issued by a Portfolio or any other registered investment companies.
Companies eligible for purchase by a Portfolio may be thinly traded securities. The Advisor believes that it needs maximum flexibility to effect trades on a best execution basis. As deemed appropriate, the Advisor places buy and sell orders for the Portfolios and Master Funds with various brokerage firms that may act as principal or agent. The Advisor may also make use of direct market access and algorithmic, program or electronic trading methods. The Advisor may extensively use electronic trading systems as such systems can provide the ability to customize the orders placed and can assist in the Advisors execution strategies.
Transactions also may be placed with brokers who provide the Advisor or the sub-advisors with investment research, such as: reports concerning individual issuers; general or industry reports or research data compilations; compilations of securities prices, earnings, dividends, and similar data; computerized databases; quotation services; trade analytics; ancillary brokerage services; and services of economic or other consultants. The Investment Management Agreement for each Portfolio permits the Advisor knowingly to pay commissions on these transactions that are greater than another broker, dealer, or exchange member might charge if the Advisor, in good faith, determines that the commissions paid are reasonable in relation to the research or brokerage services provided by the broker or dealer when viewed in terms of either a particular transaction or the Advisors overall responsibilities to the accounts under its management. Research services furnished by brokers through whom securities transactions are effected may be used by the Advisor in servicing all of its accounts and not all such services may be used by the Advisor with respect to the Portfolios.
[ TO BE UPDATED IN 485(B) FILING:] During the fiscal year ended October 31, 2016, the Portfolios did not pay commissions for securities transactions to brokers for providing market price monitoring services, market studies, brokerage services or research services to the Portfolios.
The Portfolios may purchase securities of their regular brokers or dealers (as defined in Rule 10b-1 of the 1940 Act). The table below lists the regular brokers or dealers of each Portfolio whose securities (or securities of the brokers or dealers parent company) were acquired by the Portfolio during the fiscal year ended October 31, 2016, as well as the value of such securities held by the Portfolio as of October 31, 2016.
[ TO BE UPDATED IN 485(B) FILING:]
Portfolio |
Broker or Dealer |
Value of
Securities |
||||
U.S. Sustainability Core 1 Portfolio |
[Jefferies] | $ | [ | ] | ||
U.S. Sustainability Core 1 Portfolio |
[KCG Holdings, Inc.] | $ | [ | ] | ||
U.S. Sustainability Core 1 Portfolio |
[Investment Technology Group, Inc.] | $ | [ | ] | ||
U.S. Social Core Equity 2 Portfolio |
[Jefferies] | $ | [ | ] | ||
U.S. Social Core Equity 2 Portfolio |
[KCG Holdings, Inc.] | $ | [ | ] | ||
U.S. Social Core Equity 2 Portfolio |
[Investment Technology Group, Inc.] | $ | [ | ] | ||
International Sustainability Core 1 Portfolio |
[Societe Generale] | $ | [ | ] | ||
International Sustainability Core 1 Portfolio |
[Instinet, LLC] | $ | [ | ] | ||
International Social Core Equity Portfolio |
[Societe Generale] | $ | [ | ] | ||
International Social Core Equity Portfolio |
[Instinet, LLC] | $ | [ | ] |
2
Each of the Portfolios has adopted certain limitations which may not be changed with respect to any Portfolio without the approval of a majority of the outstanding voting securities of the Portfolio. A majority is defined as the lesser of: (1) at least 67% of the voting securities of the Portfolio (to be affected by the proposed change) present at a meeting, if the holders of more than 50% of the outstanding voting securities of the Portfolio are present or represented by proxy, or (2) more than 50% of the outstanding voting securities of such Portfolio.
The Portfolios will not:
(1) | borrow money, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the Securities and Exchange Commission (the SEC); |
(2) | make loans, except to the extent permitted by the 1940 Act, or any rules, exemptions or interpretations thereunder that may be adopted, granted or issued by the SEC; provided that in no event shall a Portfolio be permitted to make a loan to a natural person; |
(3) | purchase or sell real estate, unless acquired as a result of ownership of securities or other instruments, and provided that this restriction does not prevent a Portfolio from: (i) purchasing or selling securities or instruments secured by real estate or interests therein, securities or instruments representing interests in real estate or securities or instruments of issuers that invest, deal or otherwise engage in transactions in real estate or interests therein; and (ii) purchasing or selling real estate mortgage loans; |
(4) | purchase or sell physical commodities, unless acquired as a result of ownership of securities or other instruments, and provided that this limitation does not prevent a Portfolio from (i) purchasing or selling securities of companies that purchase or sell commodities or that invest in commodities; (ii) engaging in any transaction involving currencies, options, forwards, futures contracts, options on futures contracts, swaps, hybrid instruments or other derivatives; or (iii) investing in securities, or transacting in other instruments, that are linked to or secured by physical or other commodities; |
(5) | purchase the securities of any one issuer, if immediately after such investment, a Portfolio would not qualify as a diversified company as that term is defined by the 1940 Act, as amended, and as modified or interpreted by regulatory authority having jurisdiction, from time to time; |
(6) | engage in the business of underwriting securities issued by others; |
(7) | concentrate (invest more than 25% of its net assets) in securities of issuers in a particular industry (other than securities issued or guaranteed by the U.S. Government or any of its agencies or securities of other investment companies); or |
(8) | issue senior securities (as such term is defined in Section 18(f) of the 1940 Act), except to the extent permitted under the 1940 Act. |
With respect to the investment limitation described in (1) above, a Portfolio will maintain asset coverage of at least 300% (as described in the 1940 Act), inclusive of any amounts borrowed, with respect to any borrowings made by a Portfolio. Each Portfolio, except for the Emerging Markets Social Core Equity Portfolio, does not currently intend to borrow money for investment purposes.
3
Although the investment limitation described in (2) above prohibits loans, the International Social Core Equity Portfolio is authorized to lend portfolio securities.
Each Portfolio is required to operate in accordance with the SEC staffs current position on illiquid assets, which limits investments in illiquid assets to 15% of each Portfolios net assets. Further, pursuant to Rule 144A under the Securities Act of 1933, the International Social Core Equity Portfolio may purchase certain unregistered (i.e., restricted) securities upon a determination that a liquid institutional market exists for the securities. If it is determined that a liquid market does exist, the securities will not be subject to the 15% limitation on holdings of illiquid assets. While maintaining oversight, the Board of Directors of the Fund has delegated the day-to-day function of making liquidity determinations to the Advisor. For Rule 144A securities to be considered liquid, there must be at least two dealers making a market in such securities. After purchase, the Board of Directors and the Advisor will continue to monitor the liquidity of Rule 144A securities.
In applying the investment limitation described in (7) above, for the International Social Core Equity Portfolio, management does not consider securities that are issued by the U.S. Government or its agencies or instrumentalities to be investments in an industry. However, management currently considers securities issued by a foreign government (but not the U.S. Government or its agencies or instrumentalities) to be subject to the 25% limitation. Thus, not more than 25% of the International Social Core Equity Portfolios total assets will be invested in securities issued by any one foreign government or supranational organization. The International Social Core Equity Portfolio might invest in certain securities issued by companies in a particular industry whose obligations are guaranteed by a foreign government. Management could consider such a company to be within the particular industry and, therefore, the International Social Core Equity Portfolio will invest in the securities of such a company only if the International Social Core Equity Portfolio can do so under the Portfolios policy of not being concentrated in any single industry.
Notwithstanding any of the above investment limitations, the Emerging Markets Social Core Equity Portfolio may establish subsidiaries or other similar vehicles for the purpose of conducting its investment operations in Approved Markets, if such subsidiaries or vehicles are required by local laws or regulations governing foreign investors or whose use is otherwise considered by the Portfolio to be advisable. The Portfolio would look through any such vehicle or subsidiary to determine compliance with its investment restrictions.
The investment limitations described above do not prohibit a Portfolio from purchasing or selling futures contracts and options on futures contracts, to the extent otherwise permitted under the Portfolios investment strategies. Further, unless otherwise indicated, all limitations applicable to a Portfolios investments apply only at the time that a transaction is undertaken.
Each Portfolio may purchase or sell futures contracts and options on futures contracts for equity securities and indices to adjust market exposure based on actual or expected cash inflows to or outflows from the Portfolio. The Portfolios, however, do not intend to sell futures contracts to establish short positions in individual 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. Each Portfolio will be required to make a margin deposit in cash or government securities with a futures commission merchant (an FCM) to initiate and maintain positions in futures contracts. Minimal initial margin requirements are established by the futures exchanges and FCMs 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 to be held by the FCM will be required. Conversely, a reduction in the required margin would result in excess margin that can be refunded to the custodial account of the Portfolio. Variation margin payments may be made to and from the futures broker for as long as the contract remains open. Each Portfolio expects to earn income on its margin deposits. Each Portfolio intends to limit its futures-related investment activity so that other than with respect to bona fide hedging activity (as defined in
4
Commodity Futures Trading Commission (CFTC) General Regulations Section 1.3(z)): (i) the aggregate initial margin and premiums paid to establish commodity futures and commodity option contract positions (determined at the time the most recent position was established) do not exceed 5% of the liquidation value of the Portfolios portfolio, after taking into account unrealized profits and unrealized losses on any such contracts the Portfolio has entered into (provided that, in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in calculating such 5% limitation), or (ii) the aggregate net notional value (i.e., the size of a commodity futures or commodity option contract in contract units (taking into account any multiplier specified in the contract), multiplied by the current market price (for a futures contract) or strike price (for an option contract) of each such unit) of all non-hedge commodity futures and commodity option contracts that the Portfolio has entered into (determined at the time the most recent position was established) does not exceed the liquidation value of the Portfolios portfolio, after taking into account unrealized profits and unrealized losses on any such contracts that the Portfolio has entered into.
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 might not be possible to close a futures position and, in the event of adverse price movements, a Portfolio would continue to be required to make variation margin deposits. In such circumstances, if a Portfolio has insufficient cash, it might have to sell portfolio securities to meet daily margin requirements at a time when it might be disadvantageous to do so. Management intends to minimize the possibility that it will be unable to close out a futures contract by only entering into futures that are traded on national futures exchanges and for which there appears to be a liquid secondary market. Pursuant to published positions of the SEC and interpretations of the staff of the SEC, each Portfolio (or its custodian) is required to maintain segregated accounts or to segregate assets through notations on the books of the custodian, consisting of liquid assets (or, as permitted under applicable regulations, enter into offsetting positions) in connection with its futures contract transactions in order to cover its obligations with respect to such contracts. These requirements are designed to limit the amount of leverage that a Portfolio may use by entering into future transactions.
The International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio (each an International Portfolio and collectively, the International Portfolios) may acquire and sell forward foreign currency exchange contracts in order to attempt to protect against uncertainty in the level of future foreign currency exchange rates. Each International Portfolio will conduct its 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 involves an obligation to exchange two currencies at a future date, which may be any fixed number of days (usually less than one year) from the date of the contract agreed upon by the parties, at a fixed rate set at the time of the contract. These contracts are traded in the interbank market conducted directly between 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.
An International Portfolio may enter into a forward contract in connection with the purchase or sale of foreign equity securities, typically to lock in the value of the transaction with respect to a different currency. In addition, an International Portfolio may, from time to time, enter into a forward contract to transfer balances from one currency to another currency.
Each Portfolio engages in cash management practices in order to earn income on uncommitted cash balances. Generally, cash is uncommitted pending investment in other securities, payment of redemptions, or in other circumstances where the Advisor believes liquidity is necessary or desirable. For example, a Portfolio may make cash investments for temporary defensive purposes during periods in which market, economic, or political conditions warrant. In addition, each of the Portfolios may enter into arrangements with its custodian whereby it may earn a credit on its cash balances maintained in its non-interest bearing U.S. Dollar custody cash account to be applied against fund service fees payable to the custodian or the custodians subsidiaries for fund services provided.
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Each Portfolio may invest cash in short-term repurchase agreements. In addition, each Portfolio may invest a portion of its assets, ordinarily not more than 20%, in money market instruments, debt securities that at the time of purchase have an investment grade rating by a rating agency or are deemed to be investment grade by the Advisor, freely convertible currencies, shares of affiliated and unaffiliated registered and unregistered money market funds, index futures contracts, and options thereon. Investments in money market mutual funds may involve a duplication of certain fees and expenses. The 20% guideline is not an absolute limitation, but each Portfolio does not expect to exceed this guideline under normal circumstances.
INTERFUND BORROWING AND LENDING
The DFA Fund Complex (defined below) has received exemptive relief from the SEC which permits the registered investment companies to participate in an interfund lending program among portfolios and series managed by the Advisor (the Portfolios/Series) (portfolios that operate as feeder portfolios do not participate in the program). The interfund lending program allows the participating Portfolios/Series to borrow money from and loan money to each other for temporary or emergency purposes. The program is subject to a number of conditions designed to ensure fair and equitable treatment of the participating Portfolios/Series, including the following: (1) no Portfolio/Series may borrow money through the program unless it receives a more favorable interest rate than a rate approximating the lowest interest rate at which bank loans would be available to any of the participating Portfolios/Series under a loan agreement; and (2) no Portfolio/Series may lend money through the program unless it receives a more favorable return than that available from an investment in overnight repurchase agreements or the yield of any money market fund in which the Portfolio/Series could invest. In addition, a Portfolio/Series may participate in the program only if and to the extent that such participation is consistent with its investment objectives, policies and limitations. Interfund loans and borrowings have a maximum duration of seven days and loans may be called on one business days notice.
A participating Portfolio/Series may not lend to another Portfolio/Series under the interfund lending program if the interfund loan would cause its aggregate outstanding interfund loans to exceed 15% of its current net assets at the time of the loan. Interfund loans by a Portfolio/Series to any one Portfolio/Series may not exceed 5% of net assets of the lending Portfolio/Series.
The restrictions discussed above and the other conditions of the SEC exemptive order permitting interfund lending are designed to minimize the risks associated with interfund lending for both the lending Portfolio/Series and the borrowing Portfolio/Series. However, no borrowing or lending activity is without risk. If a Portfolio/Series borrows money from another Portfolio/Series, there is a risk that the interfund loan could be called on one business days notice or not renewed, in which case the Portfolio/Series may have to borrow from a bank at higher rates if an interfund loan were not available from another Portfolio/Series. A delay in repayment to a lending Portfolio/Series could result in a lost opportunity or additional lending costs, and interfund loans are subject to the risk that the borrowing Portfolio/Series could be unable to repay the loan when due.
WHEN-ISSUED SECURITIES, DELAYED DELIVERY, AND FORWARD COMMITMENT
TRANSACTIONS
Each Portfolio may purchase eligible securities or sell securities it is entitled to receive on a when-issued basis. When purchasing securities on a when-issued basis, the price or yield is agreed to at the time of purchase, but the payment and settlement dates are not fixed until the securities are issued. It is possible that the securities will never be issued and the commitment cancelled. In addition, each Portfolio may purchase or sell eligible securities for delayed delivery or on a forward commitment basis where the Portfolio contracts to purchase or sell such securities at a fixed price at a future date beyond the normal settlement time. Each Portfolio may renegotiate a commitment or sell a security it has committed to purchase prior to the settlement date, if deemed advisable.
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While the payment obligation and, if applicable, interest rate are set at the time a Portfolio enters into a when-issued, delayed delivery, or forward commitment transaction, no interest or dividends accrue to the purchaser prior to the settlement date. In addition, the value of a security purchased or sold is subject to market fluctuations and may be worth more or less on the settlement date than the price a Portfolio committed to pay or receive for the security. A Portfolio will lose money if the value of a purchased security falls below the purchase price and a Portfolio will not benefit from the gain if a security sold appreciates above the sales price during the commitment period.
When entering into a commitment to purchase a security on a when-issued, delayed delivery, or forward commitment basis, a Portfolio will segregate cash and/or liquid assets and will maintain such cash and/or liquid assets in an amount equal in value to such commitments.
Each Portfolio may also invest in Exchange Traded Funds (ETFs) and similarly structured pooled investments for the purposes of gaining exposure to the equity markets while maintaining liquidity. An ETF is an investment company classified as an open-end investment company or unit investment trust that is traded similar to a publicly traded company. ETFs in which the Portfolios invest are passively managed and attempt to track or replicate a desired index, such as a sector, market or global segment. The risks and costs of investing in ETFs are comparable to those of investing in 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 underlying index. The risk of not correlating to the index is an additional risk to the investors of ETFs. When a Portfolio invests in an ETF, shareholders of the Portfolio bear their proportionate share of the underlying ETFs fees and expenses. ETFs in which a Portfolio invests are not subject to, though they may incorporate, the Portfolios social criteria or environmental impact considerations. (See the Portfolios Prospectus for information regarding the Portfolios environmental impact considerations.)
Each International Portfolio may invest up to 5% of its assets in convertible debentures issued by non-U.S. companies located in the Approved Markets. Convertible debentures include corporate bonds and notes that may be converted into or exchanged for common stock. These securities are generally convertible either at a stated price or a stated rate (that is, for a specific number of shares of common stock or other security). As with other fixed income securities, the price of a convertible debenture, to some extent, varies inversely with interest rates. While providing a fixed income stream (generally higher in yield than the income derived from a common stock, but lower than that afforded by a nonconvertible debenture), a convertible debenture also affords the investor an opportunity, through its conversion feature, to participate in the capital appreciation of the common stock into which the debenture is convertible. As the market price of the underlying common stock declines, convertible debentures tend to trade increasingly on a yield basis and so may not experience market value declines to the same extent as the underlying common stock. When the market price of the underlying common stock increases, the price of a convertible debenture tends to rise as a reflection of the value of the underlying common stock. To obtain such a higher yield, a Portfolio may be required to pay for a convertible debenture an amount in excess of the value of the underlying common stock. Common stock acquired by an International Portfolio upon conversion of a convertible debenture generally will be held for as long as the Advisor anticipates such stock will provide the International Portfolio with opportunities that are consistent with the International Portfolios investment objective and policies.
Directors
Organization of the Board
The Board of Directors of the Fund (the Board) is responsible for establishing the Funds policies and for overseeing the management of the Fund. The Board of Directors elects the officers of the Fund, who, along with third party service providers, are responsible for administering the day-to-day operations of the Fund. The Board of Directors of the Fund is comprised of two interested Directors and six disinterested Directors. David G. Booth, an
7
interested Director, is Chairman of the Board. The disinterested Directors of the Board designated Myron S. Scholes as the lead disinterested Director. As the lead disinterested Director, Mr. Scholes, among other duties: acts as a principal contact for management for communications to the disinterested Directors in between regular Board meetings; assists in the coordination and preparation of quarterly Board meeting agendas; raises and discusses issues with counsel to the disinterested Directors; raises issues and discusses ideas with management on behalf of the disinterested Directors in between regular meetings of the Board; and chairs executive sessions and separate meetings of the disinterested Directors (other than Committee meetings, which are chaired by the respective Committee Chairperson). The existing Board structure for the Fund also provides the disinterested Directors with adequate influence over the governance of the Board and the Fund, while also providing the Board with the invaluable insight of the two interested Directors, who, as both officers of the Fund and the Advisor, participate in the day-to-day management of the Funds affairs, including risk management.
The agenda for each quarterly meeting of the Board is provided at least two weeks prior to the meeting to the disinterested Directors in order to provide the Directors with the opportunity to contact Fund management and/or the disinterested Directors independent counsel regarding agenda items. In addition, the disinterested Directors regularly communicate with Mr. Booth regarding items of interest to them in between regularly scheduled meetings of the Board. The Board of the Fund meets in person at least four times each year and by telephone at other times. At each in-person meeting, the disinterested Directors meet in executive session with their independent counsel to discuss matters outside the presence of management.
The Board has three standing committees. The Audit Committee and Nominating Committee are composed entirely of disinterested Directors. As described below, through these Committees, the disinterested Directors have direct oversight of the Funds accounting and financial reporting policies, and the selection and nomination of candidates to the Funds Board. The Investment Strategy Committee (the Strategy Committee) consists of both interested and disinterested Directors. The Strategy Committee assists the Board in carrying out its fiduciary duties with respect to the oversight of the Fund and its performance.
The Boards Audit Committee is comprised of George M. Constantinides, Roger G. Ibbotson and Abbie J. Smith. The Audit Committee for the Board oversees the Funds accounting and financial reporting policies and practices, the Funds internal controls, the Funds financial statements and the independent audits thereof and performs other oversight functions as requested by the Board. The Audit Committee for the Board recommends the appointment of the Funds independent registered public accounting firm and also acts as a liaison between the Funds independent registered public accounting firm and the full Board. There were two Audit Committee meetings held for the Fund during the fiscal year ended October 31, 2016.
The Boards Nominating Committee is comprised of George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Myron S. Scholes and Abbie J. Smith. The Nominating Committee for the Board makes recommendations for nominations of disinterested and interested members on the Board to the disinterested Board members and to the full board. The Nominating Committee of the Board evaluates a candidates qualification for Board membership and the independence of such candidate from the Advisor and other principal service providers. The Nominating Committee did not meet during the fiscal year ended October 31, 2016.
The Strategy Committee is comprised of John P. Gould, Edward P. Lazear, Myron S. Scholes and Eduardo A. Repetto. At the request of the Board or the Advisor, the Strategy Committee (i) reviews the design of possible new series of the Fund, (ii) reviews performance of existing Portfolios of the Fund, and discusses and recommends possible enhancements to the Portfolios investment strategies, (iii) reviews proposals by the Advisor to modify or enhance the investment strategies or policies of each Portfolio, and (iv) considers issues relating to investment services for each Portfolio of the Fund. There were three Strategy Committee meetings held for the Fund during the fiscal year ended October 31, 2016.
The Board of the Fund, including all of the disinterested Directors, oversees and approves the contracts of the third party service providers that provide advisory, administrative, custodial and other services to the Fund.
Board Oversight of Risk Management
The Board, as a whole, considers risk management issues as part of its general oversight responsibilities throughout the year at regular board meetings, through regular reports that have been developed by Fund management and the Advisor. These reports address certain investment, valuation and compliance matters. The
8
Board also may receive special written reports or presentations on a variety of risk issues, either upon the Boards request or upon the initiative of the Advisor. In addition, the Audit Committee of the Board meets regularly with management of the Advisor to review reports on the Advisors examinations of functions and processes that affect the Fund.
With respect to investment risk, the Board receives regular written reports describing and analyzing the investment performance of the Funds portfolios. The Board discusses these reports and the portfolios performance and investment risks with management of the Advisor at the Boards regular meetings. The Investment Committee of the Advisor meets regularly to discuss a variety of issues, including the impact that the investment in particular securities or instruments, such as derivatives, may have on the portfolios. To the extent that the Investment Committee of the Advisor decides to materially change an investment strategy or policy of a portfolio and such change could have a significant impact on the portfolios risk profile, the Advisor will present such change to the Board for their approval.
With respect to valuation, the Advisor and the Funds administrative and accounting agent provide regular written reports to the Board that enables the Board to review fair valued securities in a particular portfolio. Such reports also include information concerning illiquid and any worthless securities held by each portfolio. In addition, the Funds Audit Committee reviews valuation procedures and pricing results with the Funds independent registered public accounting firm in connection with such Committees review of the results of the audit of each portfolios year-end financial statements.
With respect to compliance risks, the Board receives regular compliance reports prepared by the Advisors compliance group and meets regularly with the Funds Chief Compliance Officer (CCO) to discuss compliance issues, including compliance risks. As required under SEC rules, the disinterested Directors meet in executive session with the CCO, and the Funds CCO prepares and presents an annual written compliance report to the Board. The Funds Board adopts compliance policies and procedures for the Fund and receives information about the compliance procedures in place for the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.
The Advisor periodically provides information to the Board relevant to enterprise risk management describing the way in which certain risks are managed at the complex-wide level by the Advisor. Such presentations include areas such as counter-party risk, material fund vendor or service provider risk, investment risk, reputational risk, personnel risk and business continuity risk.
Director Qualifications
When a vacancy occurs on the Board, the Nominating Committee of the Board evaluates a candidates qualification for Board membership and the independence of such candidate from the Advisor and other principal service providers. The Nominating Committee will consider nominees recommended by Qualifying Fund Shareholders if a vacancy occurs among Board members. A Qualifying Fund Shareholder is a shareholder, or group of shareholders, that: (i) owns of record, or beneficially through a financial intermediary, 5% or more of the Funds outstanding shares, and (ii) has owned such shares for 12 months or more prior to submitting the recommendation to the Committee. Such recommendations shall be directed to the Secretary of the Fund at 6300 Bee Cave Road, Building One, Austin, TX 78746. The Qualifying Fund Shareholders letter should include: (i) the name and address of the Qualifying Fund Shareholder making the recommendation; (ii) the number of shares of each Portfolio of the Fund that are owned of record and beneficially by such Qualifying Fund Shareholder, and the length of time that such shares have been so owned by the Qualifying Fund Shareholder; (iii) a description of all arrangements and understandings between such Qualifying Fund Shareholder and any other person or persons (naming such person or persons) pursuant to which the recommendation is being made; (iv) the name and address of the nominee; and (v) the nominees resume or curriculum vitae. The Qualifying Fund Shareholders letter must be accompanied by a written consent of the individual to stand for election if nominated for the Board and to serve if elected by shareholders. The Committee also may seek such additional information about the nominee as the Committee considers appropriate, including information relating to such nominee that is required to be disclosed in solicitations or proxies for the election of Board members.
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The Nominating Committee of the Board believes that it is in the best interests of the Fund and its shareholders to obtain highly-qualified individuals to serve as members of the Board. The Funds Board believes that each Director currently serving on the Board has the experience, qualifications, attributes and skills to allow the Board to effectively oversee the management of the Fund and protect the interests of shareholders. The Board noted that each Director had professional experience in areas of importance for investment companies. The Board considered that each disinterested Director held an academic position in the areas of finance, economics or accounting. The Board also noted that John P. Gould, Myron S. Scholes and Abbie J. Smith each had experience serving as a director on the boards of operating companies and/or other investment companies. In addition, the Board considered that David G. Booth and Eduardo A. Repetto contributed valuable experience due to their positions with the Advisor. Certain biographical information for each disinterested Director and each interested Director of the Fund is set forth in the tables below, including a description of each Directors experience as a Director of the Fund and as a director or trustee of other funds, as well as other recent professional experience.
Disinterested Directors
Name, Address and Year of Birth |
Position |
Term of
|
Principal Occupation During Past 5 Years |
Portfolios
DFA Fund
|
Other
Companies Held
Years |
|||||
George M. Constantinides University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1947 |
Director | Since 1983 | Leo Melamed Professor of Finance, University of Chicago Booth School of Business. | 123 portfolios in 4 investment companies | None | |||||
John P. Gould University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1939 |
Director | Since 1986 | Steven G. Rothmeier Professor and Distinguished Service Professor of Economics, University of Chicago Booth School of Business (since 1965). Member and Chair, Competitive Markets Advisory Council, Chicago Mercantile Exchange (futures trading exchange) (since 2004). Formerly, Member of the Board of Milwaukee Insurance Company (1997-2010). | 123 portfolios in 4 investment companies | Trustee, Harbor Funds (registered investment company) (29 portfolios) (1994-2015). | |||||
Roger G. Ibbotson Yale School of Management P.O. Box 208200 New Haven, CT 06520-8200
1943 |
Director | Since 1981 | Professor in Practice Emeritus of Finance, Yale School of Management (since 1984). Consultant to Morningstar, Inc. (since 2006). Chairman, CIO and Partner, Zebra Capital Management, LLC (hedge fund and asset manager) (since 2001). Formerly, Director, BIRR Portfolio Analysis, Inc. (software products) (1990-2010). | 123 portfolios in 4 investment companies | None | |||||
Edward P. Lazear Stanford University Graduate School of Business 518 Memorial Way Stanford, CA 94305-5015
1948 |
Director | Since 2010 |
Distinguished Visiting Fellow, Becker Friedman Institute for Research in Economics, University of Chicago (since 2015). Morris Arnold Cox Senior Fellow, Hoover Institution (since 2002). Jack Steele Parker Professor of Human Resources Management and Economics, Graduate School of Business, Stanford University (since 1995). Cornerstone Research (expert testimony and economic and financial analysis) (since 2009). Formerly, Chairman of President George W. Bushs Council of Economic Advisers (2006- 2009). Formerly, Council of Economic Advisors, State of California (2005-2006). Formerly, Commissioner, White House Panel on Tax Reform (2005). |
123 portfolios in 4 investment companies | None |
10
Name, Address and Year of Birth |
Position |
Term of
|
Principal Occupation During Past 5 Years |
Portfolios within the
DFA
Fund
|
Other
Companies Held
Years |
|||||
Myron S. Scholes c/o Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746
1941 |
Director | Since 1981 | Chief Investment Strategist, Janus Capital Group Inc. (since 2014). Frank E. Buck Professor of Finance, Emeritus, Graduate School of Business, Stanford University (since 1981). Formerly, Chairman, Platinum Grove Asset Management L.P. (hedge fund) (formerly, Oak Hill Platinum Partners) (1999-2009). | 123 portfolios in 4 investment companies | Formerly, Adviser, Kuapay, Inc. (2013-2014). Formerly, Director, American Century Fund Complex (registered investment companies) (43 Portfolios) (1980-2014). | |||||
Abbie J. Smith University of Chicago Booth School of Business 5807 S. Woodlawn Avenue Chicago, IL 60637
1953 |
Director | Since 2000 | Boris and Irene Stern Distinguished Service Professor of Accounting, University of Chicago Booth School of Business (since 1980); Co-Director Investment Research, Fundamental Investment Advisors (hedge fund) (2008-2011). | 123 portfolios in 4 investment companies | Lead Director (beginning May 2014) and Director (since 2000), HNI Corporation (formerly known as HON Industries Inc.) (office furniture); Director, Ryder System Inc. (transportation, logistics and supply-chain management) (since 2003); and Trustee, UBS Funds (4 investment companies within the fund complex) (30 portfolios) (since 2009). |
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Interested Directors
The following interested Directors are described as such because they are deemed to be interested persons, as that term is defined under the 1940 Act, due to their positions with the Advisor.
Name, Address and Year of Birth |
Position |
Term of
|
Principal Occupation During Past 5 Years |
Portfolios within the
DFA
Fund
|
Other
|
|||||
David G. Booth 6300 Bee Cave Road, Building One Austin, TX 78746
1946 |
Chairman, Director, President and Co-Chief Executive Officer | Since 1981 | Chairman, Director/Trustee, President, Co-Chief Executive Officer and formerly, Chief Executive Officer (until 1/1/2010) of the following companies: Dimensional Holdings Inc., Dimensional Fund Advisors LP, DFA Securities LLC, Dimensional Emerging Markets Value Fund (DEM), DFAIDG, Dimensional Investment Group Inc. (DIG) and The DFA Investment Trust Company (DFAITC) (collectively, the DFA Entities). Director of Dimensional Fund Advisors Ltd. and formerly, Chief Investment Officer. Director of DFA Australia Limited and formerly, President and Chief Investment Officer. Director of Dimensional Advisors Ltd., Dimensional Funds plc and Dimensional Funds II plc. Formerly, President, Dimensional SmartNest (US) LLC (2009-2014). Limited Partner, VSC Investors, LLC (since 2007). Formerly, Limited Partner, Oak Hill Partners (2001-2010). Trustee, University of Chicago. Trustee, University of Kansas Endowment Association. Formerly, Director, SA Funds (registered investment company). Chairman, Director and Co-Chief Executive Officer of Dimensional Fund Advisors Canada ULC. Director and President (since 2012) of Dimensional Japan Ltd. Chairman, Director, President and Co-Chief Executive Officer of Dimensional Cayman Commodity Fund I Ltd. (since 2010). | 123 portfolios in 4 investment companies | None | |||||
Eduardo A. Repetto 6300 Bee Cave Road, Building One Austin, TX 78746
1967 |
Director, Co-Chief Executive Officer and Co-Chief Investment Officer | Since 2009 | Co-Chief Executive Officer (beginning January 2010), Co-Chief Investment Officer (since June 2014), Director and formerly, Chief Investment Officer (until June 2014) of the DFA Entities. Director, Co-Chief Executive Officer and Chief Investment Officer (since 2010) of Dimensional Cayman Commodity Fund I Ltd. Director, Co-Chief Executive Officer, President and Co-Chief Investment Officer of Dimensional Fund Advisors Canada ULC and formerly, Chief Investment Officer (until April 2014). Co-Chief Investment Officer, Vice President, and Director of DFA Australia Limited and formerly, Chief Investment Officer (until April 2014). Director of Dimensional Fund Advisors Ltd., Dimensional Funds plc, Dimensional Funds II plc and Dimensional Advisors Ltd. Formerly, Vice President of the DFA Entities and Dimensional Fund Advisors Canada ULC. Director and Chief Investment Officer (since December 2012) of Dimensional Japan Ltd. | 123 portfolios in 4 investment companies | None |
1 | Each Director holds office for an indefinite term until his or her successor is elected and qualified. |
2 | Each Director is a director or trustee of each of the four registered investment companies within the DFA Fund Complex, which include: the Fund; DIG; DFAITC; and DEM. Each disinterested Director also serves on the Independent Review Committee of the Dimensional Funds, mutual funds registered in the provinces of Canada and managed by the Advisors affiliate, Dimensional Fund Advisors Canada ULC. |
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Information relating to each Directors ownership (including the ownership of his or her immediate family) in each Portfolio of the Fund in this SAI and in all registered investment companies in the DFA Fund Complex as of December 31, 2016 is set forth in the chart below.
[ TO BE UPDATED IN 485(B) FILING:]
Name |
Dollar Range of Fund Shares Owned |
Aggregate Dollar Range of Shares Owned
|
||
Disinterested Directors: | ||||
George M. Constantinides | [None] | [None Directly; Over $100,000 in Simulated Funds**] | ||
John P. Gould | [None] | [$10,001-$50,000; Over $100,000 in Simulated Funds **] | ||
Roger G. Ibbotson | [None] | [Over $100,000; Over $100,000 in Simulated Funds**] | ||
Edward P. Lazear | [None] | [None Directly; Over $100,000 in Simulated Funds**] | ||
Myron S. Scholes | [None] | [Over $100,000; Over $100,000 in Simulated Funds**] | ||
Abbie J. Smith | [None] | [None Directly; Over $100,000 in Simulated Funds **] | ||
Interested Directors: | ||||
David G. Booth | [None] | [Over $100,000] | ||
Eduardo A. Repetto | [None] | [Over $100,000] |
** | As discussed below, the compensation to certain of the disinterested Directors may be in amounts that correspond to a hypothetical investment in a cross-section of the DFA Funds. Thus, the disinterested Directors who are so compensated experience the same investment returns that are experienced by shareholders of the DFA Funds although the disinterested Directors do not directly own shares of the DFA Funds. |
Set forth below is a table listing, for each Director entitled to receive compensation, the compensation received from the Fund during the fiscal year ended October 31, 2016 and the total compensation received from all four registered investment companies for which the Advisor served as investment advisor during that same fiscal year. The table also provides the compensation paid by the Fund to the Funds Chief Compliance Officer for the fiscal year ended October 31, 2016.
Name and Position |
Aggregate
Compensation from the Fund* |
Pension or
Retirement Benefits as Part of Fund Expenses |
Estimated
Annual Benefits upon Retirement |
Total
Compensation from the Fund and DFA Fund Complex Paid to Directors |
||||||||||||
George M. Constantinides Director |
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||||||
John P. Gould Director |
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||||||
Roger G. Ibbotson Director |
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||||||
Edward P. Lazear Director |
$ | [ | ] | N/A | N/A | $ | [ | ] |
13
Name and Position |
Aggregate
Compensation from the Fund* |
Pension or
Retirement Benefits as Part of Fund Expenses |
Estimated
Annual Benefits upon Retirement |
Total
Compensation from the Fund and DFA Fund Complex Paid to Directors |
||||||||||||
Myron S. Scholes Lead Independent Director |
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||||||
Abbie J. Smith Director |
$ | [ | ] | N/A | N/A | $ | [ | ] | ||||||||
Christopher S. Crossan Chief Compliance Officer |
$ | [ | ] | N/A | N/A | N/A |
| The term DFA Fund Complex refers to the four registered investment companies for which the Advisor performs advisory and administrative services and for which the individuals listed above serve as directors/trustees on the Boards of Directors/Trustees of such companies. |
* | Under a deferred compensation plan (the Plan) adopted effective January 1, 2002, the disinterested Directors of the Fund may defer receipt of all or a portion of the compensation for serving as members of the four Boards of Directors/Trustees of the investment companies in the DFA Fund Complex (the DFA Funds). Amounts deferred under the Plan are treated as though equivalent dollar amounts had been invested in shares of a cross-section of the DFA Funds (the Reference Funds or Simulated Funds). The amounts ultimately received by the disinterested Directors under the Plan will be directly linked to the investment performance of the Reference Funds. Deferral of fees in accordance with the Plan will have a negligible effect on a funds assets, liabilities, and net income per share, and will not obligate a fund to retain the services of any disinterested Director or to pay any particular level of compensation to the disinterested Director. The total amount of deferred compensation accrued by the disinterested Directors from the DFA Fund Complex who participated in the Plan during the fiscal year ended October 31, 2016 is as follows: $[ ] (Mr. Ibbotson) and $[ ] (Mr. Lazear). A disinterested Directors deferred compensation will be distributed at the earlier of: (a) January in the year after the disinterested Directors resignation from the Boards of Directors/Trustees of the DFA Funds, or death or disability; or (b) five years following the first deferral, in such amounts as the disinterested Director has specified. The obligations of the DFA Funds to make payments under the Plan will be unsecured general obligations of the DFA Funds, payable out of the general assets and property of the DFA Funds. |
Officers
Below is the name, year of birth, information regarding positions with the Fund and the principal occupation for each officer of the Fund. The address of each officer is 6300 Bee Cave Road, Building One, Austin, TX 78746. Each of the officers listed below holds the same office (except as otherwise noted) in the DFA Entities.
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
April A. Aandal 1963 |
Vice President |
Since
2008 |
Vice President of all the DFA Entities. | |||
Robyn G. Alcorta 1974 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Vice President, Business Development at Capson Physicians Insurance Company (2010-2012). | |||
Magdalia S. Armstrong 1977 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2016). | |||
Darryl D. Avery 1966 |
Vice President |
Since
2005 |
Vice President of all the DFA Entities. | |||
Arthur H. Barlow 1955 |
Vice President |
Since
1993 |
Vice President of all the DFA Entities. Director and Managing Director of Dimensional Fund Advisors Ltd (since September 2013). Director of Dimensional Funds plc and Dimensional Funds II plc (since November 2013). | |||
Lana Bergstein 1974 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Client Service Manager for Dimensional Fund Advisors LP (February 2008 January 2014). | |||
Stanley W. Black 1970 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Senior Research Associate (January 2012 January 2014) and Research Associate (2006 2011) for Dimensional Fund Advisors LP. | |||
Aaron T. Borders 1973 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2008 January 2014). | |||
Scott A. Bosworth 1968 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. |
14
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Valerie A. Brown 1967 |
Vice President and Assistant Secretary |
Since
2001 |
Vice President and Assistant Secretary of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., Dimensional Cayman Commodity Fund I Ltd., Dimensional Fund Advisors Pte. and Dimensional Hong Kong Limited. Director, Vice President and Assistant Secretary of Dimensional Fund Advisors Canada ULC. | |||
David P. Butler 1964 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. Head of Global Financial Services for Dimensional Fund Advisors LP (since 2008). | |||
Douglas M. Byrkit 1970 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (December 2010 January 2012). | |||
Hunt M. Cairns 1973 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2010 January 2014) for Dimensional Fund Advisors LP. | |||
David K. Campbell 1966 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, DC Relationship Manager for Dimensional Fund Advisors LP (October 2010 January 2016). | |||
Dennis M. Chamberlain 1972 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2015) for Dimensional Fund Advisors LP; Principal for Chamberlain Financial Group (October 2010 December 2011). | |||
Ryan J. Chaplinski 1971 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (June 2011 January 2015) for Dimensional Fund Advisors LP; Sales Executive for Vanguard (2004 June 2011). | |||
James G. Charles 1956 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. | |||
Joseph H. Chi 1966 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. Co-Head of Portfolio Management (since March 2012) and Senior Portfolio Manager (since January 2012) for Dimensional Fund Advisors LP. Vice President of Dimensional Fund Advisors Canada ULC (since April 2016). Formerly, Portfolio Manager for Dimensional Fund Advisors LP (October 2005 to January 2012). | |||
Pil Sun Choi 1972 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Counsel for Dimensional Fund Advisors LP (April 2012 January 2014); Vice President and Counsel for AllianceBernstein L.P. (2006 2012). | |||
Stephen A. Clark 1972 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. Director and Vice President of Dimensional Japan Ltd (since February 2016). President and Director of Dimensional Fund Advisors Canada ULC (since February 2016) and Vice President (since April 2008) and Director (since October 2016) of DFA Australia Limited. Director of Dimensional Advisors Ltd, Dimensional Fund Advisors Pte. Ltd., and Dimensional Hong Kong Limited, (since April 2016), Vice President of Dimensional Fund Advisors Pte Ltd. (since June 2016), Head of Global Institutional Services for Dimensional Fund Advisors LP (since January 2014). Formerly, Vice President of Dimensional Fund Advisors Canada ULC (December 2010 February 2016); Head of Institutional, North America (March 2012 to December 2013) and Head of Portfolio Management (January 2006 to March 2012) for Dimensional Fund Advisors LP. | |||
Matthew B. Cobb 1971 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2011 March 2013); Vice President at MullinTBG (2005-2011). | |||
Rose C. Cooke 1971 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2010 March 2014). | |||
Ryan Cooper 1979 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (2003 March 2014). | |||
Jeffrey D. Cornell 1976 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2002 January 2012). | |||
Robert P. Cornell 1949 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
John W. Crill (Wes) 1982 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Senior Associate, Research (January 2015 January 2016); Associate, Research (January 2014 January 2015); Analyst, Research (July 2010 January 2014) for Dimensional Fund Advisors LP. |
15
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Christopher S. Crossan 1965 |
Vice President and Global Chief Compliance Officer |
Since
2004 |
Vice President and Global Chief Compliance Officer of all the DFA Entities, DFA Australia Limited and Dimensional Fund Advisors Ltd. Chief Compliance Officer and Chief Privacy Officer of Dimensional Fund Advisors Canada ULC, Chief Compliance Officer of Dimensional Fund Advisors Pte. Ltd. Formerly, Vice President and Global Chief Compliance Officer for Dimensional SmartNest (US) LLC (October 2010 2014). | |||
John T. Curnutte 1980 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, Research Systems (November 2012 January 2016) for Dimensional Fund Advisors LP; Assistant Vice President, Oaktree Capital Management (April 2011 October 2012). | |||
John Dashtara 1980 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (July 2013 January 2015) for Dimensional Fund Advisors LP; Relationship Manager for Blackrock, Inc. (July 2011 July 2013);Vice President for Towers Watson (formerly, WellsCanning) (June 2009 July 2011). | |||
James L. Davis 1956 |
Vice President |
Since
1999 |
Vice President of all the DFA Entities. | |||
Robert T. Deere 1957 |
Vice President |
Since
1994 |
Vice President of all the DFA Entities, DFA Australia Limited and Dimensional Fund Advisors Canada ULC. | |||
Johnathon K. DeKinder 1979 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2014) and Senior Associate (August 2010 December 2011) for Dimensional Fund Advisors LP. | |||
Mark J. Dennis 1976 |
Vice President |
Since
2015 |
Vice President of all DFA Entities. Formerly, Regional Director (May 2011 January 2015) for Dimensional Fund Advisors LP; Vice President, Portfolio Specialist (January 2007 May 2011) for Morgan Stanley Investment Management. | |||
Massimiliano DeSantis 1971 |
Vice President |
Since
2015 |
Vice President of all DFA Entities. Formerly, Senior Associate, Research (November 2012 January 2015) for Dimensional Fund Advisors LP; Senior Consultant, NERA Economic Consulting, New York (May 2010 November 2012). | |||
Peter F. Dillard 1972 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities. Chief Data Officer for Dimensional Fund Advisors LP (since January 2016). | |||
Robert W. Dintzner 1970 |
Vice President |
Since
2001 |
Vice President of all the DFA Entities. | |||
Karen M. Dolan 1979 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Head of Marketing for Dimensional Fund Advisors LP (since February 2013). Formerly, Senior Manager of Research and Marketing for Dimensional Fund Advisors LP (June 2012 January 2013); Director of Mutual Fund Analysis at Morningstar (January 2008 May 2012). | |||
L. Todd Erskine 1959 |
Vice President |
Since
2015 |
Vice President of all DFA Entities. Formerly, Regional Director (May 2008 January 2015) for Dimensional Fund Advisors LP. | |||
Richard A. Eustice 1965 |
Vice President and Assistant Secretary |
Since
1998 |
Vice President and Assistant Secretary of all the DFA Entities and DFA Australia Limited. Chief Operating Officer for Dimensional Fund Advisors Pte. Ltd. (since April 2013). Formerly, Chief Operating Officer for Dimensional Fund Advisors Ltd. (July 2008 March 2013). | |||
Gretchen A. Flicker 1971 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. | |||
Jed S. Fogdall 1974 |
Vice President |
Since
2008 |
Vice President of all the DFA Entities. Co-Head of Portfolio Management (since March 2012) and Senior Portfolio Manager (since January 2012) of Dimensional Fund Advisors LP. Vice President of Dimensional Fund Advisors Canada ULC (since April 2016). Formerly, Portfolio Manager of Dimensional Fund Advisors LP (September 2004 January 2012). | |||
Edward A. Foley 1976 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (August 2011 January 2014); Senior Vice President of First Trust Advisors L.P. (2007 July 2011). | |||
Deborah J.G. Foster 1959 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Associate (May 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Jeremy P. Freeman 1970 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. |
16
17
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Patrick M. Keating 1954 |
Vice President |
Since
2003 |
Vice President of DFAIDG, DIG, DFAITC, DEM, Dimensional Holdings Inc., Dimensional Fund Advisors LP and Dimensional Japan Ltd. Chief Operating Officer and Director of Dimensional Japan Ltd. Formerly, Vice President of DFA Securities LLC, Dimensional Cayman Commodity Fund I Ltd. and Dimensional Advisors Ltd (until February 2015); Chief Operating Officer of Dimensional Holdings Inc., DFA Securities LLC, Dimensional Fund Advisors LP, Dimensional Cayman Commodity Fund I Ltd., Dimensional Advisors Ltd. and Dimensional Fund Advisors Pte. Ltd. (until February 2015); Director, Vice President, and Chief Privacy Officer of Dimensional Fund Advisors Canada ULC (until February 2015); Director of DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Advisors Ltd. (until February 2015); and Director and Vice President of Dimensional Hong Kong Limited and Dimensional Fund Advisors Pte. Ltd. (until February 2015). | |||
Andrew K. Keiper 1977 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (October 2004 January 2013). | |||
David M. Kershner 1971 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since June 2004). | |||
Arun C. Keswani 1975 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (January 2015 Present). Formerly, Portfolio Manager (January 2013 January 2015) and Investment Associate (October 2011 January 2013) for Dimensional Fund Advisors LP; Investment Banking Associate at Morgan Stanley (August 2010 September 2011). | |||
Kimberly L. Kiser 1972 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Creative Director for Dimensional Fund Advisors LP (September 2012 January 2014); Vice President and Global Creative Director at Morgan Stanley (2007 2012); Visiting Assistant Professor, Graduate Communications Design at Pratt Institute (2004 2012). | |||
Timothy R. Kohn 1971 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Head of Defined Contribution Sales for Dimensional Fund Advisors LP (since August 2010). | |||
Joseph F. Kolerich 1971 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. Senior Portfolio Manager of Dimensional Fund Advisors LP (since January 2012). Formerly, Portfolio Manager for Dimensional (April 2001 January 2012). | |||
Natalia Y. Knych 1971 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, RFP, Institutional (January 2015 January 2016); Senior Associate, Institutional (April 2007 January 2015) for Dimensional Fund Advisors LP. | |||
Mark D. Krasniewski 1981 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Senior Associate, Investment Analytics and Data (January 2012 December 2012) and Systems Developer (June 2007 December 2011) for Dimensional Fund Advisors LP. | |||
Kahne L. Krause 1966 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (May 2010 January 2014) for Dimensional Fund Advisors LP. | |||
Stephen W. Kurad 1968 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. | |||
Michael F. Lane 1967 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. Formerly, Chief Executive Officer for Dimensional SmartNest (US) LLC (July 2012 November 2014). | |||
Francis R. Lao 1969 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Formerly, Vice President Global Operations at Janus Capital Group (2005-2011). | |||
David F. LaRusso 1978 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Senior Trader (January 2010 December 2012) for Dimensional Fund Advisors LP. | |||
Juliet H. Lee 1971 |
Vice President |
Since
2005 |
Vice President of all the DFA Entities. | |||
Marlena I. Lee 1980 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. | |||
Paul A. Lehman 1971 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (July 2013 January 2015) for Dimensional Fund Advisors LP; Chief Investment Officer (April 2005 April 2013) for First Citizens Bancorporation. | |||
John B. Lessley 1960 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2008 January 2013). |
18
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Joy L. Lopez 1971 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Tax Manager (February 2013 January 2015) for Dimensional Fund Advisors LP; Vice President and Tax Manager, North America (August 2006 April 2012) for Pacific Investment Management Company. | |||
Apollo D. Lupescu 1969 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. | |||
Timothy P. Luyet 1972 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Manager, Marketing Operations (January 2014 January 2015), Manager, Client Systems (October 2011 January 2014) and RFP Manager (April 2010 October 2011) for Dimensional Fund Advisors LP. | |||
Peter Magnusson 1969 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2014). | |||
Kenneth M. Manell 1972 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities and Dimensional Cayman Commodity Fund I Ltd. | |||
Aaron M. Marcus 1970 |
Vice President |
Since
2008 |
Vice President of all DFA Entities and Head of Global Human Resources for Dimensional Fund Advisors LP. | |||
Duane R. Mattson 1965 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer (May 2012 January 2015) for Dimensional Fund Advisors LP; Chief Compliance Officer (April 2010 April 2012) for Al Frank Asset Management. | |||
Bryan R. McClune 1975 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director of Dimensional Fund Advisors LP (January 2009 January 2014). | |||
Philip P. McInnis 1984 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2009 January 2014) and Senior Associate (2011) for Dimensional Fund Advisors LP. | |||
Francis L. McNamara 1959 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, Project Management Office for Dimensional Fund Advisors LP (October 2006 January 2016). | |||
Travis A. Meldau 1981 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Portfolio Manager (since September 2011) for Dimensional Fund Advisors LP. Formerly, Portfolio Manager for Wells Capital Management (October 2004 September 2011). | |||
Tracy R. Mitchell 1974 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2013 January 2016); Managing Director, Client Services, Charles Schwab (December 2009 August 2013). | |||
Jonathan G. Nelson 1971 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Manager, Investment Systems (2011 January 2013) for Dimensional Fund Advisors LP. | |||
Catherine L. Newell 1964 |
Vice President and Secretary |
Vice
President since 1997 and Secretary since 2000 |
Vice President and Secretary of all the DFA Entities. Director, Vice President and Secretary of DFA Australia Limited and Dimensional Fund Advisors Ltd. (since February 2002, April 1997, and May 2002, respectively). Vice President and Secretary of Dimensional Fund Advisors Canada ULC (since June 2003), Dimensional Cayman Commodity Fund I Ltd., Dimensional Japan Ltd (since February 2012), Dimensional Advisors Ltd (since March 2012), Dimensional Fund Advisors Pte. Ltd. (since June 2012). Director of Dimensional Funds plc and Dimensional Funds II plc (since 2002 and 2006, respectively). Director of Dimensional Japan Ltd., Dimensional Advisors Ltd., Dimensional Fund Advisors Pte. Ltd. and Dimensional Hong Kong Limited (since August 2012 and July 2012). Formerly, Vice President and Secretary of Dimensional SmartNest (US) LLC (October 2010 November 2014). | |||
John R. Nicholson 1977 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (June 2011 January 2015) for Dimensional Fund Advisors LP; Sales Executive for Vanguard (July 2008 May 2011). | |||
Pamela B. Noble 1964 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Formerly, Portfolio Manager for Dimensional Fund Advisors LP (20082010). | |||
Selwyn Notelovitz 1961 |
Vice President and Deputy Chief Compliance Officer |
Since
2013 |
Vice President and Deputy Chief Compliance Officer of all the DFA Entities. Deputy Chief Compliance Officer of Dimensional Fund Advisors LP (since December 2012). Formerly, Chief Compliance Officer of Wellington Management Company, LLP (2004 2011). |
19
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Carolyn L. O 1974 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities, Dimensional Cayman Commodity Fund I Ltd., and Dimensional Fund Advisors Canada ULC (since April 2016). Deputy General Counsel, Funds (since 2011). | |||
Gerard K. OReilly 1976 |
Vice President and Co-Chief Investment Officer |
Vice
President since 2007 and Co- Chief Investment Officer since 2014 |
Vice President and Co-Chief Investment Officer of all the DFA Entities, Dimensional Fund Advisors Canada ULC, and Dimensional Japan Ltd. Director of Dimensional Funds plc and Dimensional Fund II plc. | |||
Randy C. Olson 1980 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer for Dimensional Fund Advisors LP (July 2014 January 2016); Vice President Regional Head of Investment Compliance, Asia, PIMCO Asia Private Limited (July 2012 July 2014); Country Compliance Officer, Janus Capital, Singapore Private Limited (May 2011 June 2012). | |||
Daniel C. Ong 1973 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since July 2005). | |||
Kyle K. Ozaki 1978 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities. | |||
Matthew A. Pawlak 1977 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (2012 January 2013); Senior Consultant (June 2011-December 2011) and Senior Investment Analyst and Consultant (July 2008-June 2011) at Hewitt EnnisKnupp. | |||
Mary T. Phillips 1981 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Senior Portfolio Manager (January 2015 present). Formerly, Portfolio Manager (April 2014 January 2015) and Investment Associate for Dimensional Fund Advisors LP (July 2012 March 2014). | |||
Jeffrey L. Pierce 1984 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Senior Manager, Advisor Benchmarking (since January 2015) for Dimensional Fund Advisors LP. Formerly, Manager, Advisor Benchmarking (April 2012 December 2014) for Dimensional Fund Advisors LP; Senior Manager, Research and Consulting (October 2010 April 2012) for Crain Communications Inc. | |||
Olivian T. Pitis 1974 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (May 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Brian P. Pitre 1976 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Counsel for Dimensional Fund Advisors LP (since February 2015). Formerly, Chief Financial Officer and General Counsel for Relentless (March 2014 January 2015); Vice President of all the DFA Entities (January 2013 March 2014); Counsel for Dimensional Fund Advisors LP (January 2009March 2014). | |||
David A. Plecha 1961 |
Vice President |
Since
1993 |
Vice President of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd. and Dimensional Fund Advisors Canada ULC. | |||
Allen Pu 1970 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (since January 2015). Formerly, Portfolio Manager for Dimensional Fund Advisors LP (2006 January 2015). | |||
David J. Rapozo 1967 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2011 January 2014). | |||
Mark A. Regier 1969 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Planning and Analysis Manager for Dimensional Fund Advisors LP (July 2007 January 2014). | |||
Cory T. Riedberger 1979 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (March 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Savina B. Rizova 1981 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Research Associate (June 2011 January 2012) for Dimensional Fund Advisors LP. | |||
Michael F. Rocque 1968 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Senior Fund Accounting Manager (July 2013 January 2015) for Dimensional Fund Advisors LP; Senior Financial Consultant and Chief Accounting Officer (July 2002 July 2013) for MFS Investment Management. | |||
L. Jacobo Rodríguez 1971 |
Vice President |
Since
2005 |
Vice President of all the DFA Entities. |
20
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Austin S. Rosenthal 1978 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Vice President for Dimensional SmartNest (US) LLC (September 2010November 2014). | |||
Oliver J. Rowe 1960 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Senior Manager, Human Resources for Dimensional Fund Advisors LP (January 2012 January 2014); Director of Human Resources at Spansion, Inc. (March 2009 December 2011). | |||
Joseph S. Ruzicka 1987 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Manager Investment Analytics and Data (January 2014 January 2015), Senior Associate, Investment Analytics and Data (January 2013 January 2014), Associate, Investment Analytics and Data (January 2012 January 2013), and Investment Data Analyst (April 2010 January 2012) for Dimensional Fund Advisors LP. | |||
Julie A. Saft 1959 |
Vice President |
Since
2010 |
Vice President of all the DFA Entities. | |||
Joel P. Schneider 1980 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Portfolio Manager (since 2013) for Dimensional Fund Advisors LP. Formerly, Investment Associate (April 2011 January 2013) for Dimensional Fund Advisors LP. | |||
Ashish Shrestha 1978 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (September 2009 January 2015) for Dimensional Fund Advisors LP. | |||
Bruce A. Simmons 1965 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. | |||
Ted R. Simpson 1968 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Bhanu P. Singh 1981 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Senior Portfolio Manager for Dimensional Fund Advisors LP (since January 2015). Formerly, Portfolio Manager (January 2012 January 2015) and Investment Associate for Dimensional Fund Advisors LP (August 2010 December 2011). | |||
Bryce D. Skaff 1975 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Lukas J. Smart 1977 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Portfolio Manager of Dimensional Fund Advisors LP (since January 2010). | |||
Andrew D. Smith 1968 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. | |||
Grady M. Smith 1956 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities and Dimensional Fund Advisors Canada ULC. | |||
Matthew Snider 1976 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2011 January 2016); Sales Executive, Vanguard (May 2008 August 2011). | |||
Lawrence R. Spieth 1947 |
Vice President |
Since
2004 |
Vice President of all the DFA Entities. | |||
Charlene L. St. John 1965 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Senior Manager for Dimensional Fund Advisors LP (September 2014 January 2016); Vice President of Marketing, Forward Management/Salient (January 2008 February 2014). | |||
Brent M. Stone 1971 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Project Manager (September 2012 December 2015) and Manager, Corporate Systems for Dimensional Fund Advisors LP (January 2011 September 2012). | |||
Richard H. Tatlow V 1971 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2010 January 2013). | |||
Blake T. Tatsuta 1973 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Manager, Investment Analytics and Data (2012 January 2013) and Research Assistant (2002-2011) for Dimensional Fund Advisors LP. | |||
James J. Taylor 1983 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Accounting Manager for Dimensional Fund Advisors LP (November 2009 January 2016). | |||
Erik T. Totten 1980 |
Vice President |
Since
2013 |
Vice President of all the DFA Entities. Formerly, Regional Director (2010 January 2013) for Dimensional Fund Advisors LP. | |||
John H. Totten 1978 |
Vice President |
Since
2012 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (January 2008January 2012). |
21
Name and Year of Birth |
Position |
Term of
Office 1 and Length of Service |
Principal Occupation During Past 5 Years |
|||
Robert C. Trotter 1958 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. | |||
Dave C. Twardowski 1982 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Research Associate (June 2011 January 2015) for Dimensional Fund Advisors LP. | |||
Karen E. Umland 1966 |
Vice President |
Since
1997 |
Vice President of all the DFA Entities, DFA Australia Limited, Dimensional Fund Advisors Ltd., and Dimensional Fund Advisors Canada ULC. | |||
Benjamin C. Walker 1979 |
Vice President |
Since
2014 |
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (September 2008 January 2014). | |||
Brian J. Walsh 1970 |
Vice President |
Since
2009 |
Vice President of all the DFA Entities. Portfolio Manager for Dimensional Fund Advisors LP (since 2004). | |||
Jessica Walton 1974 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2012 January 2015) for Dimensional Fund Advisors LP; Director of Marketing and Investor Relations for Treaty Oak Capital Management (July 2011 October 2011); Vice President for Rockspring Capital (October 2010 July 2011). | |||
Griffin S. Watkins 1985 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Regional Director (January 2014 January 2016) and Senior Associate (January 2011 December 2013).for Dimensional Fund Advisors LP. | |||
Timothy P. Wei 1968 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Counsel for Dimensional Fund Advisors LP (July 2014 January 2016); Assistant General Counsel, Teacher Retirement System of Texas (October 2008 June 2014). | |||
Weston J. Wellington 1951 |
Vice President |
Since
1997 |
Vice President of all the DFA Entities. | |||
Ryan J. Wiley 1976 |
Vice President |
Since
2007 |
Vice President of all the DFA Entities. | |||
Kristina M. Williams 1975 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Client Service Supervisor for Dowling & Yahnke (July 2014 January 2016); Head of Operations for The Elements Financial Group (January 2013 June 2014); Head of Operations for Vericimetry Advisors LLC (July 2011 December 2012). | |||
Jeremy J. Willis 1976 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Manager, Client Systems for Dimensional Fund Advisors LP (May 2012 January 2016); Vice President, Implementations, Citigroup (August 2006 October 2011). | |||
Stacey E. Winning 1981 |
Vice President |
Since
2015 |
Vice President of all the DFA Entities. Head of Global Recruiting and Development (since June 2014) for Dimensional Fund Advisors LP. Formerly, Senior Manager, Recruiting (December 2012 June 2014) for Dimensional Fund Advisors LP; Co-Head of Global Recruiting (May 2009 November 2012) for Two Sigma Investments. | |||
Cecelia K. Wong 1981 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Client Service Manager for Dimensional Fund Advisors LP (June 2005 January 2016). | |||
Craig A. Wright 1982 |
Vice President |
Since
2016 |
Vice President of all the DFA Entities. Formerly, Accounting Manager for Dimensional Fund Advisors LP (November 2011 January 2016); Senior Associate, PricewaterhouseCoopers LP (July 2009 November 2011). | |||
Joseph L. Young 1978 |
Vice President |
Since
2011 |
Vice President of all the DFA Entities. |
1 | Each officer holds office for an indefinite term at the pleasure of the Board of Directors and until his or her successor is elected and qualified. |
[ TO BE UPDATED IN 485(B) FILING : As of January 31, 2017, Directors and officers as a group owned less than 1% of the outstanding stock of each Portfolio described in this SAI.]
22
Administrative Services
State Street Bank and Trust Company (State Street), 1 Lincoln Street, Boston, MA 02111, serves as the accounting and administration services, dividend disbursing and transfer agent for the Portfolios. The services provided by State Street are subject to supervision by the executive officers and the Board of Directors of the Fund, and include day-to-day keeping and maintenance of certain records, calculation of the offering price of the shares, preparation of reports, liaison with its custodians, and transfer and dividend disbursing agency services. For the administrative and accounting services provided by State Street, the Portfolios pay State Street an annual fee that is calculated daily and paid monthly according to a fee schedule based on the aggregate average net assets of the Fund Complex, which includes four registered investment companies. The fee schedule is set forth in the table below:
.0063% of the Fund Complexs first $150 billion of average net assets;
.0051% of the Fund Complexs next $50 billion of average net assets; and
.0025% of the Fund Complexs average net assets in excess of $200 billion.
The fees charged to a Portfolio under the fee schedule are allocated to each such Portfolio based on the Portfolios pro-rata portion of the applicable aggregate average net assets of the Fund Complex.
The Portfolios also pay separate fees to State Street with respect to the services State Street provides as transfer agent and dividend disbursing agent.
Custodians
Citibank, N.A., 111 Wall Street, New York, NY, 10005, is the custodian for each International Portfolio.
State Street Bank and Trust Company, 1 Lincoln Street, Boston, MA 02111, serves as the custodian for the U.S. Social Core Equity 2 Portfolio and U.S. Sustainability Core 1 Portfolio.
Each custodian maintains a separate account or accounts for a Portfolio; receives, holds, and releases portfolio securities on account of the Portfolio; makes receipts and disbursements of money on behalf of the Portfolio; and collects and receives income and other payments and distributions on account of the Portfolios portfolio securities.
Distributor
The Funds shares are distributed by DFA Securities LLC (formerly, DFA Securities Inc.) (DFAS), a wholly-owned subsidiary of the Advisor. DFAS is registered as a limited purpose broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority. The principal business address of DFAS is 6300 Bee Cave Road, Austin, TX 78746.
DFAS acts as an agent of the Fund by serving as the principal underwriter of the Funds shares. Pursuant to the Distribution Agreement with the Fund, DFAS uses its best efforts to seek or arrange for the sale of shares of the Fund, which are continuously offered. No sales charges are paid by investors or the Fund. No compensation is paid by the Fund to DFAS under the Distribution Agreement.
Legal Counsel
Stradley Ronon Stevens & Young, LLP serves as legal counsel to the Fund. Its address is 2600 One Commerce Square, Philadelphia, PA 19103-7098.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (PwC) is the independent registered public accounting firm to the Fund and audits the annual financial statements of the Fund. PwCs address is Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042.
23
Investment Management
Dimensional Fund Advisors LP, located at 6300 Bee Cave Road, Building One, Austin, TX 78746, serves as investment advisor to the Portfolios. Pursuant to an Investment Management Agreement with each Portfolio, the Advisor is responsible for the management of their respective assets.
Pursuant to Sub-Advisory Agreements with the Advisor, DFA Australia Limited (DFA Australia), Level 43 Gateway, 1 Macquarie Place, Sydney, New South Wales 2000, Australia, has the authority and responsibility to select brokers and dealers to execute securities transactions for the International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio (each a DFA Australia Sub-Advised Fund). DFA Australias duties include the maintenance of a trading desk for each DFA Australia Sub-Advised Fund and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of each DFA Australia Sub-Advised Fund, and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by a DFA Australia Sub-Advised Fund and may delegate this task, subject to its own review, to DFA Australia. DFA Australia maintains and furnishes to the Advisor information and reports on securities of international companies, including its recommendations of securities to be added to the securities that are eligible for purchase by a DFA Australia Sub-Advised Fund as well as making recommendations and elections on corporate actions. In rendering investment management services to the Advisor with respect to each DFA Australia Sub-Advised Fund, DFA Australia expects to use the resources of certain participating affiliates of DFA Australia. Such participating affiliates are providing such services to DFA Australia pursuant to conditions provided in no-action relief granted by the staff of the SEC allowing registered investment advisers to use portfolio management, research and trading resources of advisory affiliates subject to the supervision of a registered adviser.
Pursuant to Sub-Advisory Agreements with the Advisor, Dimensional Fund Advisors Ltd. (DFAL), 20 Triton Street, Regents Place, London, NW13BF, United Kingdom, a company that is organized under the laws of England, has the authority and responsibility to select brokers or dealers to execute securities transactions for the International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio (each a DFAL Sub-Advised Fund). DFALs duties include the maintenance of a trading desk for each DFAL Sub-Advised Fund and the determination of the best and most efficient means of executing securities transactions. On at least a semi-annual basis, the Advisor reviews the holdings of each DFAL Sub-Advised Fund and reviews the trading process and the execution of securities transactions. The Advisor is responsible for determining those securities which are eligible for purchase and sale by each DFAL Sub-Advised Fund and may delegate this task, subject to its own review, to DFAL. DFAL maintains and furnishes to the Advisor information and reports on securities of United Kingdom and European equity market companies, including its recommendations of securities to be added to the securities that are eligible for purchase by each DFAL Sub-Advised Fund as well as making recommendations and elections on corporate actions. DFAL is a member of the Financial Conduct Authority, a self-regulatory organization for investment managers operating under the laws of England.
The Advisor or its affiliates may provide certain non-advisory services (such as data collection or other consulting services) to broker-dealers or investment advisers that may be involved in the distribution of the Portfolios or other mutual funds advised by the Advisor (DFA Advised Funds) or who may recommend the purchase of such DFA Advised Funds for their clients. The Advisor or its affiliates also may provide historical market analysis, risk/return analysis, and continuing education to investment advisers (some of whom may be dual registered investment advisers/broker-dealers) as well as educational speakers and facilities for investment adviser conferences. The Advisor or its affiliates may pay a fee to attend, speak at or assist in sponsoring such conferences or pay travel accommodations of certain participants attending an investment adviser sponsored conference. Sponsorship of investment adviser and/or broker-dealer events by the Advisor may include direct payments to vendors or reimbursement of expenses incurred by investment advisers and/or broker-dealers in connection with hosting educational, training, customer appreciation, or other events for broker-dealers and/or investment advisors or their customers. Dimensional personnel may or may not be present at such events. At the request of a client or potential client, the Advisor or its affiliates may also refer such client to one or more such investment advisers. Any such services or arrangements may give such broker-dealers and investment advisers an incentive to recommend DFA Advised Funds to their clients in order to receive such non-advisory services from the Advisor or its affiliates. However, the provision of these services by the Advisor or its affiliates is not dependent on the amount of DFA Advised Funds sold or recommended by such broker-dealers or investment advisers.
24
David G. Booth, as a director and officer of the Advisor and shareholder of the Advisors general partner, and Rex A. Sinquefield, as a shareholder of the Advisors general partner, acting together, could be deemed controlling persons of the Advisor. Mr. Booth also serves as Director and officer of the Fund. For the services it provides as investment advisor to each Portfolio, the Advisor is paid a monthly fee calculated as a percentage of average net assets of the Portfolio.
For the fiscal years ended October 31, 2016, October 31, 2015 and October 31, 2014, the Portfolios paid management fees to the Advisor as set forth in the following table (the dollar amount is shown prior to any fee waivers or recoupments by the Advisor):
[TO BE UPDATED IN 485(B) FILING:
FISCAL YEAR ENDED 2016 |
FISCAL
2015 |
FISCAL
2014 |
||||||||||
(000) | (000) | (000) | ||||||||||
U.S. Social Core Equity 2 Portfolio (a) |
$ | [ | ] | $ | 1,412 | $ | 1,144 | |||||
U.S. Sustainability Core 1 Portfolio (b) |
$ | [ | ] | $ | 1,395 | $ | 1,030 | |||||
International Sustainability Core 1 Portfolio (c) |
$ | [ | ] | $ | 1,552 | $ | 1,156 | |||||
International Social Core Equity Portfolio (c) |
$ | [ | ] | $ | 1,401 | $ | 783 | 1 | ||||
Emerging Markets Social Core Equity Portfolio (c) |
$ | [ | ] | $ | 5,334 | $ | 4,439 |
1 | $849 after recoupment of fees previously waived |
(a) | Pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement (the Fee Waiver Agreement), the Advisor has contractually agreed to waive all or a portion of its management fee to the extent necessary to reduce the U.S. Social Core Equity 2 Portfolios ordinary operating expenses (excluding expenses incurred through investment in other investment companies) (Portfolio Expenses) of a class of the U.S. Social Core Equity 2 Portfolio so that such Portfolio Expenses, on an annualized basis, do not exceed 0.60% for a class of the Portfolio (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of the U.S. Social Core Equity 2 Portfolio are less than the Expense Limitation Amount of a class of the Portfolio, the Advisor retains the right to recover fees previously waived to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The U.S. Social Core Equity 2 Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months prior to the date of such reimbursement. The Fee Waiver Agreement will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
(b) |
Pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement (the Fee Waiver Agreement), the Advisor has contractually agreed to waive all or a portion of its management fee and to assume the ordinary operating expenses of a class of the U.S. Sustainability Core 1 Portfolio (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio, on an annualized basis, to 0.25% as a percentage of average net assets (the Expense Limitation Amount). At any time that the Portfolio |
25
Expenses of a class of the U.S. Sustainability Core 1 Portfolio are less than the Expense Limitation Amount of a class of the Portfolio, the Advisor retains the right to recover fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount. The U.S. Sustainability Core 1 Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months prior to the date of such reimbursement. The Fee Waiver Agreement will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
(c) | Effective January 1, 2017, pursuant to an Amended and Restated Fee Waiver and/or Expense Assumption Agreement (the Fee Waiver Agreement), the Advisor has contractually agreed to waive all or a portion of its management fee and to assume the ordinary operating expenses of a class of each of the Portfolios listed below (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio listed below, on an annualized basis, to the rates listed below as a percentage of a class of the respective Portfolios average net assets (the Expense Limitation Amount). At any time that the Portfolio Expenses of a class of a Portfolio are less than the Expense Limitation Amount for such class of shares of the Portfolio, the Advisor retains the right to recover any fees previously waived and/or expenses previously assumed to the extent that such recovery will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the Expense Limitation Amount identified below. A Portfolio is not obligated to reimburse the Advisor for fees previously waived or expenses previously assumed by the Advisor more than thirty-six months prior to the date of such reimbursement. For the Emerging Markets Social Core Equity Portfolio, the Advisor has voluntarily agreed to assume the costs of the Portfolios engagement of its social screen vendor but may terminate the assumption of this expense at any time. The Fee Waiver Agreement will remain in effect through February 28, 2018, and may only be terminated by the Funds Board of Directors prior to that date. The Fee Waiver Agreement shall continue in effect from year to year thereafter unless terminated by the Fund or the Advisor. |
Portfolio |
Expense Limitation Amount | |||
International Sustainability Core 1 Portfolio |
0.38 | % | ||
International Social Core Equity Portfolio |
0.38 | % | ||
Emerging Markets Social Core Equity Portfolio |
0.57 | % |
Prior to January 1, 2017, the Advisor had contractually agreed to limit the Portfolio Expenses of a Portfolio, on an annualized basis, to the Expense Limitation Amount listed below.
Portfolio |
Expense Limitation Amount | |||
International Sustainability Core 1 Portfolio |
0.42 | % | ||
International Social Core Equity Portfolio |
0.60 | % | ||
Emerging Markets Social Core Equity Portfolio |
0.85 | % |
In accordance with the team approach used to manage the Portfolios, the portfolio managers and portfolio traders implement the policies and procedures established by the Investment Committee. The portfolio managers and portfolio traders also make daily investment decisions regarding the Portfolios based on the parameters established by the Investment Committee. The individuals named below coordinate the efforts of all other portfolio managers or trading personnel with respect to the day-to-day management of the Portfolios indicated.
Joseph H. Chi, Jed S. Fogdall and Henry F. Gray |
U.S. Social Core Equity 2 Portfolio U.S. Sustainability Core 1 Portfolio |
|
Joseph H. Chi, Jed S. Fogdall, Allen Pu and Bhanu P. Singh |
International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio and Emerging Markets Social Core Equity Portfolio |
26
Emerging Markets Social Core Equity Portfolio
Other Managed Accounts
In addition to the Portfolios, the portfolio managers manage: (i) other U.S. registered investment companies advised or sub-advised by the Advisor; (ii) other pooled investment vehicles that are not U.S. registered mutual funds; and (iii) 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.
Name of Portfolio Manager |
Number of Accounts Managed and Total Assets by Category As of October 31, 2016 |
|
Joseph H. Chi |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management, of which [ ]account with $[ ] million in assets may be subject to a performance fee.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Jed S. Fogdall |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management, of which [ ]account with $[ ] million in assets may be subject to a performance fee.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Henry F. Gray |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management, of which [ ] account with $[ ] million in assets may be subject to a performance fee.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Bhanu P. Singh |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] accounts with $[ ] million in assets may be subject to a performance fee. |
|
Allen Pu |
[ ] U.S. registered mutual funds with $[ ] million in total assets under management.
[ ] unregistered pooled investment vehicles with $[ ] million in total assets under management.
[ ] other accounts with $[ ] million in total assets under management, of which [ ] account with $[ ] million in assets may be subject to a performance fee. |
27
Description of Compensation Structure
Portfolio managers receive a base salary and bonus. Compensation of a portfolio manager is determined at the discretion of the Advisor 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 Portfolios or other accounts that the portfolio managers manage. The Advisor reviews the compensation of each portfolio manager annually and may make modifications in compensation as its Compensation Committee 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. The Advisor considers the factors described above to determine each portfolio managers base salary. |
| Semi-Annual Bonus. Each portfolio manager may receive a semi-annual bonus. The amount of the bonus paid to each portfolio manager is based upon the factors described above. |
Portfolio managers may be awarded the right to purchase restricted shares of the stock of the Advisor, as determined from time to time, by the Board of Directors of the Advisor or its delegates. Portfolio managers also participate in benefit and retirement plans and other programs available generally to all employees.
In addition, portfolio managers may be given the option of participating in the Advisors Long Term Incentive Plan. The level of participation for eligible employees may be dependent on 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.
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 portfolio and other accounts. Other accounts include registered mutual funds (other than the Portfolios), other unregistered pooled investment vehicles, and other accounts managed for organizations and individuals (Accounts). An Account may have similar investment objectives to a Portfolio, or may purchase, sell, or hold securities that are eligible to be purchased, sold, or held by a Portfolio. Actual or apparent conflicts of interest include:
| Time Management . The management of multiple portfolios and/or Accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or Account. The Advisor 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 approaches that are used in connection with the management of the Portfolios. |
| Investment Opportunities . It is possible that at times identical securities will be held by more than one portfolio and/or Account. However, positions in the same security may vary and the length of time that any portfolio 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 portfolio or Account, a Portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible portfolios and Accounts. To deal with these situations, the Advisor has adopted procedures for allocating portfolio transactions across multiple portfolios and Accounts. |
| Broker Selection . With respect to securities transactions for the Portfolios the Advisor determines which broker to use to execute each order, consistent with the Advisors duty to seek best execution of the transaction. However, with respect to certain Accounts (such as separate accounts), the Advisor 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, the Advisor or its affiliates may place separate, non-simultaneous, transactions for a Portfolio 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 Portfolio or the Account. |
28
| Performance-Based Fees . For some Accounts, the Advisor 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 the Advisor with regard to Accounts where the Advisor is paid based on a percentage of assets because the portfolio manager may have an incentive to allocate securities preferentially to the Accounts where the Advisor 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 where he or she may therefore have an incentive to treat the Account in which the portfolio manager or his/her relatives invest preferentially as compared to a Portfolio or other Accounts for which he or she has portfolio management responsibilities. |
The Advisor and the Fund have 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.
Investments in the Portfolios
Information relating to each portfolio managers ownership (including the ownership of his or her immediate family) in the Portfolios contained in this SAI that he or she manages as of October 31, 2016 is set forth in the chart below.
Portfolio |
Portfolio Manager(s) |
Dollar Range of Portfolio Shares Owned | ||
U.S. Social Core Equity 2 Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
[None]
[None] [None] |
||
U.S. Sustainability Core 1 Portfolio |
Joseph H. Chi Jed S. Fogdall Henry F. Gray |
[$0 - $10,000]
[None] [None] |
||
International Sustainability Core 1 Portfolio |
Joseph H. Chi Jed S. Fogdall Bhanu P. Singh Allen Pu |
[$0 - $10,000]
[None] [None] [$0 - $10,000] |
||
International Social Core Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Bhanu P. Singh Allen Pu |
[None]
[None] [None] [None] |
||
Emerging Markets Social Core Equity Portfolio |
Joseph H. Chi Jed S. Fogdall Bhanu P. Singh Allen Pu |
[None]
[None] [None] [None] |
29
The Fund was incorporated under Maryland law on June 15, 1981. Until June 1983, the Fund was named DFA Small Company Fund Inc. Until May 29, 2007, the Emerging Markets Social Core Equity Portfolio was named Emerging Markets Social Core Portfolio. The Fund generally offers shares of the Portfolios only to institutional investors and clients of registered investment advisers.
The Fund, the Advisor, DFA Australia, DFAL and DFAS have adopted a revised Code of Ethics, under Rule 17j-1 of the 1940 Act, for certain access persons of the Portfolios. The Code of Ethics is designed to ensure that access persons act in the interest of a Portfolio, and its shareholders, with respect to any personal trading of securities. Under the Code of Ethics, access persons are generally prohibited from knowingly buying or selling securities (except for mutual funds, U.S. Government securities, and money market instruments) which are being purchased, sold, or considered for purchase or sale by a Portfolio unless the access persons proposed purchases are approved in advance. The Code of Ethics also contains certain reporting requirements and securities trading clearance procedures.
The shares of each Portfolio, when issued and paid for in accordance with the Portfolios Prospectus, will be fully paid and non-assessable shares. Each share of common stock represents an equal proportional interest in the assets and liabilities of a Portfolio and has identical, non-cumulative voting, dividend, redemption liquidation, and other rights and preferences.
With respect to matters that require shareholder approval, shareholders are entitled to vote only with respect to matters that affect the interest of the Portfolio of shares that they hold, except as otherwise required by applicable law. If liquidation of the Fund should occur, shareholders would be entitled to receive, on a per class basis, the assets of the particular Portfolio whose shares they own, as well as a proportionate share of Fund assets not attributable to any particular Portfolio. Ordinarily, the Fund does not intend to hold annual meetings of shareholders, except as required by the 1940 Act or other applicable law. The Funds bylaws provide that special meetings of shareholders shall be called at the written request of shareholders entitled to cast not less than a majority of the votes entitled to be cast at such meeting. Such meeting may be called to consider any matter, including the removal of one or more directors. Shareholders will receive shareholder communications with respect to such matters as required by the 1940 Act, including semi-annual and annual financial statements of the Fund.
Shareholder inquiries may be made by writing or calling the Fund at the address or telephone number appearing on the cover of this SAI. Only those individuals whose signatures are on file for the account in question may receive specific account information or make changes in the account registration.
PRINCIPAL HOLDERS OF SECURITIES
[ TO BE UPDATED IN 485(B) FILING: As of January 31, 2017, the following persons beneficially owned 5% or more of the outstanding stock of the Portfolios, as set forth below:]
U.S. SOCIAL CORE EQUITY 2 PORTFOLIO
[Charles Schwab & Company, Inc.* 101 Montgomery Street San Francisco, CA 94104] |
[ | ]% | ||
[Pershing LLC* One Pershing Plaza P.O. Box 2052 Jersey City, NJ 07303] |
[ | ]% |
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[TD Ameritrade, Inc.* P.O. Box 2226 Omaha, NE 68103] |
[ | ]% | ||
[National Financial Services LLC* 200 Liberty Street One World Financial Center, 5 th Floor New York, NY 10281] |
[ | ]% |
U.S. SUSTAINABILITY CORE 1 PORTFOLIO
[TD Ameritrade, Inc.* 1 ] |
[ | ]% | ||
[Charles Schwab & Company, Inc.* 1 ] |
[ | ]% | ||
[National Financial Services LLC* 1 ] |
[ | ]% | ||
[Pershing LLC* 1 ] |
[ | ]% |
INTERNATIONAL SUSTAINABILITY CORE 1 PORTFOLIO
[Charles Schwab & Company, Inc.* 1 ] |
[ | ]% | ||
[TD Ameritrade, Inc.* 1 ] |
[ | ]% | ||
[National Financial Services LLC* 1 ] |
[ | ]% | ||
[SEI Private Trust Company, Custodian C/O BNY Mellon Wealth Management 1 Freedom Valley Drive Oaks, PA 19456] |
[ | ]% | ||
[MAC & Co. FBO Rockefeller Brothers Foundation P.O. Box 3198 Pittsburgh, PA 15230] |
[ | ]% |
INTERNATIONAL SOCIAL CORE EQUITY PORTFOLIO
[Pershing LLC* 1 ] |
[ | ]% | ||
[Charles Schwab & Company, Inc.* 1 ] |
[ | ]% | ||
[National Financial Services LLC* 1 ] |
[ | ]% | ||
[MITRA & Co., Custodian FBO 98 11270 W. Park Place, Suite 400 Milwaukee, WI 53224] |
[ | ]% | ||
[TD Ameritrade, Inc.* 1 ] |
[ | ]% |
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EMERGING MARKETS SOCIAL CORE EQUITY PORTFOLIO
[National Financial Services LLC* 1 ] |
[ | ]% | ||
[Charles Schwab & Company, Inc.* 1 ] |
[ | ]% | ||
[Global Trust Company, TTEE FBO Mercer Diocese of Brooklyn, Lay Pension Investment Trust 12 Gill Street, Suite 2600 Woburn, MA 01801] |
[ | ]% |
* | Owner of record only (omnibus). |
1 | See address for shareholder previously noted above in list. |
The following information supplements the information set forth in the Prospectus under the caption PURCHASE OF SHARES .
The Fund will accept purchase and redemption orders on each day that the New York Stock Exchange (NYSE) is scheduled to be open for business. However, no purchases by wire may be made on any day that the Federal Reserve System is closed. The Fund generally will be closed on days that the NYSE is closed. 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, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Federal Reserve System is closed on the same days as the NYSE, except that it is open on Good Friday and closed on Columbus Day and Veterans Day. Orders for redemptions and purchases will not be processed if the Fund is closed.
The Fund reserves the right, in its sole discretion, to suspend the offering of shares of a Portfolio or reject purchase orders when, in the judgment of management, such suspension or rejection is in the best interest of the Fund or the Portfolio. Securities accepted in exchange for shares of a Portfolio will be acquired for investment purposes and will be considered for sale under the same circumstances as other securities in the Portfolio.
The Fund or its transfer agent may from time to time appoint a sub-transfer agent, such as a broker, for the receipt of purchase and redemption orders and funds from certain investors. With respect to purchases and redemptions through a sub-transfer agent, the Fund will be deemed to have received a purchase or redemption order when the sub-transfer agent receives the order. Shares of a Portfolio will be priced at the public offering price next calculated after receipt of the purchase or redemption order by the sub-transfer agent.
REDEMPTION AND TRANSFER OF SHARES
The following information supplements the information set forth in the Prospectus under the caption REDEMPTION OF SHARES .
The Fund may suspend redemption privileges or postpone the date of payment: (1) during any period when the NYSE is closed, or trading on the NYSE is restricted as determined by the SEC; (2) during any period when an emergency exists as defined by the rules of the SEC as a result of which it is not reasonably practicable for the Fund to dispose of securities owned by it, or fairly to determine the value of its assets; and (3) for such other periods as the SEC may permit.
Shareholders may transfer shares of a Portfolio to another person by making a written request to the Portfolios transfer agent. The request should clearly identify the account and number of shares to be transferred, and include the signature of all registered owners. The signature on the letter of request must be guaranteed in the same manner as described in the Prospectus under REDEMPTION OF SHARES . As with redemptions, the written request must be received in good order before any transfer can be made.
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The Fund has filed a notice of election under Rule 18f-1 of the 1940 Act that allows the Portfolios to redeem in-kind redemption requests of a certain amount. Specifically, if the amount being redeemed is over the lesser of $250,000 or 1% of a Portfolios net assets, the Portfolio has the right to redeem the shares by providing the amount that exceeds $250,000 or 1% of the Portfolios net assets in securities instead of cash. The securities distributed in-kind would be readily marketable and would be valued for this purpose using the same method employed in calculating the Portfolios net asset value per share. If a shareholder receives redemption proceeds in-kind, the shareholder should expect to incur transaction costs upon the disposition of the securities received in the redemption.
TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS
[ TO BE UPDATED IN 485(B) FILING : ] The following is a summary of some of the federal income tax consequences of investing in a Portfolio (sometimes referred to as the Portfolio). Unless you are invested in the Portfolio through a qualified retirement plan, you should consider the tax implications of investing and consult your own tax advisor. No attempt is made to present a detailed explanation of the tax treatment of the Portfolio or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.
This TAXATION OF THE PORTFOLIOS AND THEIR SHAREHOLDERS section is based on the Internal Revenue Code of 1986, as amended (the Code), and applicable regulations in effect on the date of this SAI. Future legislative, regulatory or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the tax rules applicable to the Portfolio and its shareholders. Any of these changes or court decisions may have a retroactive effect.
This is for general information only and not tax advice and does not purport to deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules. You should consult your own tax advisor regarding your particular circumstances before making an investment in the Portfolio.
Taxation of the Portfolio
The Portfolio has elected and intends to qualify (or, if newly organized, intends to elect and qualify) each year as a regulated investment company (sometimes referred to as a regulated investment company, RIC or portfolio) under Subchapter M of the Code. If the Portfolio qualifies, the Portfolio will not be subject to federal income tax on the portion of its investment company taxable income (that is, generally, taxable interest, dividends, net short-term capital gains, and other taxable ordinary income, net of expenses, without regard to the deduction for dividends paid) and net capital gain (that is, the excess of net long-term capital gains over net short-term capital losses) that it distributes to shareholders.
Qualification as a regulated investment company . In order to qualify for treatment as a regulated investment company, the Portfolio must satisfy the following requirements:
| Distribution Requirement the Portfolio must distribute an amount equal to the sum of at least 90% of its investment company taxable income and 90% of its net tax-exempt income, if any, for the tax year (including, for purposes of satisfying this distribution requirement, certain distributions made by the Portfolio after the close of its taxable year that are treated as made during such taxable year). |
| Income Requirement the Portfolio must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, or other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and net income derived from qualified publicly traded partnerships (QPTPs). |
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| Asset Diversification Test the Portfolio must satisfy the following asset diversification test at the close of each quarter of the Portfolios tax year: (1) at least 50% of the value of the Portfolios assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers (as to which the Portfolio has not invested more than 5% of the value of the Portfolios total assets in securities of an issuer and as to which the Portfolio does not hold more than 10% of the outstanding voting securities of the issuer); and (2) no more than 25% of the value of the Portfolios total assets may be invested in the securities of any one issuer (other than U.S. Government securities or securities of other regulated investment companies) or of two or more issuers which the Portfolio controls and which are engaged in the same or similar trades or businesses, or, collectively, in the securities of one or more QPTPs. |
In some circumstances, the character and timing of income realized by the Portfolio for purposes of the Income Requirement or the identification of the issuer for purposes of the Asset Diversification Test is uncertain under current law with respect to a particular investment, and an adverse determination or future guidance by the Internal Revenue Service (IRS) with respect to such type of investment may adversely affect the Portfolios ability to satisfy these requirements. See Tax Treatment of Portfolio Transactions below with respect to the application of these requirements to certain types of investments. In other circumstances, the Portfolio may be required to sell portfolio holdings in order to meet the Income Requirement, Distribution Requirement, or Asset Diversification Test which may have a negative impact on the Portfolios income and performance. In lieu of potential disqualification, the Portfolio is permitted to pay a tax for certain failures to satisfy the Asset Diversification Test or Income Requirement, which, in general, are limited to those due to reasonable cause and not willful neglect.
The Portfolio may use equalization accounting (in lieu of making some cash distributions) in determining the portion of its income and gains that has been distributed. If the Portfolio uses equalization accounting, it will allocate a portion of its undistributed investment company taxable income and net capital gain to redemptions of Portfolio shares and will correspondingly reduce the amount of such income and gains that it distributes in cash. If the IRS determines that the Portfolios allocation is improper and that the Portfolio has under-distributed its income and gain for any taxable year, the Portfolio may be liable for federal income and/or excise tax. If, as a result of such adjustment, the Portfolio fails to satisfy the Distribution Requirement, the Portfolio will not qualify that year as a regulated investment company, the effect of which is described in the following paragraph.
If for any taxable year the Portfolio does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for dividends paid to shareholders, and the dividends would be taxable to the shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the Portfolios current and accumulated earnings and profits. Failure to qualify as a regulated investment company would thus have a negative impact on the Portfolios income and performance. Subject to savings provisions for certain inadvertent failures to satisfy the Income Requirement or Asset Diversification Test which, in general, are limited to those due to reasonable cause and not willful neglect, it is possible that the Portfolio will not qualify as a regulated investment company in any given tax year. Even if such savings provisions apply, the Portfolio may be subject to a monetary sanction of $50,000 or more. Moreover, the Board reserves the right not to maintain the qualification of the Portfolio as a regulated investment company if it determines such a course of action to be beneficial to shareholders.
Portfolio turnover. For investors that hold their Portfolio shares in a taxable account, a high portfolio turnover rate may result in higher taxes. This is because a portfolio with a high turnover rate is likely to accelerate the recognition of capital gains and more of such gains are likely to be taxable as short-term rather than long-term capital gains in contrast to a comparable portfolio with a low turnover rate. Any such higher taxes would reduce the Portfolios after-tax performance. See, Distributions of Capital Gains below. For non-U.S. investors, any such acceleration of the recognition of capital gains that results in more short-term and less long-term capital gains being recognized by the Portfolio may cause such investors to be subject to increased U.S. withholding taxes. See, Non-U.S. Investors Capital gain dividends and short-term capital gain dividends below.
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Capital loss carryovers . The capital losses of the Portfolio, if any, do not flow through to shareholders. Rather, the Portfolio may use its capital losses, subject to applicable limitations, to offset its capital gains without being required to pay taxes on or distribute to shareholders such gains that are offset by the losses. If the Portfolio has a net capital loss (that is, capital losses in excess of capital gains) for a taxable year beginning after December 22, 2010, the excess (if any) of the Portfolios net short-term capital losses over its net long-term capital gains is treated as a short-term capital loss arising on the first day of the Portfolios next taxable year, and the excess (if any) of the Portfolios net long-term capital losses over its net short-term capital gains is treated as a long-term capital loss arising on the first day of the Portfolios next taxable year. Any such net capital losses of the Portfolio that are not used to offset capital gains may be carried forward indefinitely to reduce any future capital gains realized by the Portfolio in succeeding taxable years. However, for any net capital losses realized in taxable years of the Portfolio beginning on or before December 22, 2010, the Portfolio is only permitted to carry forward such capital losses for eight years as a short-term capital loss. Under a transition rule, capital losses arising in a taxable year beginning after December 22, 2010 must be used before capital losses realized in a taxable year beginning on or before December 22, 2010. The amount of capital losses that can be carried forward and used in any single year is subject to an annual limitation if there is a more than 50% change in ownership of the Portfolio. An ownership change generally results when shareholders owning 5% or more of the Portfolio increase their aggregate holdings by more than 50% over a three-year look-back period. An ownership change could result in capital loss carryovers being used at a slower rate (or, in the case of those realized in taxable years of the Portfolio beginning on or before December 22, 2010, to expire unutilized), thereby reducing the Portfolios ability to offset capital gains with those losses. An increase in the amount of taxable gains distributed to the Portfolios shareholders could result from an ownership change. The Portfolio undertakes no obligation to avoid or prevent an ownership change, which can occur in the normal course of shareholder purchases and redemptions or as a result of engaging in a tax-free reorganization with another portfolio. Moreover, because of circumstances beyond the Portfolios control, there can be no assurance that the Portfolio will not experience, or has not already experienced, an ownership change.
Deferral of late year losses . The Portfolio may elect to treat part or all of any qualified late year loss as if it had been incurred in the succeeding taxable year in determining the Portfolios taxable income, net capital gain, net short-term capital gain, and earnings and profits. The effect of this election is to treat any such qualified late year loss as if it had been incurred in the succeeding taxable year in characterizing Portfolio distributions for any calendar year (see Distributions of Capital Gains below). A qualified late year loss includes:
| any net capital loss incurred after October 31 of the current taxable year, or, if there is no such loss, any net long-term capital loss or any net short-term capital loss incurred after October 31 of the current taxable year (post-October capital losses), and |
| the sum of (1) the excess, if any, of (a) specified losses incurred after October 31 of the current taxable year, over (b) specified gains incurred after October 31 of the current taxable year and (2) the excess, if any, of (a) ordinary losses incurred after December 31 of the current taxable year, over (b) the ordinary income incurred after December 31 of the current taxable year. |
The terms specified losses and specified gains mean ordinary losses and gains from the sale, exchange, or other disposition of property (including the termination of a position with respect to such property), foreign currency losses and gains, and losses and gains resulting from holding stock in a passive foreign investment company (PFIC) for which a mark-to-market election is in effect. The terms ordinary losses and ordinary income mean other ordinary losses and income that are not described in the preceding sentence. Since the Portfolio has a fiscal year ending in October, the amount of qualified late-year losses (if any) is computed without regard to any items of income, gain, or loss that are (a) post-October capital losses, (b) specified losses, and (c) specified gains.
Undistributed capital gains . The Portfolio may retain or distribute to shareholders its net capital gain for each taxable year. The Portfolio currently intends to distribute net capital gains. If the Portfolio elects to retain its net capital gain, the Portfolio will be taxed thereon (except to the extent of any available capital loss carryovers) at the highest corporate tax rate (currently 35%). If the Portfolio elects to retain its net capital gain, it is expected that the Portfolio also will elect to have shareholders treated as if each received a distribution of its pro rata share of such gain, with the result that each shareholder will be required to report its pro rata share of such gain on its tax return as long-term capital gain, will receive a refundable tax credit for its pro rata share of tax paid by the Portfolio on the gain, and will increase the tax basis for its shares by an amount equal to the deemed distribution less the tax credit.
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Excise tax distribution requirements . To avoid a 4% nondeductible federal excise tax, the Portfolio must distribute by December 31 of each year an amount equal to at least: (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (that is, the excess of the gains from sales or exchanges of capital assets over the losses from such sales or exchanges) for the one-year period ended on October 31 of such calendar year, and (3) any prior year undistributed ordinary income and capital gain net income. The Portfolio may elect to defer to the following year any net ordinary loss incurred for the portion of the calendar year which is after the beginning of the Portfolios taxable year. Also, the Portfolio will defer any specified gain or specified loss which would be properly taken into account for the portion of the calendar year after October 31. Any net ordinary loss, specified gain, or specified loss deferred shall be treated as arising on January 1 of the following calendar year. Generally, the Portfolio intends to make sufficient distributions prior to the end of each calendar year to avoid any material liability for federal income and excise tax, but can give no assurances that all or a portion of such liability will be avoided. In addition, under certain circumstances, temporary timing or permanent differences in the realization of income and expense for book and tax purposes can result in the Portfolio having to pay an excise tax.
Foreign income tax . Investment income received by the Portfolio from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld generally will be treated as an expense of the Portfolio. The United States has entered into tax treaties with many foreign countries which entitle the Portfolio to a reduced rate of, or exemption from, tax on such income. Some countries require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when the Portfolio will receive the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder information; therefore, the Portfolio may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing instructions and restrictive timing requirements which may cause the Portfolio not to receive the reduced treaty rates or potential reclaims. Other countries may subject capital gains realized by the Portfolio on sale or disposition of securities of that country to taxation. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Portfolios assets to be invested in various countries is not known. Under certain circumstances, the Portfolio may elect to pass-through foreign tax credits to shareholders, although it reserves the right not to do so. In some instances it may be more costly to pursue tax reclaims than the value of the benefits received by the Portfolio. If the Portfolio makes such an election and obtains a refund of foreign taxes paid by the Portfolio in a prior year, the Portfolio may be eligible to reduce the amount of foreign taxes reported by the Portfolio to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the refund is received. See Investment in Foreign Securities Pass-through of foreign tax credits below.
Distributions of Net Investment Income
The Portfolio receives ordinary income generally in the form of dividends and/or interest on its investments. The Portfolio may also recognize ordinary income from other sources, including, but not limited to, certain gains on foreign currency-related transactions. This income, less expenses incurred in the operation of the Portfolio, constitutes the Portfolios net investment income from which dividends may be paid to you. If you are a taxable investor, distributions of net investment income generally are taxable as ordinary income to the extent of the Portfolios earnings and profits. In the case of a Portfolio whose strategy includes investing in stocks of corporations, a portion of the income dividends paid to shareholders by a Portfolio may be qualified dividends eligible to be taxed at reduced rates.
Distributions of Capital Gains
The Portfolio may realize a capital gain or loss in connection with sales or other dispositions of its portfolio securities. Distributions derived from the excess of net short-term capital gain over net long-term capital loss will be taxable to you as ordinary income. Distributions from the excess of net long-term capital gain over net short-term capital loss will be taxable to you as long-term capital gain, regardless of how long you have held your shares in the Portfolio. Any net capital gain of the Portfolio generally will be distributed once each year, and may be distributed more frequently, if necessary, to reduce or eliminate federal excise or income taxes on the Portfolio.
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Returns of Capital
Distributions by the Portfolio that are not paid from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholders tax basis in his shares; any excess will be treated as gain from the sale of his shares. Thus, the portion of a distribution that constitutes a return of capital will decrease the shareholders tax basis in his Portfolio shares (but not below zero), and will result in an increase in the amount of gain (or decrease in the amount of loss) that will be recognized by the shareholder for tax purposes on the later sale of such Portfolio shares. Return of capital distributions can occur for a number of reasons including, among others, the Portfolio over-estimates the income to be received from certain investments such as those classified as partnerships or equity real estate investment trusts (REITs) (see Tax Treatment of Portfolio Transactions Investments in U.S. REITs below).
Impact of Realized but Undistributed Income and Gains, and Net Unrealized Appreciation of Portfolio Securities
At the time of your purchase of shares, the Portfolios net asset value may reflect undistributed income, undistributed capital gains, or net unrealized appreciation of portfolio securities held by the Portfolio. A subsequent distribution to you of such amounts, although constituting a return of your investment, would be taxable, and would be taxed as ordinary income (some portion of which may be taxed as qualified dividend income), capital gains, or some combination of both, unless you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. The Portfolio may be able to reduce the amount of such distributions from capital gains by utilizing its capital loss carryovers, if any.
Investment in Foreign Securities
The Portfolio may be subject to foreign withholding taxes on income from certain foreign securities. Tax conventions between certain countries and the United States may reduce or eliminate such taxes on the Portfolio and/or its shareholders. Any foreign withholding taxes could reduce the Portfolios distributions paid to you.
Pass-through of foreign tax credits . If at the end of the fiscal year more than 50% in value of the total assets of the Portfolio are invested in securities of foreign corporations, the Portfolio may elect to pass through to its shareholders their pro rata share of foreign income taxes paid by the Portfolio. If this election is made, the Portfolio may report more taxable income to you than it actually distributes. You will then be entitled either to deduct your share of these taxes in computing your taxable income or to claim a foreign tax credit for these taxes against your U.S. federal income tax (subject to limitations for certain shareholders). The Portfolio will provide you with the information necessary to claim this deduction or credit on your personal income tax return if it makes this election. No deduction for foreign tax may be claimed by a noncorporate shareholder who does not itemize deductions or who is subject to the alternative minimum tax. The Portfolio reserves the right not to pass through to its shareholders the amount of foreign income taxes paid by the Portfolio. Additionally, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders. See, Tax Treatment of Portfolio Transactions Securities lending below.
The amount of any foreign tax credits available to you (as a result of the pass-through to you of your pro rata share of foreign taxes paid by the Portfolio) will be reduced if you receive from the Portfolio qualifying dividends from qualifying foreign corporations that are subject to tax at reduced rates. Shareholders in these circumstances should talk with their personal tax advisors about their foreign tax credits and the procedures that they should follow to claim these credits on their personal income tax returns.
Effect of foreign debt investments on distributions . Most foreign exchange gains realized on the sale of debt securities are treated by the Portfolio as ordinary income for federal income tax purposes. Similarly, foreign exchange losses realized on the sale of debt securities generally are treated as ordinary losses. These gains when distributed are taxable to you as ordinary income, and any losses reduce the Portfolios ordinary income otherwise available for distribution to you. This treatment could increase or decrease the Portfolios ordinary income distributions to you, and may cause some or all of the Portfolios previously distributed income to be classified as a return of capital.
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PFIC securities . The Portfolio may invest in securities of foreign entities that could be deemed for tax purposes to be PFICs. In general, a PFIC is any foreign corporation if 75% or more of its gross income for its taxable year is passive income, or 50% or more of its average assets (by value) are held for the production of passive income. When investing in PFIC securities, the Portfolio intends to mark-to-market these securities and recognize any unrealized gains as ordinary income at the end of its fiscal year. Deductions for losses are allowable only to the extent of any current or previously recognized gains. These gains (reduced by allowable losses) are treated as ordinary income that the Portfolio is required to distribute, even though it has not sold or received dividends from these securities. You should also be aware that the designation of a foreign security as a PFIC security will cause its income dividends to fall outside of the definition of qualified foreign corporation dividends. These dividends generally will not qualify for the reduced rate of taxation on qualified dividends when distributed to you by the Portfolio. Due to various complexities in identifying PFICs, the Portfolio can give no assurances that it will be able to identify portfolio securities in foreign corporations that are PFICs in time for the Portfolio to make a mark-to-market election. If the Portfolio is unable to identify an investment as a PFIC and thus does not make a mark-to-market election, the Portfolio may be subject to U.S. federal income tax on a portion of any excess distribution or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Portfolio to its shareholders. Additional charges in the nature of interest may be imposed on the Portfolio in respect of deferred taxes arising from such distributions or gains. Any such taxes or interest charges could in turn reduce the Portfolios distributions paid to you.
Information on the Amount and Tax Character of Distributions
The Portfolio will inform you of the amount and character of your distributions at the time they are paid, and will advise you of the tax status of such distributions for federal income tax purposes shortly after the close of each calendar year. If you have not held Portfolio shares for a full year, the Portfolio may report to shareholders and distribute to you, as ordinary income, qualified dividends, or capital gains, and in the case of non-U.S. shareholders the Portfolio may further report and distribute as interest-related dividends and short-term capital gain dividends, a percentage of income that is not equal to the actual amount of such income earned during the period of your investment in the Portfolio. Taxable distributions declared by the Portfolio in December to shareholders of record in such month, but paid in January, are taxable to you as if they were paid in December.
Medicare Tax
A 3.8% Medicare tax is imposed on net investment income earned by certain individuals, estates and trusts. Net investment income, for these purposes, means investment income, including ordinary dividends and capital gain distributions received from the Portfolio and net gains from redemptions or other taxable dispositions of Portfolio shares, reduced by the deductions properly allocable to such income. In the case of an individual, the tax will be imposed on the lesser of (1) the shareholders net investment income or (2) the amount by which the shareholders modified adjusted gross income exceeds $250,000 (if the shareholder is married and filing jointly or a surviving spouse), $125,000 (if the shareholder is married and filing separately) or $200,000 (in any other case). This Medicare tax, if applicable, is reported by you on, and paid with, your federal income tax return.
Sales, Exchanges and Redemptions of Portfolio Shares
In general . If you are a taxable investor, sales, exchanges and redemptions (including redemptions in kind) of Portfolio shares are taxable transactions for federal and state income tax purposes. If you redeem your Portfolio shares, the IRS requires you to report any gain or loss on your redemption. If you held your shares as a capital asset, the gain or loss that you realize will be capital gain or loss and will be long-term or short-term, generally depending on how long you have held your shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a noncorporate taxpayer, $3,000 of ordinary income.
Redemptions at a loss within six months of purchase . Any loss incurred on a redemption of shares of the Portfolio held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributed to you by the Portfolio on those shares.
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Wash sales . All or a portion of any loss that you realize on a redemption of your Portfolio shares will be disallowed to the extent that you buy other shares in the Portfolio (through reinvestment of dividends or otherwise) within 30 days before or after your share redemption. Any loss disallowed under these rules will be added to your tax basis in the new shares.
Tax basis information. The Portfolio is required to report to you and the IRS annually on Form 1099-B the cost basis of shares purchased or acquired on or after January 1, 2012 where the cost basis of the shares is known by the Portfolio (referred to as covered shares) and which are disposed of after that date. However, cost basis reporting is not required for certain shareholders, including shareholders investing in the Portfolio through a tax-advantaged retirement account, such as a 401(k) plan or an individual retirement account. When required to report cost basis, the Portfolio will calculate it using the Portfolios default method of average cost, unless you instruct the Portfolio in writing to use a different calculation method. In general, average cost is the total cost basis of all your shares in an account divided by the total number of shares in the account. To determine whether short-term or long-term capital gains taxes apply, the IRS presumes you redeem your oldest shares first.
The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The method used will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing share prices, and the entire position is not sold at one time. The Portfolio does not recommend any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. It is important that you consult with your tax advisor to determine which method is best for you and then notify the Portfolio in writing if you intend to utilize a method other than average cost for covered shares.
In addition to the Portfolios default method of average cost, other cost basis methods offered by DFA, which you may elect to apply to covered shares, include:
| FIFO (First In, First Out) Shares acquired first are sold first. |
| LIFO (Last In, First Out) Shares acquired last are sold first. |
| HIFO (Highest Cost, First Out) Shares with the highest cost basis are sold first. |
| LOFO (Lowest Cost, First Out) Shares with the lowest cost basis are sold first. |
| LGUT (Loss/Gain Utilization) A method that evaluates losses and gains and then strategically selects lots based on that gain/loss in conjunction with a holding period. |
| Specific Lot Identification Identification by the shareholder of the shares the shareholder wants to sell or exchange at the time of each sale or exchange on the trade request. The original purchase dates and prices of the shares identified will determine the cost basis and holding period. |
You may elect any of the available methods detailed above for your covered shares. If you do not notify the Portfolio in writing of your elected cost basis method upon the initial purchase into your account, the default method of average cost will be applied to your covered shares. The cost basis for covered shares will be calculated separately from any noncovered shares (defined below) you may own. You may change from average cost to another cost basis method for covered shares at any time by notifying the Portfolio in writing, but only for shares acquired after the date of the change (the change is prospective). The basis of the shares that were averaged before the change will remain averaged after the date of the change.
The Portfolio may also provide Portfolio shareholders (but not the IRS) with information concerning the average cost basis of their shares purchased prior to January 1, 2012 or shares acquired on or after January 1, 2012 for which cost basis information is not known by the Portfolio (noncovered shares) in order to assist you with the calculation of gain or loss from a sale or redemption of noncovered shares. With the exception of the specific lot identification method, DFA first depletes noncovered shares with unknown cost basis in first in, first out order and then noncovered shares with known basis in first in, first out order before applying your elected method to your
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remaining covered shares. If you want to deplete your shares in a different order then you must elect specific lot identification and choose the lots you wish to deplete first. Shareholders that use the average cost method for noncovered shares must make the election to use the average cost method for these shares on their federal income tax returns in accordance with Treasury regulations. This election for noncovered shares cannot be made by notifying the Portfolio.
The Portfolio will compute and report the cost basis of your Portfolio shares sold or exchanged by taking into account all of the applicable adjustments to cost basis and holding periods as required by the Code and Treasury regulations for purposes of reporting these amounts to you and, in the case of covered shares, to the IRS. However the Portfolio is not required to, and in many cases the Portfolio does not possess the information to, take all possible basis, holding period or other adjustments into account in reporting cost basis information to you. Therefore shareholders should carefully review the cost basis information provided by the Portfolio, whether this information is provided pursuant to compliance with cost basis reporting requirements for shares acquired on or after January 1, 2012, or is provided by the Portfolio as a service to shareholders for shares acquired prior to that date, and make any additional basis, holding period or other adjustments that are required by the Code and Treasury regulations when reporting these amounts on their federal income tax returns. Shareholders remain solely responsible for complying with all federal income tax laws when filing their federal income tax returns.
If you hold your Portfolio shares through a broker (or other nominee), please contact that broker (nominee) with respect to reporting of cost basis and available elections for your account.
Tax shelter reporting . Under Treasury regulations, if a shareholder recognizes a loss with respect to the Portfolios shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder (or certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayers treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.
U.S. Government Securities
To the extent the Portfolio invests in certain U.S. Government obligations, dividends paid by the Portfolio to shareholders that are derived from interest on these obligations should be exempt from state and local personal income taxes, subject in some states to minimum investment or reporting requirements that must be met by the Portfolio. The income on portfolio investments in certain securities, such as repurchase agreements, commercial paper and federal agency-backed obligations (e.g., Government National Mortgage Association (GNMA) or Federal National Mortgage Association (FNMA) securities), generally does not qualify for tax-free treatment. The rules on exclusion of this income are different for corporate shareholders.
Qualified Dividend Income for Individuals
Amounts reported by the Portfolio to shareholders as derived from qualified dividend income will be taxed in the hands of individuals and other noncorporate shareholders at the rates applicable to long-term capital gain. Qualified dividend income means dividends paid to the Portfolio (a) by domestic corporations, (b) by foreign corporations that are either (i) incorporated in a possession of the United States, or (ii) are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program, or (c) with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Both the Portfolio and the investor must meet certain holding period requirements to qualify Portfolio dividends for this treatment. Specifically, the Portfolio must hold the stock for at least 61 days during the 121-day period beginning 60 days before the stock becomes ex-dividend. Similarly, investors must hold their Portfolio shares for at least 61 days during the 121-day period beginning 60 days before the Portfolio distribution goes ex-dividend. Income derived from investments in derivatives, fixed-income securities, U.S. REITs, PFICs, and income received in lieu of dividends in a securities lending transaction generally is not eligible for treatment as qualified dividend income. If the qualifying dividend income received by the Portfolio is equal to or greater than 95% of the Portfolios gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Portfolio will be qualifying dividend income.
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Dividends-Received Deduction for Corporations
For corporate shareholders, a portion of the dividends paid by the Portfolio may qualify for the 70% corporate dividends-received deduction. The portion of dividends paid by the Portfolio that so qualifies will be reported by the Portfolio to shareholders each year and cannot exceed the gross amount of dividends received by the Portfolio from domestic (U.S.) corporations. The availability of the dividends-received deduction is subject to certain holding period and debt financing restrictions that apply to both the Portfolio and the investor. Specifically, the amount that the Portfolio may report as eligible for the dividends-received deduction will be reduced or eliminated if the shares on which the dividends earned by the Portfolio were debt-financed or held by the Portfolio for less than a minimum period of time, generally 46 days during a 91-day period beginning 45 days before the stock becomes ex-dividend. Similarly, if your Portfolio shares are debt-financed or held by you for less than a 46-day period then the dividends-received deduction for Portfolio dividends on your shares may also be reduced or eliminated. Even if reported as dividends eligible for the dividends-received deduction, all dividends (including any deducted portion) must be included in your alternative minimum taxable income calculation. Income derived by the Portfolio from investments in derivatives, fixed-income and foreign securities generally is not eligible for this treatment.
Limitation on Deductibility of Losses
Losses incurred on the sale of securities by the Portfolio to another Portfolio will be disallowed if, as of the date of sale, the selling and purchasing portfolios are considered related parties. If the selling and purchasing portfolios are both corporations, they are treated as related parties if five or fewer persons, who are individuals, estates or trusts, own, directly or indirectly, more than 50% of the outstanding shares in both the selling and purchasing portfolios. Other attribution rules may apply.
Tax Treatment of Portfolio Transactions
Set forth below is a general description of the tax treatment of certain types of securities, investment techniques and transactions that may apply to a portfolio and, in turn, affect the amount, character and timing of dividends and distributions payable by the portfolio to its shareholders. This section should be read in conjunction with the discussion in the Prospectus under Principal Investment Strategies and Principal Risks for a detailed description of the various types of securities and investment techniques that apply to the Portfolio.
In general . In general, gain or loss recognized by a portfolio on the sale or other disposition of portfolio investments will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular investment position is maintained and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for a security is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.
Certain fixed-income investments . Gain recognized on the disposition of a debt obligation purchased by a portfolio at a market discount (generally, at a price less than its principal amount) will be treated as ordinary income to the extent of the portion of the market discount that accrued during the period of time the portfolio held the debt obligation unless the portfolio made a current inclusion election to accrue market discount into income as it accrues. If a portfolio purchases a debt obligation (such as a zero coupon security or pay-in-kind security) that was originally issued at a discount, the portfolio generally is required to include in gross income each year the portion of the original issue discount that accrues during such year. Therefore, a portfolios investment in such securities may cause the portfolio to recognize income and make distributions to shareholders before it receives any cash payments on the securities. To generate cash to satisfy those distribution requirements, a portfolio may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of portfolio shares.
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Investments in debt obligations that are at risk of or in default present tax issues for a portfolio . Tax rules are not entirely clear about issues such as whether and to what extent a portfolio should recognize market discount on a debt obligation, when a portfolio may cease to accrue interest, original issue discount or market discount, when and to what extent a portfolio may take deductions for bad debts or worthless securities and how a portfolio should allocate payments received on obligations in default between principal and income. These and other related issues will be addressed by a portfolio in order to ensure that it distributes sufficient income to preserve its status as a regulated investment company.
Options, futures, forward contracts, swap agreements and hedging transactions . In general, option premiums received by a portfolio are not immediately included in the income of the portfolio. Instead, the premiums are recognized when the option contract expires, the option is exercised by the holder, or the portfolio transfers or otherwise terminates the option (e.g., through a closing transaction). If an option written by a portfolio is exercised and the portfolio sells or delivers the underlying stock, the portfolio generally will recognize capital gain or loss equal to (a) sum of the strike price and the option premium received by the portfolio minus (b) the portfolios basis in the stock. Such gain or loss generally will be short-term or long-term depending upon the holding period of the underlying stock. If securities are purchased by a portfolio pursuant to the exercise of a put option written by it, the portfolio generally will subtract the premium received from its cost basis in the securities purchased. The gain or loss with respect to any termination of a portfolios obligation under an option other than through the exercise of the option and related sale or delivery of the underlying stock generally will be short-term gain or loss depending on whether the premium income received by the portfolio is greater or less than the amount paid by the portfolio (if any) in terminating the transaction. Thus, for example, if an option written by a portfolio expires unexercised, the portfolio generally will recognize short-term gain equal to the premium received.
The tax treatment of certain futures contracts entered into by a portfolio as well as listed non-equity options written or purchased by the portfolio on U.S. exchanges (including options on futures contracts, broad-based equity indices and debt securities) may be governed by section 1256 of the Code (section 1256 contracts). Gains or losses on section 1256 contracts generally are considered 60% long-term and 40% short-term capital gains or losses (60/40), although certain foreign currency gains and losses from such contracts may be treated as ordinary in character. Also, any section 1256 contracts held by a portfolio at the end of each taxable year (and, for purposes of the 4% excise tax, on certain other dates as prescribed under the Code) are marked to market with the result that unrealized gains or losses are treated as though they were realized and the resulting gain or loss is treated as ordinary or 60/40 gain or loss, as applicable. Section 1256 contracts do not include any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity swap, equity swap, equity index swap, credit default swap, or similar agreement.
In addition to the special rules described above in respect of options and futures transactions, a portfolios transactions in other derivative instruments (including options, forward contracts and swap agreements) as well as its other hedging, short sale, or similar transactions, may be subject to one or more special tax rules (including the constructive sale, notional principal contract, straddle, wash sale and short sale rules). These rules may affect whether gains and losses recognized by a portfolio are treated as ordinary or capital or as short-term or long-term, accelerate the recognition of income or gains to the portfolio, defer losses to the portfolio, and cause adjustments in the holding periods of the portfolios securities. These rules, therefore, could affect the amount, timing and/or character of distributions to shareholders. Moreover, because the tax rules applicable to derivative financial instruments are in some cases uncertain under current law, an adverse determination or future guidance by the IRS with respect to these rules (which determination or guidance could be retroactive) may affect whether a portfolio has made sufficient distributions and otherwise satisfied the relevant requirements to maintain its qualification as a regulated investment company and avoid a portfolio-level tax.
Certain of a portfolios investments in derivatives and foreign currency-denominated instruments, and the portfolios transactions in foreign currencies and hedging activities, may produce a difference between its book income and its taxable income. If a portfolios book income is less than the sum of its taxable income and net tax-exempt income (if any), the portfolio could be required to make distributions exceeding book income to qualify as a regulated investment company. If a portfolios book income exceeds the sum of its taxable income and net tax-exempt income (if any), the distribution of any such excess will be treated as (i) a dividend to the extent of the portfolios remaining earnings and profits (including current earnings and profits arising from tax-exempt income, reduced by related deductions), (ii) thereafter, as a return of capital to the extent of the recipients basis in the shares, and (iii) thereafter, as gain from the sale or exchange of a capital asset.
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Foreign currency transactions . A portfolios transactions in foreign currencies, foreign currency-denominated debt obligations and certain foreign currency options, futures contracts and forward contracts (and similar instruments) may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. This treatment could increase or decrease a portfolios ordinary income distributions to you, and may cause some or all of the portfolios previously distributed income to be classified as a return of capital. In certain cases, a portfolio may make an election to treat such gain or loss as capital.
Investments in non-U.S. REITs . While non-U.S. REITs often use complex acquisition structures that seek to minimize taxation in the source country, an investment by a portfolio in a non-U.S. REIT may subject the portfolio, directly or indirectly, to corporate taxes, withholding taxes, transfer taxes and other indirect taxes in the country in which the real estate acquired by the non-U.S. REIT is located. The portfolios pro rata share of any such taxes will reduce the portfolios return on its investment. A portfolios investment in a non-U.S. REIT may be considered an investment in a PFIC, as discussed above in Investment in Foreign Securities PFIC securities . Additionally, foreign withholding taxes on distributions from the non-U.S. REIT may be reduced or eliminated under certain tax treaties, as discussed above in Taxation of the Portfolio Foreign income tax . Also, the portfolio in certain limited circumstances may be required to file an income tax return in the source country and pay tax on any gain realized from its investment in the non-U.S. REIT under rules similar to those in the United States which tax foreign persons on gain realized from dispositions of interests in U.S. real estate .
Investments in U.S. REITs. A U.S. REIT is not subject to federal income tax on the income and gains it distributes to shareholders. Dividends paid by a U.S. REIT, other than capital gain distributions, will be taxable as ordinary income up to the amount of the U.S. REITs current and accumulated earnings and profits. Capital gain dividends paid by a U.S. REIT to a portfolio will be treated as long term capital gains by the portfolio and, in turn, may be distributed by the portfolio to its shareholders as a capital gain distribution. Because of certain noncash expenses, such as property depreciation, an equity U.S. REITs cash flow may exceed its taxable income. The equity U.S. REIT, and in turn a portfolio, may distribute this excess cash to shareholders in the form of a return of capital distribution. However, if a U.S. REIT is operated in a manner that fails to qualify as a REIT, an investment in the U.S. REIT would become subject to double taxation, meaning the taxable income of the U.S. REIT would be subject to federal income tax at regular corporate rates without any deduction for dividends paid to shareholders and the dividends would be taxable to shareholders as ordinary income (or possibly as qualified dividend income) to the extent of the U.S. REITs current and accumulated earnings and profits. Also, see Tax Treatment of Portfolio Transactions Investment in taxable mortgage pools (excess inclusion income) and Non-U.S. Investors Investment in U.S. real property with respect to certain other tax aspects of investing in U.S. REITs.
Investment in taxable mortgage pools (excess inclusion income). Under a Notice issued by the IRS, the Code and Treasury regulations to be issued, a portion of a portfolios income from a U.S. REIT that is attributable to the REITs residual interest in a real estate mortgage investment conduit (REMIC) or equity interests in a taxable mortgage pool (referred to in the Code as an excess inclusion) will be subject to federal income tax in all events. The excess inclusion income of a regulated investment company, such as a portfolio, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders held the related REMIC residual interest or, if applicable, taxable mortgage pool directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income (UBTI) to entities (including qualified pension plans, individual retirement accounts, 401(k) plans, Keogh plans or other tax-exempt entities) subject to tax on UBTI, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign stockholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a disqualified organization (which generally includes certain cooperatives, governmental entities, and tax-exempt organizations not subject to UBTI) is a record holder of a share in a regulated investment company, then the regulated investment company will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. The Notice imposes certain reporting requirements upon regulated investment companies that have excess inclusion income. There can be no assurance that a portfolio will not allocate to shareholders excess inclusion income.
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These rules are potentially applicable to a portfolio with respect to any income it receives from the equity interests of certain mortgage pooling vehicles, either directly or, as is more likely, through an investment in a U.S. REIT. It is unlikely that these rules will apply to a portfolio that has a non-REIT strategy.
Investments in partnerships and qualified publicly traded partnerships (QPTP). For purposes of the Income Requirement, income derived by a portfolio from a partnership that is not a QPTP will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership that would be qualifying income if realized directly by the portfolio. While the rules are not entirely clear with respect to a portfolio investing in a partnership outside a master-feeder structure, for purposes of testing whether a portfolio satisfies the Asset Diversification Test, the portfolio generally is treated as owning a pro rata share of the underlying assets of a partnership. See Taxation of the Portfolio Qualification as a regulated investment company . In contrast, different rules apply to a partnership that is a QPTP. A QPTP is a partnership (a) the interests in which are traded on an established securities market, (b) that is treated as a partnership for federal income tax purposes, and (c) that derives less than 90% of its income from sources that satisfy the Income Requirement (e.g., because it invests in commodities). All of the net income derived by a portfolio from an interest in a QPTP will be treated as qualifying income but the portfolio may not invest more than 25% of its total assets in one or more QPTPs. However, there can be no assurance that a partnership classified as a QPTP in one year will qualify as a QPTP in the next year. Any such failure to annually qualify as a QPTP might, in turn, cause a portfolio to fail to qualify as a regulated investment company. Although, in general, the passive loss rules of the Code do not apply to RICs, such rules do apply to a portfolio with respect to items attributable to an interest in a QPTP. Portfolio investments in partnerships, including in QPTPs, may result in the portfolios being subject to state, local or foreign income, franchise or withholding tax liabilities.
Securities lending . While securities are loaned out by a portfolio, the portfolio generally will receive from the borrower amounts equal to any dividends or interest paid on the borrowed securities. For federal income tax purposes, payments made in lieu of dividends are not considered dividend income. These distributions will neither qualify for the reduced rate of taxation for individuals on qualified dividends nor the 70% dividends received deduction for corporations. Also, any foreign tax withheld on payments made in lieu of dividends or interest will not qualify for the pass-through of foreign tax credits to shareholders.
Investments in convertible securities. Convertible debt is ordinarily treated as a single property consisting of a pure debt interest until conversion, after which the investment becomes an equity interest. If the security is issued at a premium (i.e., for cash in excess of the face amount payable on retirement), the creditor-holder may amortize the premium over the life of the bond. If the security is issued for cash at a price below its face amount, the creditor-holder must accrue original issue discount in income over the life of the debt. The creditor-holders exercise of the conversion privilege is treated as a nontaxable event. Mandatorily convertible debt (e.g., an exchange traded note or ETN issued in the form of an unsecured obligation that pays a return based on the performance of a specified market index, exchange currency, or commodity) is often, but not always, treated as a contract to buy or sell the reference property rather than debt. Similarly, convertible preferred stock with a mandatory conversion feature is ordinarily, but not always, treated as equity rather than debt. Dividends received generally are qualified dividend income and eligible for the corporate dividends received deduction. In general, conversion of preferred stock for common stock of the same corporation is tax-free. Conversion of preferred stock for cash is a taxable redemption. Any redemption premium for preferred stock that is redeemable by the issuing company might be required to be amortized under original issue discount principles.
Investments in securities of uncertain tax character . A portfolio may invest in securities the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by a portfolio, it could affect the timing or character of income recognized by the fund, requiring the portfolio to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.
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Backup Withholding
By law, the Portfolio may be required to withhold a portion of your taxable dividends and sales proceeds unless you:
| provide your correct social security or taxpayer identification number, |
| certify that this number is correct, |
| certify that you are not subject to backup withholding, and |
| certify that you are a U.S. person (including a U.S. resident alien). |
The Portfolio also must withhold if the IRS instructs it to do so. When withholding is required, the amount will be 28% of any distributions or proceeds paid. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholders U.S. federal income tax liability, provided the appropriate information is furnished to the IRS. Certain payees and payments are exempt from backup withholding and information reporting. The special U.S. tax certification requirements applicable to non-U.S. investors to avoid backup withholding are described under the Non-U.S. Investors heading below.
Non-U.S. Investors
Non-U.S. investors (shareholders who, as to the United States, are nonresident alien individuals, foreign trusts or estates, foreign corporations, or foreign partnerships) may be subject to U.S. withholding and estate tax and are subject to special U.S. tax certification requirements. Non-U.S. investors should consult their tax advisors about the applicability of U.S. tax withholding and the use of the appropriate forms to certify their status.
In general. The United States imposes a flat 30% withholding tax (or a withholding tax at a lower treaty rate) on U.S. source dividends, including on income dividends paid to you by the Portfolio. Exemptions from this U.S. withholding tax are provided for capital gain dividends paid by the Portfolio from its net long-term capital gains, interest-related dividends paid by the Portfolio from its qualified net interest income from U.S. sources and short-term capital gain dividends. However, notwithstanding such exemptions from U.S. withholding at the source, any dividends and distributions of income and capital gains, including the proceeds from the sale of your Portfolio shares, will be subject to backup withholding at a rate of 28% if you fail to properly certify that you are not a U.S. person.
Capital gain dividends and short-term capital gain dividends. In general, (i) a capital gain dividend reported by the Portfolio to shareholders as paid from its net long-term capital gains or (ii) a short-term capital gain dividend reported by the Portfolio to shareholders as paid from its net short-term capital gains, other than long- or short-term capital gains realized on disposition of U.S. real property interests (see the discussion below) are not subject to U.S. withholding tax unless you are a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the calendar year.
Interest-related dividends. Dividends reported by the Portfolio to shareholders as interest-related dividends and paid from its qualified net interest income from U.S. sources are not subject to U.S. withholding tax. Qualified interest income includes, in general, U.S. source (1) bank deposit interest, (2) short-term original discount, (3) interest (including original issue discount, market discount, or acquisition discount) on an obligation which is in registered form, unless it is earned on an obligation issued by a corporation or partnership in which the Portfolio is a 10-percent shareholder or is contingent interest, and (4) any interest-related dividend from another regulated investment company. On any payment date, the amount of an income dividend that is reported by the Portfolio to shareholders as an interest-related dividend may be more or less than the amount that is so qualified. This is because the reporting of interest-related dividends is based on an estimate of the Portfolios qualified net interest income for its entire fiscal year, which can only be determined with exactness at fiscal year-end. As a consequence, the Portfolio may over withhold a small amount of U.S. tax from a dividend payment. In this case, the non-U.S. investors only recourse may be to either forgo recovery of the excess withholding or to file a United States nonresident income tax return to recover the excess withholding.
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Further limitations on tax reporting for interest-related dividends and short-term capital gain dividends for non-U.S. investors. It may not be practical in every case for the Portfolio to report to shareholders, and the Portfolio reserves the right in these cases to not report, small amounts of interest-related dividends or short-term capital gain dividends. Additionally, the Portfolios reporting of interest-related dividends or short-term capital gain dividends may not be passed through to shareholders by intermediaries who have assumed tax reporting responsibilities for this income in managed or omnibus accounts due to systems limitations or operational constraints.
Net investment income from dividends on stock and foreign source interest income continue to be subject to withholding tax; foreign tax credits . Ordinary dividends paid by the Portfolio to non-U.S. investors on the income earned on portfolio investments in (i) the stock of domestic and foreign corporations, and (ii) the debt of foreign issuers continue to be subject to U.S. withholding tax. Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from an election to pass-through foreign tax credits to shareholders, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.
Income effectively connected with a U.S. trade or business . If the income from the Portfolio is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends and any gains realized upon the sale or redemption of shares of the Portfolio will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations and require the filing of a nonresident U.S. income tax return.
Investment in U.S. real property . The Portfolio may invest in equity securities of corporations that invest in U.S. real property, including U.S. REITs. The sale of a U.S. real property interest (USRPI) by the Portfolio or by a U.S. REIT or U.S. real property holding corporation in which the Portfolio invests may trigger special tax consequences to the Portfolios non-U.S. shareholders.
The Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) makes non-U.S. persons subject to U.S. tax on disposition of a USRPI as if he or she were a U.S. person. Such gain is sometimes referred to as FIRPTA gain. The Code provides a look-through rule for distributions of FIRPTA gain by a RIC received from a U.S. REIT or another RIC classified as a U.S. real property holding corporation or realized by the RIC on a sale of a USRPI (other than a domestically controlled U.S. REIT or RIC that is classified as a qualified investment entity) if all of the following requirements are met:
| The RIC is classified as a qualified investment entity. A RIC is classified as a qualified investment entity with respect to a distribution to a non-U.S. person which is attributable directly or indirectly to a sale or exchange of a USRPI if, in general, 50% or more of the RICs assets consist of interests in U.S. REITs and U.S. real property holding corporations, and |
| You are a non-U.S. shareholder that owns more than 5% of a class of Portfolio shares at any time during the one-year period ending on the date of the distribution. |
| If these conditions are met, such Portfolio distributions to you are treated as gain from the disposition of a USRPI, causing the distributions to be subject to U.S. withholding tax at a rate of 35% (unless reduced by future regulations), and requiring that you file a nonresident U.S. income tax return. |
| In addition, even if you do not own more than 5% of a class of Portfolio shares, but the Portfolio is a qualified investment entity, such Portfolio distributions to you will be taxable as ordinary dividends rather than as a capital gain dividend (a distribution of long-term capital gains) or a short-term capital gain dividend subject to withholding at the 30% or lower treaty withholding rate. |
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Because the Portfolio expects to invest less than 50% of its assets at all times, directly or indirectly, in U.S. real property interests, the Portfolio expects that neither gain on the sale or redemption of Portfolio shares nor Portfolio dividends and distributions will be subject to FIRPTA reporting and tax withholding.
U.S. estate tax. Transfers by gift of shares of the Portfolio by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a non-U.S. shareholder will nevertheless be subject to U.S. federal estate tax with respect to Portfolio shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exemption applies. If a treaty exemption is available, a decedents estate may nonetheless need to file a U.S. estate tax return to claim the exemption in order to obtain a U.S. federal transfer certificate. The transfer certificate will identify the property (i.e., Portfolio shares) as to which the U.S. federal estate tax lien has been released. In the absence of a treaty, there is a $13,000 statutory estate tax credit (equivalent to U.S. situs assets with a value of $60,000). For estates with U.S. situs assets of not more than $60,000, the Portfolio may accept, in lieu of a transfer certificate, an affidavit from an appropriate individual evidencing that decedents U.S. situs assets are below this threshold amount.
U.S. tax certification rules . Special U.S. tax certification requirements may apply to non-U.S. shareholders both to avoid U.S. backup withholding imposed at a rate of 28% and to obtain the benefits of any treaty between the United States and the shareholders country of residence. In general, if you are a non-U.S. shareholder, you must provide a Form W-8 BEN (or other applicable Form W-8) to establish that you are not a U.S. person, to claim that you are the beneficial owner of the income and, if applicable, to claim a reduced rate of, or exemption from, withholding as a resident of a country with which the United States has an income tax treaty. A Form W-8BEN provided without a U.S. taxpayer identification number will remain in effect for a period beginning on the date signed and ending on the last day of the third succeeding calendar year unless an earlier change of circumstances makes the information on the form incorrect. Certain payees and payments are exempt from backup withholding.
The tax consequences to a non-U.S. shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Non-U.S. shareholders are urged to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Portfolio, including the applicability of foreign tax.
Foreign Account Tax Compliance Act (FATCA). Under FATCA, the Portfolio will be required to withhold a 30% tax on payments or distributions made by the Portfolio to certain foreign entities, referred to as foreign financial institutions (FFI) or non-financial foreign entities (NFFE): (a) income dividends and (b) after December 31, 2018, certain capital gain distributions, return of capital distributions, and the proceeds arising from the sale of Portfolio shares. The FATCA withholding tax generally can be avoided: (a) by an FFI, if it reports certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by an NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, reporting information relating to them. The U.S. Treasury has negotiated intergovernmental agreements (IGA) with certain countries and is in various stages of negotiations with a number of other foreign countries with respect to one or more alternative approaches to implement FATCA; an entity in one of those countries may be required to comply with the terms of an IGA instead of U.S. Treasury regulations.
An FFI can avoid FATCA withholding if it is deemed compliant or by becoming a participating FFI, which requires the FFI to enter into a U.S. tax compliance agreement with the IRS under section 1471(b) of the Code (FFI agreement) under which it agrees to verify, report and disclose certain of its U.S. accountholders and meet certain other specified requirements. The FFI will either report the specified information about the U.S. accounts to the IRS, or, to the government of the FFIs country of residence (pursuant to the terms and conditions of applicable law and an applicable IGA entered into between the U.S. and the FFIs country of residence), which will, in turn, report the specified information to the IRS. An FFI that is resident in a country that has entered into an IGA with the U.S. to implement FATCA will be exempt from FATCA withholding provided that the FFI shareholder and the applicable foreign government comply with the terms of such agreement.
An NFFE that is the beneficial owner of a payment from the Portfolio can avoid the FATCA withholding tax generally by certifying that it does not have any substantial U.S. owners or by providing the name, address and taxpayer identification number of each substantial U.S. owner. The NFFE will report the information to the Portfolio or other applicable withholding agent, which will, in turn, report the information to the IRS.
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Such foreign shareholders also may fall into certain exempt, excepted or deemed compliant categories as established by U.S. Treasury regulations, IGAs, and other guidance regarding FATCA. An FFI or NFFE that invests in the Portfolio will need to provide the Portfolio with documentation properly certifying the entitys status under FATCA in order to avoid FATCA withholding. Non-U.S. investors should consult their own tax advisors regarding the impact of these requirements on their investment in the Portfolio. The requirements imposed by FATCA are different from, and in addition to, the U.S. tax certification rules to avoid backup withholding described above. Shareholders are urged to consult their tax advisors regarding the application of these requirements to their own situation.
Effect of Future Legislation; Local Tax Considerations
The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on the date of this SAI. Future legislative or administrative changes, including provisions of current law that sunset and thereafter no longer apply, or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein. Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholders particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in the Portfolio.
The Board of Directors of the Fund has delegated the authority to vote proxies for the portfolio securities held by the Portfolios to the Advisor in accordance with the Proxy Voting Policies and Procedures (the Voting Policies) and Proxy Voting Guidelines (Voting Guidelines) adopted by the Advisor. The Voting Guidelines are largely based on those developed by Institutional Shareholder Services, Inc. (ISS), an independent third-party proxy service provider, except with respect to certain matters for which the Advisor has modified the standard voting guidelines. A concise summary of the Voting Guidelines is provided in an Appendix to this SAI.
The Investment Committee at the Advisor is generally responsible for overseeing the Advisors proxy voting process. The Investment Committee has formed a Corporate Governance Committee composed of certain officers, directors and other personnel of the Advisor and has delegated to its members authority to (i) oversee the voting of proxies and third-party proxy service providers, (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 Corporate Governance 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 the Advisor to vote proxies on behalf of the Portfolios, including all authorized traders of the Advisor.
The Advisor seeks to vote (or refrains from voting) proxies in a manner that the Advisor determines is in the best interests of the Portfolios and which seeks to maximize the value of the Portfolios investments. Generally, the Advisor analyzes proxy statements on behalf of the Portfolios and instructs the vote (or refrains from voting) in accordance with the Voting Policies and the Voting Guidelines. Since most proxies the Advisor receives are instructed to be voted in accordance with the Voting Guidelines, proxies voted should not result from conflicts of interest. However, the Voting Policies do address the procedures to be followed if a conflict of interest arises between the interests of the Portfolios, and the interests of the Advisor or its affiliates. If a Corporate Governance Committee (Committee) member has actual knowledge of a 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
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shareholder value, or (b) determine to abstain from voting, unless abstaining would be materially adverse to the interest of the Portfolios. To the extent the Committee makes a determination regarding how to vote or to abstain for a proxy on behalf of a Portfolio in the circumstances described in this paragraph, the Advisor will report annually on such determinations to the Board of Directors of the Fund.
The Advisor will usually instruct voting of 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, the Advisor reserves the right to instruct votes counter to the Voting Guidelines if, after a review of the matter, the Advisor believes that the best interests of a Portfolio would be served by such a vote. In such a circumstance, the analysis will be documented in writing and periodically presented to the Corporate Governance Committee. To the extent that the Voting Guidelines do not cover potential voting issues, the Advisor will vote on such issues in a manner that is consistent with the spirit of the Voting Guidelines and that the Advisor believes would be in the best interests of a Portfolio.
In some cases, the Advisor may determine that it is in the best interests of a Portfolio to refrain from exercising proxy voting rights. The Advisor may determine that voting is not in the best interest of a Portfolio and refrain from voting if the costs, including the opportunity costs, of voting would, in the view of the Advisor, exceed the expected benefits of voting. For securities on loan, the Advisor will balance the revenue-producing value of loans against the difficult-to-assess value of casting votes. It is the Advisors 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 the Advisor recalling loaned securities in order to ensure they are voted. The Advisor does intend to recall securities on loan if based upon information in the Advisors possession, it determines that voting the securities is likely to materially affect the value of a Portfolios investment and that it is in the Portfolios best interests to do so. In cases where the Advisor does not receive a solicitation or enough information within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor or its service provider may be unable to vote.
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. The Advisor does not intend to vote proxies of non-U.S. companies if the Advisor determines that the expected economic costs from voting outweigh the anticipated economic benefit to a Portfolio associated with voting. The Advisor intends to make its determination on whether to vote proxies of non-U.S. companies on a portfolio-by-portfolio basis, and generally seeks to implement uniform voting procedures for all proxies of companies in a country. The Advisor 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 the Advisors decision of whether or not to vote. In the event the Advisor is made aware of and believes an issue to be voted is likely to materially affect the economic value of a Portfolio, that its vote is reasonably likely to influence the ultimate outcome of the contest, and the expected benefits of voting the proxies exceed the costs, the Advisor will make every reasonable effort to vote such proxies.
The Advisor and the Fund have retained ISS to provide certain services with respect to proxy voting. ISS will provide information on shareholder meeting dates and proxy materials; translate proxy materials printed in a foreign language; provide research on proxy proposals and voting recommendations in accordance with the Voting Guidelines; effect votes on behalf of a Portfolio; and provide reports concerning the proxies voted (the Proxy Voting Services). In addition, the Advisor may retain the services of supplemental third-party proxy service providers to provide, among other things, research on proxy proposals and voting recommendations for certain shareholder meetings, as identified in the Voting Guidelines. Although the Advisor retains third-party service providers for proxy issues, the Advisor remains responsible for proxy voting decisions. In this regard, the Advisor uses commercially reasonable efforts to oversee the directed delegation to third-party proxy voting service providers, upon which the Advisor relies to carry out the Proxy Voting Services. Prior to the selection of a new third-party proxy service provider and annually thereafter or more frequently if deemed necessary by the Advisor, the Corporate Governance Committee will consider whether the proxy service provider (i) has the capacity and competency to adequately analyze proxy issues and (ii) can make its recommendations in an impartial manner and in the best interests of the Advisors clients. In the event that the Voting Guidelines are not implemented precisely as the Advisor intends because of the actions or omissions of any third party service providers, custodians or sub-custodians or other agents or any such persons experience any irregularities (e.g., misvotes or missed votes), then such instances will not necessarily be deemed by the Advisor as a breach of the Voting Policies.
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Information regarding how a Portfolio voted proxies related to its portfolio securities during the 12 month period ended June 30 of each year is available, no later than August 31 of each year, without charge, (i) on the Advisors Web site at http://us.dimensional.com and (ii) on the SECs Web site at http://www.sec.gov .
DISCLOSURE OF PORTFOLIO HOLDINGS
The Advisor and the Board of Directors of the Fund have adopted a policy (the Policy) to govern disclosure of the portfolio holdings of each Portfolio (Holdings Information), and to prevent the misuse of material non-public Holdings Information. The Advisor has determined that the Policy and its procedures: (1) are reasonably designed to ensure that disclosure of Holdings Information is in the best interests of the shareholders of a Portfolio, and (2) appropriately address the potential for material conflicts of interest.
Disclosure of Holdings Information as Required by Applicable Law. Holdings Information (whether a partial listing of portfolio holdings or a complete listing of portfolio holdings) shall be disclosed to any person as required by applicable law, rules, and regulations.
Online Disclosure of Portfolio Holdings Information. Each Portfolio generally discloses up to its twenty-five largest portfolio holdings and the percentages that each of these largest portfolio holdings represent of the Portfolios total assets (largest holdings), as of the most recent month-end, online at the Advisors public Web site, http://us.dimensional.com , within twenty days after the end of each month. This online disclosure may also include information regarding a Portfolios industry allocations. Each Portfolio generally discloses its complete Holdings Information (other than cash and cash equivalents), as of month-end, online at the Advisors public Web site, http://us.dimensional.com, 30 days following the month-end or more frequently and at different periods when authorized by a Designated Person (as defined below).
Disclosure of Holdings Information to Recipients. Each of the Advisors Chairman, Director of Institutional Services, Head of Portfolio Management and Trading and General Counsel (together, the Designated Persons) may authorize disclosing non-public Holdings Information more frequently or at different periods than as described above solely to those financial advisors, registered accountholders, authorized consultants, authorized custodians, or third-party data service providers (each a Recipient) who: (i) specifically request the more current non-public Holdings Information, and (ii) execute a Use and Nondisclosure Agreement (each a Nondisclosure Agreement). Each Nondisclosure Agreement subjects the Recipient to a duty of confidentiality with respect to the non-public Holdings Information, and prohibits the Recipient from trading based on the non-public Holdings Information. Any non-public Holdings Information that is disclosed shall not include any material information about a Portfolios trading strategies or pending portfolio transactions. The non-public Holdings Information provided to a Recipient under a Nondisclosure Agreement, unless indicated otherwise, is not subject to a time delay before dissemination. Designated Persons may also approve the distribution of Holdings Information for a Portfolio more frequently or at a period other than as described above.
[ TO BE UPDATED IN 485(B) FILING : As of the date of this SAI, the Advisor and the Portfolios had ongoing arrangements with the following Recipients to make available non-public Holdings Information:
Recipient |
Business Purpose |
Frequency |
||
Cambridge Associates Limited | Monitoring investor exposure and investment strategy | Quarterly | ||
Citibank, N.A. | Fund Custodian | Daily | ||
Citibank, N.A. | Middle office operational support service provider to the Advisor | Daily | ||
Colonial Consulting Corporation, Inc. | Monitoring investor exposure and investment strategy | Monthly |
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Recipient |
Business Purpose |
Frequency |
||
Environmental Impact Vendor | Environmental impact analysis | Quarterly | ||
Marquette Associates | Monitoring investor exposure and investment strategy | Quarterly | ||
Mercer Investment Consulting, Inc. | Monitoring investor exposure and investment strategy | Monthly | ||
MSCI ESG Research | Social screen provider | Quarterly | ||
Pavilion Advisory Group | Monitoring investor exposure and investment strategy | Quarterly | ||
Peirce Park Group | Monitoring investor exposure and investment strategy | Upon Request | ||
PricewaterhouseCoopers LLP | Independent registered public accounting firm | Upon Request | ||
Pricing Service Vendor | Fair value information services | Daily | ||
R.V. Kuhns & Associates, Inc. | Monitoring investor exposure and investment strategy | Monthly | ||
State Street Bank and Trust Company | Fund Administrator, Accounting Agent, Transfer Agent and Custodian | Daily | ||
Wilshire Associates, Inc. | Monitoring investor exposure and investment strategy | Quarterly |
In addition, certain employees of the Advisor and its subsidiaries receive Holdings Information on a quarterly, monthly, or daily basis, or upon request, in order to perform their business functions. None of the Portfolios, the Advisor, or any other party receives any compensation in connection with these arrangements.]
The Policy includes the following procedures to ensure that disclosure of Holdings Information is in the best interests of shareholders, and to address any conflicts between the interests of shareholders, on the one hand, and the interests of the Advisor, DFAS, or any affiliated person of the Fund, the Advisor, or DFAS, on the other. In order to protect the interests of shareholders and each Portfolio, and to ensure no adverse effect on shareholders in the limited circumstances where a Designated Person is considering making non-public Holdings Information available to a Recipient, the Advisors Director of Institutional Services and the Chief Compliance Officer will consider any conflicts of interest. If the Chief Compliance Officer, following appropriate due diligence, determines in his or her reasonable judgment that: (1) a Portfolio has a legitimate business purpose for providing the non-public Holdings Information to a Recipient, and (2) disclosure of non-public Holdings Information to the Recipient would be in the interests of the shareholders and outweighs the possible reasonably anticipated adverse effects, then the Chief Compliance Officer may approve the proposed disclosure.
The Chief Compliance Officer documents all disclosures of non-public Holdings Information (including the legitimate business purpose for the disclosure), and periodically reports to the Board on such arrangements. The Chief Compliance Officer also is responsible for ongoing monitoring of the distribution and use of non-public Holdings Information. Such arrangements are reviewed by the Chief Compliance Officer on an annual basis. Specifically, the Chief Compliance Officer requests an annual certification from each Recipient that the Recipient has complied with all terms contained in the Nondisclosure Agreement. Recipients who fail to provide the requested certifications are prohibited from receiving non-public Holdings Information.
The Board exercises continuing oversight of the disclosure of Holdings Information by: (1) overseeing the implementation and enforcement of the Policy by the Chief Compliance Officer of the Advisor and of the Fund; (2) considering reports and recommendations by the Chief Compliance Officer concerning the implementation of the Policy and any material compliance matters that may arise in connection with the Policy; and (3) considering whether to approve or ratify any amendments to the Policy. The Advisor and the Board reserve the right to amend the Policy at any time, and from time to time without prior notice, in their sole discretion.
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Prohibitions on Disclosure of Portfolio Holdings and Receipt of Compensation . No person is authorized to disclose Holdings Information or other investment positions (whether online at http://us.dimensional.com , in writing, by fax, by e-mail, orally, or by other means) except in accordance with the Policy. In addition, no person is authorized to make disclosure pursuant to the Policy if such disclosure is otherwise in violation of the antifraud provisions of the federal securities laws.
The Policy prohibits the Portfolios, the Advisor, or an affiliate thereof from receiving any compensation or other consideration of any type for the purpose of obtaining disclosure of non-public Holdings Information or other investment positions. Consideration includes any agreement to maintain assets in a Portfolio or in other investment companies or accounts managed by the Advisor or by any affiliated person of the Advisor.
The Policy and its procedures are intended to provide useful information concerning the Portfolios to existing and prospective shareholders, while at the same time preventing the improper use of Holdings Information. However, there can be no assurance that the furnishing of any Holdings Information is not susceptible to inappropriate uses, particularly in the hands of sophisticated investors, or that the Holdings Information will not in fact be misused in other ways, beyond the control of the Advisor.
PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042, is the Funds independent registered public accounting firm. It audits the Funds annual financial statements. The audited financial statements and financial highlights of each Portfolio for the fiscal year ended October 31, 2016, as set forth in the Funds annual report to shareholders, including the report of PricewaterhouseCoopers LLP, are incorporated by reference into this SAI.
An investor may obtain a copy of the annual reports, upon request and without charge, by contacting the Fund at the address or telephone number appearing on the cover of this SAI.
Each Portfolio may compare its investment performance to appropriate market and mutual fund indices and investments for which reliable performance data is available. Such indices are generally unmanaged and are prepared by entities and organizations that track the performance of investment companies or investment advisors. Unmanaged indices often do not reflect deductions for administrative and management costs and expenses. The performance of a Portfolio may also be compared in publications to averages, performance rankings, or other information prepared by recognized mutual fund statistical services. Any performance information, whether related to a Portfolio or to the Advisor, should be considered in light of the Portfolios investment objectives and policies, characteristics and the quality of the portfolio and market conditions during the time period indicated and should not be considered to be representative of what may be achieved in the future.
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APPENDIX
U.S. PROXY VOTING CONCISE GUIDELINES
Effective for Meetings on or after February 1, 2016
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), and may in certain circumstances purchase research from other third parties as well.
Specifically, if available, the Advisor may obtain research from Glass Lewis or other third parties 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. Except as otherwise provided herein or in the Policy, 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 Corporate Governance Committees (or its designees) determination considering the principle of preserving shareholder value. Irrespective of whether the recommendations contained in the research reports from ISS and Glass Lewis are the same or inconsistent, the Corporate Governance Committee (or its designees) will vote on proxies relating to mergers and acquisitions, say-on-pay, or election of directors of companies that have a poison pill as the Corporate Governance Committee (or its designees) determines, considering the principle of preserving shareholder value; provided, however, that if a conflict of interest or potential conflict of interest exists, the matter shall be brought before the Corporate Governance Committee for consideration as provided for in the Policy.
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, or 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. |
A - 1
Board of Directors:
Voting on Director Nominees in Uncontested Elections
Generally vote FOR director nominees, except under the following circumstances:
1. Accountability
Vote AGAINST 1 or WITHHOLD from the entire board of directors (except new nominees 2 , who should be considered CASE-BY-CASE) for the following:
Problematic Takeover Defenses
Classified Board Structure:
1.1. | The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election. 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. |
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 it cannot be determined whether the nominee joined the board before or after the problematic action transpired, the nominee will be considered a new nominee if he or she joined the board within the 12 months prior to the upcoming shareholder meeting.
A - 2
Poison Pills 3 :
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, chronological sequence and duration, as well as the companys efforts at remediation or corrective actions, in determining whether WITHHOLD/AGAINST votes are warranted. |
3 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director also serves as a director for another company that has (i) adopted a poison pill for any purpose other than protecting such other companys net operating losses, or (ii) failed to eliminate a poison pill following a proxy contest in which a majority of directors were replaced.
A - 3
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 companys previous say-on-pay proposal received the support of less than 70 percent of votes cast, taking into account: |
● | The companys 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 companys ownership structure; and |
● | Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness. |
Unilateral Bylaw/Charter Amendments
1.17. | Generally vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board (except new nominees, who should be considered CASE-BY-CASE) if the board amends the companys bylaws or charter without shareholder approval in a manner that materially diminishes shareholders rights or that could adversely impact shareholders, considering the following factors, as applicable: |
● | The boards rationale for adopting the bylaw/charter amendment without shareholder ratification; |
● | Disclosure by the company of any significant engagement with shareholders regarding the amendment; |
● | The level of impairment of shareholders rights caused by the boards unilateral amendment to the bylaws/charter; |
● | The boards track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions; |
● | The companys ownership structure; |
● | The companys existing governance provisions; |
● | The timing of the boards amendment to the bylaws/charter in connection with a significant business development; and |
● | Other factors, as deemed appropriate, that may be relevant to determine the impact of the amendment on shareholders. |
A - 4
Unless the adverse amendment is reversed or submitted to a binding shareholder vote, in subsequent years vote CASE-BY-CASE on director nominees. Generally vote AGAINST (except new nominees, who should be considered CASE-BY-CASE) if the directors:
● | Classified the board; |
● | Adopted supermajority vote requirements to amend the bylaws or charter; or |
● | Eliminated shareholders ability to amend bylaws. |
1.18. | For newly public companies, generally vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board (except new nominees, who should be considered CASE-BY-CASE) if, prior to or in connection with the companys public offering, the company or its board adopted bylaw or charter provisions materially adverse to shareholder rights, considering the following factors: |
The level of impairment of shareholders rights caused by the provision;
● | The disclosed rationale for adopting the provision; |
● | The ability to change the governance structure in the future (e.g., limitations on shareholders right to amend the bylaws or charter, or supermajority vote requirements to amend the bylaws or charter); |
● | The ability of shareholders to hold directors accountable through annual director elections, or whether the company has a classified board structure; and, |
● | A public commitment to put the provision to a shareholder vote within three years of the date of the initial public offering. |
Unless the adverse provision is reversed or submitted to a vote of public shareholders, vote CASE-BY-CASE on director nominees in subsequent years.
Governance Failures
Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, committee members, or the entire board, due to:
1.19. | Material failures of governance, stewardship, risk oversight 4 , or fiduciary responsibilities at the company; |
1.20. | Failure to replace management as appropriate; or |
1.21. | 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. |
4 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.
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2. Responsiveness
Vote CASE-BY-CASE on individual directors, committee members, or the entire board of directors (as appropriate) if:
2.1. | The board failed to act on a shareholder proposal that received the support of a majority of the shares cast in the previous year. Factors that will be considered are: |
● | Disclosed outreach efforts by the board to shareholders in the wake of the vote; |
● | Rationale provided in the proxy statement for the level of implementation; |
● | The subject matter of the proposal; |
● | The level of support for and opposition to the resolution in past meetings; |
● | Actions taken by the board in response to the majority vote and 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. |
2.2. | The board failed to act on takeover offers where the majority of shares are tendered; |
2.3. | 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; |
2.4. | 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; or |
2.5. | The board implements an advisory vote on executive compensation on a less frequent basis than the frequency that received a plurality, but not a majority, of the votes cast at the most recent shareholder meeting at which shareholders voted on the say-on-pay frequency, taking into account: |
● | The boards rationale for selecting a frequency that is different from the frequency that received a plurality; |
● | The companys ownership structure and vote results; |
● | ISS analysis of whether there are compensation concerns or a history of problematic compensation practices; and |
● | The previous years support level on the companys say-on-pay proposal. |
3. Composition
Attendance at Board and Committee Meetings:
3.1. | Generally vote AGAINST or WITHHOLD from directors (except new nominees, who should be considered CASE-BY-CASE 5 ) 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: |
5 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.
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● | Medical issues/illness; |
● | Family emergencies; and |
● | Missing only one meeting (when the total of all meetings is three or fewer). |
3.2. | 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:
3.3. | Sit on more than six public company boards 6 ; or |
3.4. | Are CEOs of public companies who sit on the boards of more than two public companies besides their ownwithhold only at their outside boards 7 . |
4. Independence
Vote AGAINST or WITHHOLD from Inside Directors and Affiliated Outside Directors when:
4.1. | The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating; |
4.2. | The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee; |
4.3. | The company lacks a formal nominating committee, even if the board attests that the independent directors fulfill the functions of such a committee; or |
4.4. | Independent directors make up less than a majority of the directors. |
Independent Chair (Separate Chair/CEO)
Generally vote with management on shareholder proposals requiring that the chairmans position be filled by an independent director.
6 Dimensional may screen votes otherwise subject to this policy based on the qualifications and circumstances of the directors involved.
7 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.
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Proxy Access 8
Generally vote FOR management and shareholder proposals for proxy access with the following provisions:
Ownership threshold: maximum requirement not more than 3 percent of the voting power;
Aggregation: minimal or no limits on the number of shareholders permitted to form a nominating group;
Cap: cap on nominees of generally 25 percent of the board.
Review for reasonableness any other restrictions on the right of proxy access.
Generally vote AGAINST proposals that are more restrictive than these guidelines.
Proxy ContestsVoting for Director Nominees in Contested Elections 9
Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:
● | Long-term financial performance of the company relative to its industry; |
● | Managements track record; |
● | Background to the contested election; |
● | Nominee qualifications and any compensatory arrangements; |
● | Strategic plan of dissident slate and quality of the critique against management; |
● | Likelihood that the proposed goals and objectives can be achieved (both slates); and |
● | Stock ownership positions. |
In the case of candidates nominated pursuant to proxy access vote CASE-BY-CASE considering the same factors listed above or additional factors which may be relevant, including those that are specific to the company, to the nominee(s) and/or to the nature of the election (such as whether or not there are more candidates than board seats).
8 Dimensional generally does not consider the duration of required ownership in evaluating proxy access.
9 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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Shareholder Rights & Defenses 10
Litigation Rights (including Exclusive Venue and Fee-Shifting Bylaw Provisions) 11
Bylaw provisions impacting shareholders ability to bring suit against the company may include exclusive venue provisions, which provide that the state of incorporation shall be the sole venue for certain types of litigation, and fee-shifting provisions that require a shareholder who sues a company unsuccessfully to pay all litigation expenses of the defendant corporation.
Vote CASE-BY-CASE on bylaws which impact shareholders litigation rights, taking into account factors such as:
● | The companys stated rationale for adopting such a provision; |
● | Disclosure of past harm from shareholder lawsuits in which plaintiffs were unsuccessful or shareholder lawsuits outside the jurisdiction of incorporation; |
● | The breadth of application of the bylaw, including the types of lawsuits to which it would apply and the definition of key terms; and |
● | Governance features such as shareholders ability to repeal the provision at a later date (including the vote standard applied when shareholders attempt to amend the bylaws) and their ability to hold directors accountable through annual director elections and a majority vote standard in uncontested elections. |
Generally vote AGAINST bylaws that mandate fee-shifting whenever plaintiffs are not completely successful on the merits (i.e., in cases where the plaintiffs are partially successful).
Unilateral adoption by the board of bylaw provisions which affect shareholders litigation rights will be evaluated under Unilateral Bylaw/Charter Amendments.
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 percent 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. |
10 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
11 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director has adopted a fee-shifting bylaw provision without a shareholder vote.
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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 companys 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; |
● | Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs); |
● | The companys 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 managements 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 12 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. |
12 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.
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CAPITAL/RESTRUCTURING 13
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 companys use of authorized shares during the last three years |
● | The Current Request: |
¡ | Disclosure in the proxy statement of the specific purposes of the proposed increase; |
¡ | Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and |
¡ | The dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the companys need for shares and total shareholder returns. |
Apply the relevant allowable increase below in determining vote on requests to increase common stock that are for general corporate purposes (or to the general corporate purposes portion of a request that also includes a specific need):
A. | Most companies: 100 percent of existing authorized shares. |
B. | Companies with less than 50 percent of existing authorized shares either outstanding or reserved for issuance: 50 percent of existing authorized shares. |
C. | Companies with one- and three-year total shareholder returns (TSRs) in the bottom 10 percent of the U.S. market as of the end of the calendar quarter that is closest to their most recent fiscal year end: 50 percent of existing authorized shares. |
D. | Companies at which both conditions (B and C) above are both present: 25 percent of existing authorized shares. |
If there is an acquisition, private placement, or similar transaction on the ballot (not including equity incentive plans) that is receiving a FOR vote, the allowable increase will be the greater of (i) twice the amount needed to support the transactions on the ballot, and (ii) the allowable increase as calculated above.
13 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 companys auditor has concluded that there is substantial doubt about the companys ability to continue as a going concern; or |
¡ | The new class of shares will be transitory; |
¡ | The new class is intended for financing purposes with minimal or no dilution to current shareholders in both the short term and long term; and |
¡ | The new class is not designed to preserve or increase the voting power of an insider or significant shareholder. |
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 companys 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 companys 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. |
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● | 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 arms-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation wins can also signify the deal makers competency. The comprehensiveness of the sales process ( e.g. , full auction, partial auction, no auction) can also affect shareholder value. |
● | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger. |
● | 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 14
Executive Pay Evaluation
Underlying all evaluations are five global principles that most investors expect corporations to adhere to in designing and administering executive and director compensation programs:
1. | Maintain appropriate pay-for-performance alignment, with emphasis on long-term shareholder value: This principle encompasses overall executive pay practices, which must be designed to attract, retain, and appropriately motivate the key employees who drive shareholder value creation over the long term. It will take into consideration, among other factors, the link between pay and performance; the mix between fixed and variable pay; performance goals; and equity-based plan costs; |
2. | Avoid arrangements that risk pay for failure: This principle addresses the appropriateness of long or indefinite contracts, excessive severance packages, and guaranteed compensation; |
3. | Maintain an independent and effective compensation committee: This principle promotes oversight of executive pay programs by directors with appropriate skills, knowledge, experience, and a sound process for compensation decision-making ( e.g. , including access to independent expertise and advice when needed); |
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. |
14 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 a 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. |
Primary Evaluation Factors for Executive Pay
Pay-for-Performance Evaluation
In casting a vote on executive compensation proposals, the Advisor may leverage the ISS pay-for-performance analysis. With respect to companies in the Russell 3000 or Russell 3000E indices, this analysis considers the following:
1. | Peer Group 15 Alignment: |
● | The degree of alignment between the companys annualized TSR rank and the CEOs annualized total pay rank within a peer group, each measured over a three-year period. |
● | The multiple of the CEOs total pay relative to the peer group median. |
15 The 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 companys 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 companys.
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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 companies outside the Russell indices, misaligned pay and performance are otherwise suggested, the following qualitative factors, as relevant to evaluating how various pay elements may work to encourage or to undermine long-term value creation and alignment with shareholder interests, may be considered
● | 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 companys 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 companys overall pay program and demonstrated pay-for-performance philosophy. 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: |
¡ | Change in control (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). |
● | Insufficient executive compensation disclosure by externally- managed issuers (EMIs) such that a reasonable assessment of pay programs and practices applicable to the EMIs executives is not possible. |
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Incentives that may Motivate Excessive Risk-Taking
● | Multi-year guaranteed bonuses; |
● | A single or common performance metric used for short- and long-term plans; |
● | Lucrative severance packages; |
● | High pay opportunities relative to industry peers; |
● | Disproportionate supplemental pensions; or |
● | Mega annual equity grants that provide unlimited upside with no downside risk. |
Factors that potentially mitigate the impact of risky incentives include rigorous claw-back provisions and robust stock ownership/holding guidelines.
Options Backdating
The following factors should be examined CASE-BY-CASE to allow for distinctions to be made between sloppy plan administration versus deliberate action or fraud:
● | Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes; |
● | Duration of options backdating; |
● | Size of restatement due to options backdating; |
● | Corrective actions taken by the board or compensation committee, such as canceling or re-pricing backdated options, the recouping of option gains on backdated grants; and |
● | Adoption of a grant policy that prohibits backdating, and creates a fixed grant schedule or window period for equity grants in the future. |
Compensation Committee 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 companys previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account: |
¡ | The companys 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 companys 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.
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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 companys 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 companys advisory vote on compensation (management say-on-pay), the say-on-pay proposal will be evaluated in accordance with these guidelines, which may give higher weight to that component of the overall evaluation.
Equity-Based and Other Incentive Plans 16
Vote CASE-BY-CASE on certain equity-based compensation plans 17 depending on a combination of certain plan features and equity grant practices, where positive factors may counterbalance negative factors, and vice versa, as evaluated using an equity plan scorecard (EPSC) approach with three pillars:
Plan Cost: The total estimated cost of the companys equity plans relative to industry/market cap peers, measured by the companys estimated Shareholder Value Transfer (SVT) in relation to peers and considering both:
● | SVT based on new shares requested plus shares remaining for future grants, plus outstanding unvested/unexercised grants; and |
● | SVT based only on new shares requested plus shares remaining for future grants. |
16 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
17 Proposals evaluated under the EPSC policy generally include those to approve or amend (1) stock option plans for employees and/or employees and directors, (2) restricted stock plans for employees and/or employees and directors, and (3) omnibus stock incentive plans for employees and/or employees and directors.
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Plan Features:
● | Automatic single-triggered award vesting upon a CIC; |
● | Discretionary vesting authority; |
● | Liberal share recycling on various award types; |
● | Lack of minimum vesting period for grants made under the plan. |
Grant Practices:
● | The companys three year burn rate relative to its industry/market cap peers; |
● | Vesting requirements in most recent CEO equity grants (3-year look-back); |
● | The estimated duration of the plan (based on the sum of shares remaining available and the new shares requested, divided by the average annual shares granted in the prior three years); |
● | The proportion of the CEOs most recent equity grants/awards subject to performance conditions; |
● | Whether the company maintains a claw-back policy; |
● | Whether the company has established post exercise/vesting share-holding requirements. |
Generally vote AGAINST the plan proposal if the combination of above factors indicates that the plan is not, overall, in shareholders interests, or if any of the following egregious factors apply:
● | Awards may vest in connection with a liberal change-of-control definition; |
● | The plan would permit repricing or cash buyout of underwater options without shareholder approval (either by expressly permitting it for NYSE and Nasdaq listed companies or by not prohibiting it when the company has a history of repricing for non-listed companies); |
● | The plan is a vehicle for problematic pay practices or a significant pay-for-performance disconnect under certain circumstances; or |
● | Any other plan features are determined to have a significant negative impact on shareholder interests. |
Social/Environmental Issues
Global 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.
Environmentally Screened Port f olios
With respect to environmentally screened portfolios, the Advisor will generally vote on shareholder proposals involving environmental issues in accordance with the following 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; |
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● | If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal; |
● | Whether the proposals request is unduly burdensome (scope, or timeframe) or overly prescriptive; |
● | The companys 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. |
Generally vote FOR resolutions requesting that a company disclose information on the risks related to climate change on its operations and investments, such as financial, physical, or regulatory risks, considering:
● | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is at least comparable to that of industry peers; and |
● | There are no significant controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Generally vote FOR proposals requesting a report on greenhouse gas (GHG) emissions from company operations and/or products and operations, unless:
● | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is comparable to that of industry peers; and |
● | There are no significant, controversies, fines, penalties, or litigation associated with the companys GHG emissions. |
Vote CASE-BY-CASE on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
● | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
● | Whether company disclosure lags behind industry peers; |
● | The companys actual GHG emissions performance; |
● | The companys current GHG emission policies, oversight mechanisms, and related initiatives; and |
● | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
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.
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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. Otherwise, they, and all other voting items, will be evaluated using the relevant market proxy voting guidelines.
Political Issues
Overall Approach
Generally vote FOR the managements recommendation on shareholder proposals involving political issues. When evaluating political shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.
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APPENDIX
INTERNATIONAL PROXY VOTING SUMMARY GUIDELINES 18
Effective for Meetings on or after February 1, 2016
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 and Ownership Matters in addition to Institutional Shareholder Services, Inc. (ISS) and may in certain circumstances purchase research from other third parties as well.
Specifically, if available, the Advisor may obtain research from Glass Lewis or other third parties 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. The Advisor may purchase research from Ownership Matters with respect to the proxies of certain large Australian Companies.
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. Except as otherwise provided herein or in the Policy, 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 Corporate Governance Committees (or its designees) determination considering the principle of preserving shareholder value. Irrespective of whether the recommendations contained in the research reports from ISS and Glass Lewis are the same, the Corporate Governance Committee (or its designees) will vote on proxies relating to mergers and acquisitions, say-on-pay or election of directors of companies that have a poison pill as the Committee (or its designees) determines, considering the principle of preserving shareholder value; provided, however, that if a conflict of interest or potential conflict of interest exists, the matter shall be brought before the Corporate Governance Committee for consideration as provided for in the Policy.
1. General Policies
Financial Results/Director and Auditor Reports
Vote FOR approval of financial statements and director and auditor reports, unless:
18 This is a summary of the majority of International Markets, however, certain countries and/or markets 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.
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● | 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 proposals to ratify 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 companys financial position. |
Stock (Scrip) Dividend Alternative
Vote FOR most stock (scrip) dividend proposals.
Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.
Amendments to Articles of Association
Vote amendments to the articles of association on a CASE-BY-CASE basis.
Change in Company Fiscal Term
Vote FOR resolutions to change a companys fiscal term unless a companys motivation for the change is to postpone its AGM.
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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
Non-Contested 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 or reelection of any and all director nominees when the names of the nominees are not available at the time the ISS analysis is written and therefore no research is provided on the nominee.
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 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 19 .
19 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 companys 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., members of a family that 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 the company maintains a transactional/commercial relationship (unless the 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 or 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
● | Not classified as non-independent (see above); |
● | 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 recipients 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 ones objectivity in the boardroom in a manner that would have a meaningful impact on an individuals ability to satisfy requisite fiduciary standards on behalf of shareholders.
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Contested Director Elections 20
For shareholder nominees, the persuasive burden is on the nominee or the proposing shareholder to prove that they are better suited to serve on the board than managements 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, Dimensional will generally focus on two central questions: (1) Have the proponents proved that board change is warranted? And if so, (2) Are the proponent board nominees likely to effect positive change (i.e., maximize long-term shareholder value)?
Voting on Directors for Egregious Actions
Under extraordinary circumstances, vote AGAINST or WITHHOLD from directors individually, on 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 the 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 21 . |
Discharge of Board and Management
Vote FOR the discharge of directors, including members of the management board and/or supervisory board, unless there is reliable information about significant and compelling concerns 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; |
20 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
21 The Advisor may vote AGAINST or WITHHOLD from an individual director if the director also serves as a director for another company that has adopted a poison pill for any purpose other than protecting such other companys net operating losses.
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● | 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; or |
● | Other egregious governance issues where shareholders will bring legal action against the company or its directors. |
For markets which do not routinely request discharge resolutions (e.g. common law countries or markets where discharge is not mandatory), analysts may voice concern in other appropriate agenda items, such as approval of the annual accounts or other relevant resolutions, to enable shareholders to express discontent with the board.
Director, Officer, and Auditor Indemnification and Liability Provisions
Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.
Vote AGAINST proposals to indemnify external auditors.
Board Structure
Vote FOR routine 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 22
Share Issuance Requests
General Issuances
Vote FOR issuance authorities with pre-emptive rights to a maximum of 100 percent over currently issued capital and as long as the share issuance authorities periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines.
Vote FOR issuance authorities without pre-emptive rights to a maximum of 20 percent (or a lower limit if local market best practice recommendations provide) of currently issued capital as long as the share issuance authorities periods are clearly disclosed (or implied by the application of a legal maximum duration) and in line with market-specific practices and/or recommended guidelines.
22 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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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 the 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.
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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 the guidelines on equity issuance requests.
Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.
Pledging of Assets for Debt
Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.
Increase in Borrowing Powers
Vote proposals to approve increases in a companys 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. |
Vote 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. |
Share repurchase plans in excess of 10 percent volume in exceptional circumstances, such as one-off company specific events (e.g. capital re-structuring), 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.
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4. COMPENSATION 23
Compensation Plans
Vote compensation plans on a CASE-BY-CASE basis consistent with the following principles:
● | Provide shareholders with clear, comprehensive compensation disclosures; |
● | Maintain appropriate pay-for-performance alignment with emphasis on long-term shareholder value; |
● | Avoid arrangements that risk pay for failure; |
● | Maintain an independent and effective compensation committee; |
● | Avoid inappropriate pay to non-executive directors. |
Director Compensation
Vote FOR proposals to award cash fees to non-executive directors unless the amounts are excessive relative to other companies in the country or industry.
Vote non-executive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.
Vote proposals that bundle compensation for both non-executive and executive directors into a single resolution on a CASE-BY-CASE basis.
Vote AGAINST proposals to introduce retirement benefits for non-executive directors.
5. OTHER ITEMS
Reorganizations/Restructurings
Vote reorganizations and restructurings on a CASE-BY-CASE basis.
Mergers and Acquisitions
Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:
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? The Advisor places emphasis on the offer premium, market reaction, and strategic rationale. |
● | Market reaction - How has the market responded to the proposed 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. |
23 See introductory information concerning proxies involving this issue and the supplementary actions the Advisor may take.
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● | Conflicts of interest - Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders or have special interests influenced 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 allow shareholders 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 companys corporate governance or business profile at a reasonable cost.
Vote AGAINST proposals that limit the companys business activities or capabilities or result in significant costs being incurred with little or no benefit.
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Corporate Social Responsibility (CSR) Issues
Generally vote FOR the managements recommendation on shareholder proposals involving CSR Issues. When evaluating social and environmental shareholder proposals, Dimensional considers the most important factor to be whether adoption of the proposal is likely to enhance or protect shareholder value.
Environmentally Screened Port f olios
With respect to environmentally screened portfolios, the Advisor will generally vote on shareholder proposals involving environmental issues in accordance with the following 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 proposals request is unduly burdensome (scope, or timeframe) or overly prescriptive; |
● | The companys 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. |
Generally vote FOR resolutions requesting that a company disclose information on the risks related to climate change on its operations and investments, such as financial, physical, or regulatory risks, considering:
● | Whether the company already provides current, publicly-available information on the impact that climate change may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is at least comparable to that of industry peers; and |
● | There are no significant controversies, fines, penalties, or litigation associated with the companys environmental performance. |
Generally vote FOR proposals requesting a report on GHG emissions from company operations and/or products and operations, unless:
● | The company already discloses current, publicly-available information on the impacts that GHG emissions may have on the company as well as associated company policies and procedures to address related risks and/or opportunities; |
● | The companys level of disclosure is comparable to that of industry peers; and |
● | There are no significant, controversies, fines, penalties, or litigation associated with the companys GHG emissions. |
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Vote CASE-BY-CASE on proposals that call for the adoption of GHG reduction goals from products and operations, taking into account:
● | Whether the company provides disclosure of year-over-year GHG emissions performance data; |
● | Whether company disclosure lags behind industry peers; |
● | The companys actual GHG emissions performance; |
● | The companys current GHG emission policies, oversight mechanisms, and related initiatives; and |
● | Whether the company has been the subject of recent, significant violations, fines, litigation, or controversy related to GHG emissions. |
Country of Incorporation vs. Country of Listing-Application of Policy
In general, country of incorporation will be the basis for policy application. US policies will be applied to the extent possible to 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 (FPIs), 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 the US Proxy Voting Guidelines.
All other voting items will be evaluated using the International Proxy Voting Guidelines.
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.
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DFA INVESTMENT DIMENSIONS GROUP INC. (200/201)
PART C
OTHER INFORMATION
ITEM 28. EXHIBITS.
(a) | Articles of Incorporation. |
(1) | Articles of Amendment and Restatement filed with the Maryland State Secretary of State on July 9, 2009 re: the revision of Articles One through Nine of its Charter |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 115/116 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 14, 2009.
(2) | Articles Supplementary filed with the Maryland Secretary of State on September 22, 2009 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(3) | Certificate of Correction filed with the Maryland Secretary of State on May 4, 2010. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(4) | Articles Supplementary filed with the Maryland Secretary of State on July 14, 2010 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration
Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(5) | Articles Supplementary filed with the Maryland Secretary of State on October 12, 2010 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(6) | Articles of Amendment filed with the Maryland Secretary of State on November 19, 2010. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(7) | Articles of Amendment filed with the Maryland Secretary of State on November 19, 2010. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(8) | Articles Supplementary filed with the Maryland Secretary of State on February 28, 2011 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(9) | Articles of Amendment filed with the Maryland Secretary of State on February 28, 2011. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(10) | Articles Supplementary filed with the Maryland Secretary of State on February 28, 2011 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(11) | Certificate of Correction filed with the Maryland Secretary of State on July 25, 2011. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 133/134 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 25, 2011.
(12) | Articles of Amendment filed with the Maryland Secretary of State on July 25, 2011. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 133/134 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 25, 2011.
(13) | Articles Supplementary filed with the Maryland Secretary of State on July 25, 2011 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 133/134 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: August 25, 2011.
(14) | Articles Supplementary filed with the Maryland Secretary of State on November 4, 2011 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 145/146 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 28, 2012.
(15) | Articles Supplementary filed with the Maryland Secretary of State on April 23, 2012 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 147/148 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 3, 2012.
(16) | Articles of Amendment filed with the Maryland Secretary of State on October 22, 2012. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 155/156 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 14, 2012.
(17) | Articles Supplementary filed with the Maryland Secretary of State on October 22, 2012 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 155/156 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 14, 2012.
(18) | Articles Supplementary filed with the Maryland Secretary of State on December 19, 2012 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 157/158 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 22, 2013.
(19) | Articles Supplementary filed with the Maryland Secretary of State on January 24, 2013 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 158/159 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 28, 2013.
(20) | Articles Supplementary filed with the Maryland Secretary of State on February 27, 2013 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 160/161 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 22, 2013.
(21) | Articles Supplementary filed with the Maryland Secretary of State on June 17, 2013 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 28, 2014.
(22) | Articles Supplementary filed with the Maryland Secretary of State on September 24, 2013 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 28, 2014.
(23) | Articles Supplementary filed with the Maryland Secretary of State on September 27, 2013 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 28, 2014.
(24) | Articles Supplementary filed with the Maryland Secretary of State on January 14, 2014 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 169/170 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: January 31, 2014.
(25) | Articles Supplementary filed with the Maryland Secretary of State on February 18, 2014 re: the allocation and classification of shares. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 28, 2014.
(26) | Articles of Amendment filed with the Maryland Secretary of State on June 26, 2014. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 173/174 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 2, 2014.
(27) | Articles Supplementary filed with the Maryland Secretary of State on September 11, 2014. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 176/177 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 24, 2014.
(28) | Articles Supplementary filed with the Maryland Secretary of State on February 6, 2015. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 178/179 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: February 24, 2015.
(29) | Articles of Amendment filed with the Maryland Secretary of State on February 27, 2015. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 180/181 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 5, 2015.
(30) | Articles Supplementary filed with the Maryland Secretary of State on February 27, 2015. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 180/181 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 5, 2015.
(31) | Articles Supplementary filed with the Maryland Secretary of State on March 13, 2015. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 186/187 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: July 10, 2015.
(32) | Articles Supplementary filed with the Maryland Secretary of State on May 7, 2015. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 182/183 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 8, 2015.
(33) | Articles Supplementary filed with the Maryland Secretary of State on July 10, 2015. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: September 23, 2015.
(34) | Articles Supplementary filed with the Maryland Secretary of State on September 23, 2015. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 189/190 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: December 23, 2015.
(35) | Articles Supplementary filed with the Maryland Secretary of State on March 18, 2016. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 193/194 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: March 23, 2016.
(36) | Articles Supplementary filed with the Maryland Secretary of State on June 7, 2016. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 11, 2016.
(37) | Articles Supplementary filed with the Maryland Secretary of State on July 22, 2016. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: October 11, 2016.
(b) | By-Laws. |
Amended and Restated Bylaws of the Registrant |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 176/177 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: November 24, 2014.
(c) | Instruments Defining the Rights of Security holders. |
(1) | See Articles Fifth of the Registrants Articles of Amendment and Restatement dated July 9, 2009. |
(2) | See Article 8 of the Registrants Amended and Restated By-Laws. |
(d) | Investment Advisory Agreement. |
(1) | Investment Management Agreements. |
(a) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* VIT Inflation-Protected Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 182/183 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: May 8, 2015. |
(b) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Targeted Credit Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 180/181 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 5, 2015. |
(c) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA NY Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 180/181 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 5, 2015. |
(d) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Enhanced U.S. Large Company Portfolio
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(e) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Large Cap Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(f) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Large Cap Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(g) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Small Cap Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(h) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Targeted Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(i) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Small Cap Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(j) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Micro Cap Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(k) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Core Equity 1 Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(l) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Core Equity 2 Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(m) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Vector Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(n) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Real Estate Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(o) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* Large Cap International Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.o |
(p) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* International Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(q) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Japanese Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(r) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Asia Pacific Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(s) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* United Kingdom Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(t) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Continental Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(u) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA International Real Estate Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(v) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Global Real Estate Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(w) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA International Small Cap Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(x) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* International Core Equity Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.x |
(y) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* International Vector Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(z) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* World ex U.S. Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(aa) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* World ex U.S. Targeted Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(bb) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* World ex U.S. Core Equity Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.bb |
(cc) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* World Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(dd) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* Emerging Markets Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.dd |
(ee) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Emerging Markets Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ff) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Emerging Markets Small Cap Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(gg) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* Emerging Markets Core Equity Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.gg |
(hh) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Selectively Hedged Global Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ii) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA One-Year Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(jj) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Two-Year Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(kk) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Selectively Hedged Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ll) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Short-Term Government Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(mm) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Five Year Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(nn) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Intermediate Government Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(oo) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Short-Term Extended Quality Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(pp) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Intermediate-Term Extended Quality Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(qq) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Investment Grade Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(rr) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Inflation-Protected Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ss) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Short-Duration Real Return Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(tt) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Municipal Real Return Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(uu) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(vv) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Short-Term Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ww) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA California Short-Term Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(xx) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Intermediate-Term Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(yy) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA World ex U.S. Government Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(zz) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA California Intermediate-Term Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(aaa) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Tax-Managed U.S. Marketwide Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(bbb) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Tax-Managed U.S. Targeted Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ccc) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Tax-Managed U.S. Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ddd) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Tax-Managed U.S. Small Cap Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(eee) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* T.A. U.S. Core Equity 2 Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(fff) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Tax-Managed DFA International Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ggg) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* T.A. World ex U.S. Core Equity Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.ggg |
(hhh) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* LWAS/DFA International High Book to Market Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(iii) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* VA U.S. Large Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(jjj) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* VA U.S. Targeted Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(kkk) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* VA International Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(lll) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* VA International Small Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(mmm) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* VA Short-Term Fixed Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(nnn) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* VA Global Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ooo) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA VA Global Moderate Allocation Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ppp) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Social Core Equity 2 Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(qqq) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Sustainability Core 1 Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.qqq |
(rrr) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* International Sustainability Core 1 Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.rrr |
(sss) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* International Social Core Equity Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.sss |
(ttt) | Form of Amended Investment Management Agreement between the Registrant and DFA re: the: |
* Emerging Markets Social Core Equity Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.d.1.ttt |
(uuu) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* CSTG&E U.S. Social Core Equity 2 Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(vvv) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* CSTG&E International Social Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(www) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA LTIP Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(xxx) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Commodity Strategy Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(yyy) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Large Cap Growth Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(zzz) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* U.S. Small Cap Growth Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(aaaa) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* International Large Cap Growth Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(bbbb) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* International Small Cap Growth Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(cccc) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(dddd) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2005 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(eeee) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2010 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ffff) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2015 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(gggg) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2020 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(hhhh) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2025 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(iiii) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2030 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(jjjj) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2035 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(kkkk) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2040 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(llll) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2045 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(mmmm) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2050 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(nnnn) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2055 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(oooo) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Dimensional 2060 Target Date Retirement Income Fund |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(pppp) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Social Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 190/191 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: January 8, 2016. |
(qqqq) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* DFA Diversified Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 194/195 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 24, 2016. |
(rrrr) | Form of Investment Management Agreement between the Registrant and DFA re: the: |
* Global Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 11, 2016. |
(2) | Sub-advisory Agreements. |
(a) | Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited (formerly DFA Australia Pty Limited) dated September 21, 1995 re: the: |
* VA International Small Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 37/38 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 22, 1995. |
(1) | Amendment No. 1 to Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited (formerly DFA Australia Pty Limited) dated July 18, 1997 |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 78/79 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 30, 2006. |
(b) | Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. dated September 21, 1995 re: the: |
* VA International Small Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 37/38 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 22, 1995. |
(c) | Form of Consultant Services Agreement between DFA and DFA Australia Limited (formerly DFA Australia Pty Limited) |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 55/56 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 13, 1999. |
(d) | Form of Consultant Services Agreement between DFA and Dimensional Fund Advisors Ltd. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 55/56 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 13, 1999. |
(e) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* International Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 77/78 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 13, 2005. |
(f) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* International Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 77/78 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 13, 2005. |
(g) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. dated August 7, 2006 re: the: |
* Emerging Markets Social Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 82/83 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 4, 2006. |
(h) | Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited dated August 7, 2006 re: the: |
* Emerging Markets Social Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 82/83 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 4, 2006. |
(i) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA International Real Estate Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 85/86 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: December 5, 2006. |
(j) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA International Real Estate Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 85/86 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: December 5, 2006. |
(k) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* CSTG&E International Social Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 90/91 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: May 8, 2007. |
(l) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* CSTG&E International Social Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 90/91 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: May 8, 2007. |
(m) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* International Sustainability Core 1 Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 96/97 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 17, 2007. |
(n) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* International Sustainability Core 1 Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 96/97 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 17, 2007. |
(o) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Selectively Hedged Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 96/97 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 17, 2007. |
(p) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Selectively Hedged Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 96/97 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 17, 2007. |
(q) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* T.A. World ex U.S. Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 101/102 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 26, 2008. |
(r) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* T.A. World ex U.S. Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 101/102 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 26, 2008. |
(s) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* International Vector Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 109/110 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: July 23, 2008. |
(t) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* International Vector Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 109/110 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: July 23, 2008. |
(u) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Global Real Estate Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 114/115 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 27, 2009. |
(v) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Global Real Estate Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 114/115 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 27, 2009. |
(w) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Short-Term Extended Quality Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(x) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Short-Term Extended Quality Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(y) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Intermediate-Term Extended Quality Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(z) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Intermediate-Term Extended Quality Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(aa) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA International Small Cap Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(bb) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA International Small Cap Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(cc) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* Large Cap International Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(dd) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* Large Cap International Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(ee) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* Tax-Managed DFA International Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(ff) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* Tax-Managed DFA International Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(gg) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* Emerging Markets Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(hh) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* Emerging Markets Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 117/118 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 25, 2010. |
(ii) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* World ex U.S. Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 118/119 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: June 1, 2010. |
(jj) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* World ex U.S. Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 118/119 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: June 1, 2010. |
(kk) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Commodity Strategy Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 120/121 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 16, 2010. |
(ll) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Commodity Strategy Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 120/121 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 16, 2010. |
(mm) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Investment Grade Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 123/124 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: December 15, 2010. |
(nn) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Investment Grade Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 123/124 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: December 15, 2010. |
(oo) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd., dated July 25, 2011, amended June 27, 2014, re: the: |
* World Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 173/174 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: July 2, 2014. |
(pp) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited, dated July 25, 2011, amended June 27, 2014, re: the: |
* World Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 173/174 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: July 2, 2014. |
(qq) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA LTIP Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 133/134 to Registrants |
Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 25, 2011. |
(rr) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA LTIP Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 133/134 to Registrants |
Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 25, 2011. |
(ss) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* Selectively Hedged Global Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 133/134 to Registrants |
Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 25, 2011. |
(tt) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* Selectively Hedged Global Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 133/134 to Registrants |
Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 25, 2011. |
(uu) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA World ex U.S. Government Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 134/135 to Registrants |
Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 7, 2011. |
(vv) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA World ex U.S. Government Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 134/135 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 7, 2011. |
(ww) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* International Social Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 150/151 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 8, 2012. |
(xx) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* International Social Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 150/151 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 8, 2012. |
(yy) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* World ex U.S. Targeted Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 150/151 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 8, 2012. |
(zz) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* World ex U.S. Targeted Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 150/151 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: August 8, 2012. |
(aaa) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* International Large Cap Growth Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 154/155 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 27, 2012. |
(bbb) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* International Large Cap Growth Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 154/155 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 27, 2012. |
(ccc) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* International Small Cap Growth Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 154/155 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 27, 2012. |
(ddd) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* International Small Cap Growth Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 154/155 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 27, 2012. |
(eee) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* World ex U.S. Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 155/156 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: December 14, 2012. |
(fff) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* World ex U.S. Core Equity Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 155/156 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: December 14, 2012. |
(ggg) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Short-Duration Real Return Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 165/166 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: July 15, 2013. |
(hhh) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Short-Duration Real Return Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 165/166 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: July 15, 2013. |
(iii) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Municipal Real Return Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 173/174 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: July 2, 2014. |
(jjj) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Municipal Real Return Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 173/174 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: July 2, 2014. |
(kkk) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 176/177 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 24, 2014. |
(lll) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 176/177 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 24, 2014. |
(mmm) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* VIT Inflation-Protected Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 182/183 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: May 8, 2015. |
(nnn) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* VIT Inflation-Protected Securities Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 182/183 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: May 8, 2015. |
(ooo) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Targeted Credit Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 180/181 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 5, 2015. |
(ppp) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Targeted Credit Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 180/181 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 5, 2015. |
(qqq) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA NY Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 180/181 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 5, 2015. |
(rrr) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA NY Municipal Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 180/181 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 5, 2015. |
(sss) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA One-Year Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(ttt) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA One-Year Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(uuu) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Two-Year Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(vvv) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Two-Year Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(www) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Five-Year Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(xxx) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Five-Year Global Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(yyy) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* VA Short-Term Fixed Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(zzz) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* VA Short-Term Fixed Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(aaaa) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* VA Global Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(bbbb) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* VA Global Bond Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 187/188 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: September 23, 2015. |
(cccc) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Social Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 193/194 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 23, 2016. |
(dddd) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Social Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 193/194 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 23, 2016. |
(eeee) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* DFA Diversified Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 194/195 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 24, 2016. |
(ffff) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* DFA Diversified Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 194/195 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 24, 2016. |
(gggg) | Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the: |
* Global Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 11, 2016. |
(hhhh) | Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the: |
* Global Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 11, 2016. |
(e) | Underwriting Contracts. |
(1) | Form of Amended and Restated Distribution Agreement between the Registrant and DFA Securities LLC. |
Incorporated herein by reference to:
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A.
File Nos.: 2-73948 and 811-3258.
Filing Date: May 11, 2011.
(f) | Bonus or Profit Sharing Plans. |
Not Applicable. |
(g) | Custodian Agreements. |
(1) | Form of Global Custodial Services Agreement between the Registrant and Citibank, N.A. dated as of December 21, 2012. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(a) | Form of Amendment No. 1 re: the addition of the World ex U.S. Core Equity Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(b) | Form of Amendment No. 2 dated October 1, 2013 re: the addition of the DFA Short-Duration Real Return Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(2) | Form of Custodian Agreement between the Registrant and State Street Bank and Trust Company. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 158/159 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2013. |
(a) | Form of Amendment No. 1 re: the addition of the DFA VA Global Moderate Allocation Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(b) | Form of Amendment No. 2 dated June 17, 2013 re: the addition of the U.S. Large Cap Equity Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(c) | Amendment No. 3 dated October 13, 2014 re: the addition of the DFA Municipal Real Return Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 179/180 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 27, 2015. |
(h) | Other Material Contracts. |
(1) | Form of Transfer Agency and Service Agreement between the Registrant and State Street Bank and Trust Company. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 158/159 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2013. |
(a) | Amendment dated June 17, 2013 re: the addition of U.S. Large Cap Equity Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(b) | Amendment No. 2 dated August 8, 2013 re: calculation and payment of shareholder service fees. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(c) | Amendment No. 3 dated October 7, 2013 re: the addition of DFA Short-Duration Real Return Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(d) | Form of Amendment No. 1 re: the addition of FAN services. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 171/172 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2014. |
(e) | Amendment No. 4 dated October 10, 2014 re: the addition of DFA Municipal Real Return Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 179/180 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 27, 2015. |
(2) | Financial Statement Typesetting Services Agreement to Administration and Accounting Services Agreement dated October 20, 2009. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 145/146 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2012. |
(3) | Form of Administration Agreement between the Registrant and State Street Bank and Trust Company. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 158/159 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2013. |
(a) | Amendment dated October 13, 2014 re: the addition of the DFA Municipal Real Return Portfolio. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 179/180 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 27, 2015. |
(4) | Other. |
(a) | Form of Marketing Agreement dated June 29, 1994 between DFA and National Home Life |
Assurance Company. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 33/34 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: June 19, 1995. |
(b) | Participation Agreement between DFA Investment Dimensions Group, Inc., DFA, DFA Securities, Inc. and National Home Life Assurance Company. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 33/34 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: June 19, 1995. |
(c) | Form of Client Service Agent Agreement re: the: |
* RWB/DFA International High Book to Market Portfolio (formerly the DFA International High Book to Market Portfolio and Reinhardt Werba Bowen International Large Stock Portfolio). |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 37/38 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: November 22, 1995. |
(1) | Addendum Number One re: the reflection of the following name change: |
* RWB/DFA International High Book to Market Portfolio to the AAM/DFA International High Book to Market Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 59/60 to the Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: January 26, 2001. |
(d) | Form of Amended and Restated Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA re: various portfolios of the Registrant |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.h.4.d |
(e) | Form of Participation Agreement (Manual Trades) |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 158/159 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2013. |
(f) | Form of Participation Agreement (Manual After Hours) |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 158/159 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2013. |
(g) | Form of Participation Agreement (FundSERV) |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 158/159 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 28, 2013. |
(h) | Form of Amended Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA re: the: |
* | U.S. Large Cap Value Portfolio; |
* | Tax-Managed U.S. Marketwide Value Portfolio; |
* | LWAS/DFA International High Book to Market Portfolio; |
* | Japanese Small Company Portfolio; |
* | United Kingdom Small Company Portfolio; |
* | Continental Small Company Portfolio; |
* | Asia Pacific Small Company Portfolio; and |
* | Emerging Markets Small Cap Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.h.4.h |
(i) | Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA dated July 21, 2015 re: the: |
* Emerging Markets Value Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 189/190 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: December 23, 2015. |
(j) | Form of Amended and Restated Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re: the: |
* U.S. Targeted Value Portfolio Class R1 |
* U.S. Targeted Value Portfolio Class R2 |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 191/192 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 26, 2016. |
(k) | Form of Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re: the: |
* DFA Social Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 193/194 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 23, 2016. |
(l) | Form of Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re: the: |
* DFA Diversified Fixed Income Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 194/195 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: March 24, 2016. |
(m) | Form of Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re: the: |
* Global Small Company Portfolio |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 11, 2016. |
(n) | Form of Amended Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re: the: |
* Emerging Markets Core Equity Portfolio; |
Emerging Markets Social Core Equity Portfolio; |
International Core Equity Portfolio; |
International Sustainability Core 1 Portfolio; |
International Social Core Equity Portfolio; |
Large Cap International Portfolio; |
T.A. World ex U.S. Core Equity Portfolio; and |
World ex U.S. Core Equity Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.h.4.n |
(o) | Form of Amended Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re: the: |
* Emerging Markets Portfolio |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.h.4.o |
(i) | Legal Opinion. |
(1) | Legal Opinion of Stradley, Ronon, Stevens & Young, LLP |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 197/198 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: June 7, 2016. |
(j) | Other Opinions. |
(1) | Consent of PricewaterhouseCoopers LLP |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 191/192 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: February 26, 2016. |
(k) | Omitted Financial Statements. |
Not Applicable. |
(l) | Initial Capital Agreements. |
Subscription Agreement under Section 14(a)(3) of the Investment Company Act of 1940. Previously filed with this registration statement and incorporated herein by reference. |
(m) | Rule 12b-1 Plans. |
Not Applicable. |
(n) | Plans pursuant to Rule 18f-3. |
(1) | Form of Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3. |
ELECTRONICALLY FILED HEREWITH AS EXHIBIT NO. EX-28.n.1 |
(o) | Powers-of-Attorney. |
(1) | On behalf of the Registrant, Power-of-Attorney dated as of June 30, 2016, appointing David G. Booth, Gregory K. Hinkle, Catherine L. Newell, Valerie A. Brown, Jeff J. Jeon and Carolyn L. O as attorneys-in-fact to David G. Booth, Eduardo A. Repetto, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Myron S. Scholes, Abbie J. Smith and Gregory K. Hinkle. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 11, 2016. |
(2) | On behalf of The DFA Investment Trust Company, Power-of-Attorney dated as of June 30, 2016, appointing David G. Booth, Gregory K. Hinkle, Catherine L. Newell, Valerie A. Brown, Jeff J. Jeon and Carolyn L. O as attorneys-in-fact to David G. Booth, Eduardo A. Repetto, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Myron S. Scholes, Abbie J. Smith and Gregory K. Hinkle. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 11, 2016. |
(3) | On behalf of Dimensional Emerging Markets Value Fund, Power-of-Attorney dated as of June 30, 2016, appointing David G. Booth, Gregory K. Hinkle, Catherine L. Newell, Valerie A. Brown, Jeff J. Jeon and Carolyn L. O as attorneys-in-fact to David G. Booth, Eduardo A. Repetto, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, Myron S. Scholes, Abbie J. Smith and Gregory K. Hinkle. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 199/200 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: October 11, 2016. |
(p) | Codes of Ethics. |
(1) | Code of Ethics of Registrant, Adviser, Sub-Advisers and Underwriter. |
Incorporated herein by reference to: |
Filing: Post-Effective Amendment No. 127/128 to Registrants Registration Statement on Form N-1A. |
File Nos.: 2-73948 and 811-3258. |
Filing Date: May 11, 2011. |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.
None.
ITEM 30. INDEMNIFICATION.
Reference is made to Section 1 of Article IX of the Registrants Amended and Restated By-Laws, which provide for indemnification, as set forth below.
With respect to the indemnification of the Officers and Directors of the Corporation:
(a) | The Corporation shall indemnify each Officer and Director made party to a proceeding, by reason of service in such capacity, to the fullest extent, and in the manner provided, under Section 2-418 of the Maryland General Corporation Law: (i) unless it is proved that the person seeking indemnification did not meet the standard of conduct set forth in subsection (b)(1) of such section; and (ii) provided, that the Corporation shall not indemnify any officer or Director for any liability to the Corporation or its security holders arising from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such persons office. |
(b) | The provisions of clause (i) of paragraph (a) herein notwithstanding, the Corporation shall indemnify each Officer and Director against reasonable expenses incurred in connection with the successful defense of any proceeding to which such Officer or Director is a party by reason of service in such capacity. |
(c) | The Corporation, in the manner and to the extent provided by applicable law, shall advance to each Officer and Director who is made party to a proceeding by reason of service in such capacity the reasonable expenses incurred by such person in connection therewith. |
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.
(a) | Dimensional Fund Advisors LP, with a principal place of business located at 6300 Bee Cave Road, Building One, Austin TX 78746, the investment manager for the Registrant, is also the investment manager for three other registered open-end investment companies, The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. The Advisor also serves as sub-advisor for certain other registered investment companies. |
The Advisor is engaged in the business of providing investment advice primarily to institutional investors. For additional information, please see Management of the Fund in PART A and Directors and Officers in PART B of this Registration Statement. |
Additional information as to the Advisor and the partners and executive officers of the Advisor is included in the Advisors Form ADV filed with the Commission (File No. 801-16283), which is incorporated herein by reference and sets forth the executive officers and partners of the Advisor and information as to any business, profession, vocation or employment or a substantial nature engaged in by those officers and partners during the past two years. |
(b) | The Sub-Advisor for the VA International Small Portfolio, International Core Equity Portfolio, Emerging Markets Social Core Equity Portfolio, DFA International Real Estate Securities Portfolio, CSTG&E International Social Core Equity Portfolio, International Sustainability Core 1 Portfolio, T.A. World ex U.S. Core Equity Portfolio, DFA Selectively Hedged Global Fixed Income Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, DFA Short-Term Extended Quality Portfolio, DFA Intermediate-Term Extended Quality Portfolio, DFA International Small Cap Value Portfolio, Large Cap International Portfolio, Tax-Managed DFA International Value Portfolio, Emerging Markets Core Equity Portfolio, World ex U.S. Value Portfolio, DFA Commodity Strategy Portfolio, DFA Investment Grade Portfolio, World Core Equity Portfolio, DFA LTIP Portfolio, Selectively Hedged Global Equity Portfolio, DFA ex U.S. Government Fixed Income Portfolio, International Large Cap Growth Portfolio, International Small Cap Growth Portfolio, World ex U.S. Core Equity Portfolio, DFA Short-Duration Real Return Portfolio, DFA Municipal Real Return Portfolio, DFA Municipal Bond Portfolio, VIT Inflation-Protected Securities Portfolio, DFA Targeted Credit Portfolio, DFA NY Municipal Bond Portfolio, DFA Social Fixed Income Portfolio, DFA Diversified Fixed Income Portfolio, and Global Small Company Portfolio, each a series of the Registrant, is Dimensional Fund Advisors Ltd. (DFAL). DFAL has its principal place of business is 20 Triton Street, Regents Place, London, NW13BF, United Kingdom. Additional information as to the DFAL and the directors and officers of DFAL is included in the DFALs Form ADV filed with the Commission (File No. 801-40136), which is incorporated herein by reference and sets forth the officers and directors of DFAL and information as to any business, profession, vocation or employment or a substantial nature engaged in by those officers and directors during the past two years. |
(c) | The Sub-Advisor for the VA International Small Portfolio, International Core Equity Portfolio, Emerging Markets Social Core Equity Portfolio, DFA International Real Estate Securities Portfolio, CSTG&E International Social Core Equity Portfolio, International Sustainability Core 1 Portfolio, T.A. World ex U.S. Core Equity Portfolio, DFA Selectively Hedged Global Fixed Income Portfolio, DFA Global Real Estate Securities Portfolio, International Vector Equity Portfolio, DFA Short-Term Extended Quality Portfolio, DFA Intermediate-Term Extended Quality Portfolio, DFA International Small Cap Value Portfolio, Large Cap International Portfolio, Tax-Managed DFA International Value Portfolio, Emerging Markets Core Equity Portfolio, World ex U.S. Value Portfolio, DFA Commodity Strategy Portfolio, DFA Investment Grade Portfolio, World Core Equity Portfolio, DFA LTIP Portfolio, Selectively Hedged Global Equity Portfolio, DFA ex U.S. Government Fixed Income Portfolio, International Large Cap Growth Portfolio, International Small Cap Growth Portfolio, World ex U.S. Core Equity Portfolio, DFA Short-Duration Real Return Portfolio, DFA Municipal Real Return Portfolio, DFA Municipal Bond Portfolio, VIT Inflation-Protected Securities Portfolio, DFA Targeted Credit Portfolio, DFA NY Municipal Bond Portfolio, DFA Social Fixed Income Portfolio, DFA Diversified Fixed Income Portfolio, and Global Small Company Portfolio, each a series of the Registrant, is DFA Australia Limited (DFA Australia). DFA has its principal placed of business is Level 43 Gateway, 1 MacQuarie Place, Sydney, New South Wales 2000, Australia. Additional information as to DFA Australia and the directors and officers of DFA Australia is included in DFA Australias Form ADV filed with the Commission (File No. 801-48036), which is incorporated herein by reference and sets forth the officers and directors of DFA Australia and information as to any business, profession, vocation or employment or a substantial nature engaged in by those officers and directors during the past two years. |
ITEM 32. PRINCIPAL UNDERWRITERS.
(a) | DFA Securities LLC, (DFAS) is the principal underwriter for the Registrant. DFAS also serves as principal underwriter for The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. |
(b) | The following table sets forth information as to the Distributors Directors, Officers, Partners and Control Persons. The address of each officer is 6300 Bee Cave Road, Austin, Texas 78746: |
Name and Principal Business Address |
Positions and Offices with Underwriter |
Positions and Offices with Fund |
||
April A. Aandal | Vice President | Vice President | ||
Robyn G. Alcorta | Vice President | Vice President | ||
Magdalia S. Armstrong | Vice President | Vice President | ||
Darryl D. Avery | Vice President | Vice President | ||
Arthur H. Barlow | Vice President | Vice President | ||
Lana Bergstein | Vice President | Vice President | ||
Stanley W. Black | Vice President | Vice President | ||
Aaron T. Borders | Vice President | Vice President | ||
Scott A. Bosworth | Vice President | Vice President | ||
Valerie A. Brown | Vice President and Assistant Secretary | Vice President and Assistant Secretary | ||
David P. Butler | Vice President | Vice President | ||
Douglas M. Byrkit | Vice President | Vice President | ||
Hunt M. Cairns | Vice President | Vice President | ||
David K. Campbell | Vice President | Vice President | ||
Dennis M. Chamberlain | Vice President | Vice President | ||
Ryan J. Chaplinski | Vice President | Vice President | ||
James G. Charles | Vice President | Vice President | ||
Joseph H. Chi | Vice President | Vice President | ||
Pil Sun Choi | Vice President | Vice President | ||
Stephen A. Clark | Vice President | Vice President | ||
Matt B. Cobb | Vice President | Vice President | ||
Rose C. Cooke | Vice President | Vice President | ||
Ryan Cooper | Vice President | Vice President | ||
Jeffrey D. Cornell | Vice President | Vice President | ||
Robert P. Cornell | Vice President | Vice President | ||
John W. Crill | Vice President | Vice President | ||
Christopher S. Crossan | Vice President and Chief Compliance Officer | Vice President and Global Chief Compliance Officer | ||
John T. Curnutte | Vice President | Vice President | ||
John Dashtara | Vice President | Vice President | ||
James L. Davis | Vice President | Vice President | ||
Robert T. Deere | Vice President | Vice President | ||
Johnathon K. DeKinder | Vice President | Vice President | ||
Mark J. Dennis | Vice President | Vice President | ||
Massimiliano DeSantis | Vice President | Vice President | ||
Peter F. Dillard | Vice President | Vice President | ||
Robert W. Dintzner | Vice President | Vice President | ||
Karen M. Dolan | Vice President | Vice President | ||
L. Todd Erskine | Vice President | Vice President | ||
Richard A. Eustice | Vice President and Assistant Secretary | Vice President and Assistant Secretary | ||
Gretchen A. Flicker | Vice President | Vice President | ||
Jed S. Fogdall | Vice President | Vice President |
Edward A. Foley | Vice President | Vice President | ||
Deborah J.G. Foster | Vice President | Vice President | ||
Jeremy P. Freeman | Vice President | Vice President | ||
Kimberly A. Ginsburg | Vice President | Vice President | ||
Mark R. Gochnour | Vice President | Vice President | ||
Tom M. Goodrum | Vice President | Vice President | ||
Henry F. Gray | Vice President | Vice President | ||
John T. Gray | Vice President | Vice President | ||
Christian Gunther | Vice President | Vice President | ||
Robert W. Hawkins | Vice President | Vice President | ||
Joel H. Hefner | Vice President | Vice President | ||
Kevin B. Hight | Vice President | Vice President | ||
Gregory K. Hinkle | Vice President, Chief Financial Officer and Treasurer | Vice President, Chief Financial Officer and Treasurer | ||
Christine W. Ho | Vice President | Vice President | ||
Michael C. Horvath | Vice President | Vice President | ||
Mark A. Hunter | Vice President | Vice President | ||
Alan R. Hutchison | Vice President | Vice President | ||
Shahryar S. Jaberzadeh | Vice President | Vice President | ||
Jeremy R. James | Vice President | Vice President | ||
Jeff J. Jeon | Vice President | Vice President | ||
Garret D. Jones | Vice President | Vice President | ||
Stephen W. Jones | Vice President | Vice President | ||
Scott P. Kaup | Vice President | Vice President | ||
David M. Kavanaugh | Vice President | Vice President | ||
Andrew K. Keiper | Vice President | Vice President | ||
David M. Kershner | Vice President | Vice President | ||
Arun C. Keswani | Vice President | Vice President | ||
Kimberly L. Kiser | Vice President | Vice President | ||
Timothy R. Kohn | Vice President | Vice President | ||
Joseph F. Kolerich | Vice President | Vice President | ||
Natalia Y. Knych | Vice President | Vice President | ||
Mark D. Krasniewski | Vice President | Vice President | ||
Kahne L. Krause | Vice President | Vice President | ||
Stephen W. Kurad | Vice President | Vice President | ||
Michael F. Lane | Vice President | Vice President | ||
Francis R. Lao | Vice President | Vice President | ||
David F. LaRusso | Vice President | Vice President | ||
Juliet H. Lee | Vice President | Vice President | ||
Marlena I. Lee | Vice President | Vice President | ||
Paul A. Lehman | Vice President | Vice President | ||
John B. Lessley | Vice President | Vice President | ||
Joy L. Lopez | Vice President | Vice President | ||
Apollo D. Lupescu | Vice President | Vice President | ||
Timothy P. Luyet | Vice President | Vice President | ||
Peter Magnusson | Vice President | Vice President | ||
Kenneth M. Manell | Vice President | Vice President | ||
Aaron M. Marcus | Vice President | Vice President | ||
Duane R. Mattson | Vice President | Vice President | ||
Bryan R. McClune | Vice President | Vice President | ||
Philip P. McInnis | Vice President | Vice President | ||
Francis L. McNamara | Vice President | Vice President | ||
Travis A. Meldau | Vice President | Vice President | ||
Tracy R. Mitchell | Vice President | Vice President | ||
Jonathan G. Nelson | Vice President | Vice President |
Catherine L. Newell | Vice President and Secretary | Vice President and Secretary | ||
John R. Nicholson | Vice President | Vice President | ||
Pamela B. Noble | Vice President | Vice President | ||
Selwyn Notelovitz |
Vice President and Deputy Chief Compliance Officer |
Vice President and Deputy Chief Compliance Officer |
||
Carolyn L. O | Vice President | Vice President | ||
Gerard K. OReilly |
Vice President and Co-Chief Investment Officer |
Vice President and Co-Chief Investment Officer |
||
Randy C. Olson | Vice President | Vice President | ||
Daniel C. Ong | Vice President | Vice President | ||
Kyle K. Ozaki | Vice President | Vice President | ||
Matthew A. Pawlak | Vice President | Vice President | ||
Mary T. Phillips | Vice President | Vice President | ||
Jeffrey L. Pierce | Vice President | Vice President | ||
Olivian T. Pitis | Vice President | Vice President | ||
Brian P. Pitre | Vice President | Vice President | ||
David A. Plecha | Vice President | Vice President | ||
Allen Pu | Vice President | Vice President | ||
David J. Rapozo | Vice President | Vice President | ||
Mark A. Regier | Vice President | Vice President | ||
Cory T. Riedberger | Vice President | Vice President | ||
Savina B. Rizova | Vice President | Vice President | ||
Michael F. Rocque | Vice President | Vice President | ||
L. Jacobo Rodriguez | Vice President | Vice President | ||
Austin S. Rosenthal | Vice President | Vice President | ||
Oliver J. Rowe | Vice President | Vice President | ||
Joseph S. Ruzicka | Vice President | Vice President | ||
Julie A. Saft | Vice President | Vice President | ||
Joel P. Schneider | Vice President | Vice President | ||
Ashish Shrestha | Vice President | Vice President | ||
Bruce A. Simmons | Vice President | Vice President | ||
Ted R. Simpson | Vice President | Vice President | ||
Bhanu P. Singh | Vice President | Vice President | ||
Bryce D. Skaff | Vice President | Vice President | ||
Lukas J. Smart | Vice President | Vice President | ||
Andrew D. Smith | Vice President | Vice President | ||
Grady M. Smith | Vice President | Vice President | ||
Matthew Snider | Vice President | Vice President | ||
Lawrence R. Spieth | Vice President | Vice President | ||
Charlene L. St. John | Vice President | Vice President | ||
Brent M. Stone | Vice President | Vice President | ||
Richard H. Tatlow V | Vice President | Vice President | ||
Blake T. Tatsuta | Vice President | Vice President | ||
James J. Taylor | Vice President | Vice President | ||
Erik T. Totten | Vice President | Vice President | ||
John H. Totten | Vice President | Vice President | ||
Robert C. Trotter | Vice President | Vice President | ||
Dave C. Twardowski | Vice President | Vice President | ||
Karen E. Umland | Vice President | Vice President | ||
Benjamin C. Walker | Vice President | Vice President | ||
Brian J. Walsh | Vice President | Vice President | ||
Jessica Walton | Vice President | Vice President | ||
Griffin S. Watkins | Vice President | Vice President | ||
Timothy P. Wei | Vice President | Vice President | ||
Weston J. Wellington | Vice President | Vice President |
Ryan J. Wiley | Vice President | Vice President | ||
Kristina M. Williams | Vice President | Vice President | ||
Jeremy J. Willis | Vice President | Vice President | ||
Stacey E. Winning | Vice President | Vice President | ||
Cecelia K. Wong | Vice President | Vice President | ||
Craig A. Wright | Vice President | Vice President | ||
Joseph L. Young | Vice President | Vice President | ||
David G. Booth | Chairman, Director, President and Co-Chief Executive Officer | Chairman, Director, President and Co-Chief Executive Officer | ||
Kenneth R. French | Director | Not Applicable | ||
John A. McQuown | Director | Not Applicable | ||
Eduardo A. Repetto | Director, Co-Chief Executive Officer and Co-Chief Investment Officer | Director, Co-Chief Executive Officer and Chief Investment Officer | ||
Dimensional Fund Advisors LP | Shareholder | Not Applicable |
(c) | Not applicable. |
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant are located at the office of the Registrant and at additional locations, as follows:
Name | Address | |||
DFA Investment Dimensions Group Inc. |
6300 Bee Cave Road, Building One Austin, TX 78746 |
|||
State Street Bank and Trust Company |
1 Lincoln Street, Boston, MA 02111 |
ITEM 34. MANAGEMENT SERVICES.
None. |
ITEM 35. UNDERTAKINGS.
Not Applicable. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment Nos. 200/201 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, the State of Texas, as of this 30 th day of December, 2016.
DFA INVESTMENT DIMENSIONS GROUP INC. (Registrant) |
||
By: | /s/ David G. Booth * | |
David G. Booth, President (Signature and Title) |
Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment Nos. 200/201 to this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ David G. Booth* |
President, Director, Chairman and Co-Chief Executive Officer |
December 30, 2016 | ||
David G. Booth | ||||
/s/ Eduardo A. Repetto* |
Director, Co-Chief Executive Officer and Co-Chief Investment Officer | December 30, 2016 | ||
Eduardo A. Repetto | ||||
/s/ Gregory K. Hinkle* |
Chief Financial Officer, Treasurer and Vice President | December 30, 2016 | ||
Gregory K. Hinkle | ||||
/s/ George M. Constantinides* |
Director | December 30, 2016 | ||
George M. Constantinides | ||||
/s/ John P. Gould* |
Director | December 30, 2016 | ||
John P. Gould | ||||
/s/ Roger G. Ibbotson* |
Director | December 30, 2016 | ||
Roger G. Ibbotson | ||||
/s/ Edward P. Lazear* |
Director | December 30, 2016 | ||
Edward P. Lazear | ||||
/s/ Myron S. Scholes* |
Director | December 30, 2016 | ||
Myron S. Scholes | ||||
/s/ Abbie J. Smith* |
Director | December 30, 2016 | ||
Abbie J. Smith |
*By: | /s/ Carolyn L. O | |||
Carolyn L. O Attorney-in-Fact (Pursuant to a Power-of-Attorney) |
THE DFA INVESTMENT TRUST COMPANY consents to the filing of this Amendment to the Registration Statement of DFA Investment Dimensions Group Inc. which is signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, the State of Texas, as of this 30 th day of December, 2016.
THE DFA INVESTMENT TRUST COMPANY (Registrant) |
||
By: | /s/ David G. Booth * | |
David G. Booth, President (Signature and Title) |
The undersigned Trustees and principal officers of THE DFA INVESTMENT TRUST COMPANY consent to the filing of this Post-Effective Amendment Nos. 200/201 to the Registration Statement of DFA Investment Dimensions Group Inc. on the dates indicated.
Signature | Title | Date | ||
/s/ David G. Booth* |
President, Trustee, Chairman and Co-Chief Executive Officer | December 30, 2016 | ||
David G. Booth | ||||
/s/ Eduardo A. Repetto* |
Trustee, Co-Chief Executive Officer and Co-Chief Investment Officer | December 30, 2016 | ||
Eduardo A. Repetto | ||||
/s/ Gregory K. Hinkle* |
Chief Financial Officer, Treasurer and Vice President | December 30, 2016 | ||
Gregory K. Hinkle | ||||
/s/ George M. Constantinides* |
Trustee | December 30, 2016 | ||
George M. Constantinides | ||||
/s/ John P. Gould* |
Trustee | December 30, 2016 | ||
John P. Gould | ||||
/s/ Roger G. Ibbotson* |
Trustee | December 30, 2016 | ||
Roger G. Ibbotson | ||||
/s/ Edward P. Lazear* |
Trustee | December 30, 2016 | ||
Edward P. Lazear | ||||
/s/ Myron S. Scholes* |
Trustee | December 30, 2016 | ||
Myron S. Scholes | ||||
/s/ Abbie J. Smith* |
Trustee | December 30, 2016 | ||
Abbie J. Smith |
*By: |
/s/ Carolyn L. O |
|||
Carolyn L. O Attorney-in-Fact (Pursuant to a Power-of-Attorney) |
DIMENSIONAL EMERGING MARKETS VALUE FUND consents to the filing of this Amendment to the Registration Statement of DFA Investment Dimensions Group Inc. which is signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, the State of Texas, as of this 30 th day of December, 2016.
DIMENSIONAL EMERGING MARKETS VALUE FUND (Registrant) |
||
By: |
/s/ David G. Booth * |
|
David G. Booth, President (Signature and Title) |
The undersigned Trustees and principal officers of DIMENSIONAL EMERGING MARKETS VALUE FUND consent to the filing of this Post-Effective Amendment Nos. 200/201 to the Registration Statement of DFA Investment Dimensions Group Inc. on the dates indicated.
Signature | Title | Date | ||
/s/ David G. Booth* |
President, Trustee, Chairman and Co-Chief Executive Officer | December 30, 2016 | ||
David G. Booth | ||||
/s/ Eduardo A. Repetto* |
Trustee, Co-Chief Executive Officer and Co-Chief Investment Officer | December 30, 2016 | ||
Eduardo A. Repetto | ||||
/s/ Gregory K. Hinkle* |
Chief Financial Officer, Treasurer and Vice President | December 30, 2016 | ||
Gregory K. Hinkle | ||||
/s/ George M. Constantinides* |
Trustee | December 30, 2016 | ||
George M. Constantinides | ||||
/s/ John P. Gould* |
Trustee | December 30, 2016 | ||
John P. Gould | ||||
/s/ Roger G. Ibbotson* |
Trustee | December 30, 2016 | ||
Roger G. Ibbotson | ||||
/s/ Edward P. Lazear* |
Trustee | December 30, 2016 | ||
Edward P. Lazear | ||||
/s/ Myron S. Scholes* |
Trustee | December 30, 2016 | ||
Myron S. Scholes | ||||
/s/ Abbie J. Smith* |
Trustee | December 30, 2016 | ||
Abbie J. Smith |
*By: |
/s/ Carolyn L. O |
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Carolyn L. O Attorney-in-Fact (Pursuant to a Power-of-Attorney) |
EXHIBIT LIST
Exhibit No. | Description | |
28.d.1.o | Form of Amended Investment Management Agreement for Large Cap International Portfolio | |
28.d.1.x | Form of Amended Investment Management Agreement for International Core Equity Portfolio | |
28.d.1.bb | Form of Amended Investment Management Agreement for World ex U.S. Core Equity Portfolio | |
28.d.1.dd | Form of Amended Investment Management Agreement for Emerging Markets Portfolio | |
28.d.1.gg | Form of Amended Investment Management Agreement for Emerging Markets Core Equity Portfolio | |
28.d.1.ggg | Form of Amended Investment Management Agreement for T.A. World ex U.S. Core Equity Portfolio | |
28.d.1.qqq | Form of Amended Investment Management Agreement for U.S. Sustainability Core 1 Portfolio | |
28.d.1.rrr | Form of Amended Investment Management Agreement for International Sustainability Core 1 Portfolio | |
28.d.1.sss | Form of Amended Investment Management Agreement for International Social Core Equity Portfolio | |
28.d.1.ttt | Form of Amended Investment Management Agreement for Emerging Markets Social Core Equity Portfolio | |
28.h.4.d | Form of Amended and Restated Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA re: various portfolios of the Registrant | |
28.h.4.h | Form of Amended Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA re: the: U.S. Large Cap Value Portfolio, Tax-Managed U.S. Marketwide Value Portfolio, LWAS/DFA International High Book to Market Portfolio, Japanese Small Company Portfolio, United Kingdom Small Company Portfolio, Continental Small Company Portfolio, Asia Pacific Small Company Portfolio, and Emerging Markets Small Cap Portfolio | |
28.h.4.n | Form of Amended Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA re: the: Emerging Markets Core Equity Portfolio, Emerging Markets Social Core Equity Portfolio, International Core Equity Portfolio, International Sustainability Core 1 Portfolio, International Social Core Equity Portfolio, Large Cap International Portfolio, T.A. World ex U.S. Core Equity Portfolio, and World ex U.S. Core Equity Portfolio | |
28.h.4.o | Form of Amended Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA for Emerging Markets Portfolio | |
28.n.1 | Form of Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 |
EX-28.d.1.o
DFA INVESTMENT DIMENSIONS GROUP INC.
LARGE CAP INTERNATIONAL PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the Large Cap International Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.20%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28 th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.d.1.x
DFA INVESTMENT DIMENSIONS GROUP INC.
INTERNATIONAL CORE EQUITY PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the International Core Equity Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.27%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.d.1.bb
DFA INVESTMENT DIMENSIONS GROUP INC.
WORLD EX U.S. CORE EQUITY PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the World ex U.S. Core Equity Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.32%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.d.1.dd
DFA INVESTMENT DIMENSIONS GROUP INC.
EMERGING MARKETS PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the Emerging Markets Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July, 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.42%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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7
EX-28.d.1.gg
DFA INVESTMENT DIMENSIONS GROUP INC.
EMERGING MARKETS CORE EQUITY PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the Emerging Markets Core Equity Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.47%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017, and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.d.1.ggg
DFA INVESTMENT DIMENSIONS GROUP INC.
T.A. WORLD EX U.S. CORE EQUITY PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the T.A. World ex U.S. Core Equity Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.32%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.d.1.qqq
DFA INVESTMENT DIMENSIONS GROUP INC.
U.S. SUSTAINABILITY CORE 1 PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the U.S. Sustainability Core 1 Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.23%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.d.1.rrr
DFA INVESTMENT DIMENSIONS GROUP INC.
INTERNATIONAL SUSTAINABILITY CORE 1 PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the International Sustainability Core 1 Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.30%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28 th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.d.1.sss
DFA INVESTMENT DIMENSIONS GROUP INC.
INTERNATIONAL SOCIAL CORE EQUITY PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the International Social Core Equity Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.29%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.d.1.ttt
DFA INVESTMENT DIMENSIONS GROUP INC.
EMERGING MARKETS SOCIAL CORE EQUITY PORTFOLIO
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made this 28th day of February, 2017, by and between DFA INVESTMENT DIMENSIONS GROUP INC. , a Maryland corporation (the Fund), on behalf of the Emerging Markets Social Core Equity Portfolio (the Portfolio), a separate series of the Fund, and DIMENSIONAL FUND ADVISORS LP , a Delaware limited partnership (the Manager), amending and restating the Investment Management Agreement dated July 21, 2015, to lower the fee rate paid to the Manager.
1. Investment Advisory Services. The Fund hereby employs the Manager to manage the investment and reinvestment of the assets of the Portfolio, to review and supervise the investment and reinvestment of the assets of the Portfolio, to determine in its discretion the securities and instruments to be purchased or sold and the portion of the Portfolios assets to be uninvested, to provide the Fund with records concerning the Managers activities which the Fund is required to maintain, and to render regular reports to the Funds officers and the Board of Directors of the Fund (the Board), all in compliance with the investment objective(s), policies, and limitations set forth in the Portfolios registration statement, and applicable laws and regulations, or as the Fund may instruct the Manager in writing. The Manager accepts such employment and agrees to provide, at its own expense, the office space, furnishings and equipment, and the personnel required by it to perform the investment advisory services described herein on the terms and for the compensation provided herein.
2. Portfolio Transactions. The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Managers overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.
3. Non-Investment Advisory Services. The Fund hereby employs the Manager to provide certain non-investment advisory services for the Portfolio, subject to the direction of the officers and the Board on the terms hereinafter set forth. Specifically, the Manager shall perform or arrange for the performance, as applicable, at its own expense (except
as provided in Section 4 or unless otherwise agreed to by the Manager and the Fund, in which case at the Funds expense), the following services to the Fund on behalf of the Portfolio to the extent that any such services are not otherwise provided by any other service provider to the Fund:
(i) | monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolios custodian, transfer and dividend disbursing agents, printers, insurance carriers (as well as insurance agents and insurance brokers), independent public accountants, legal counsel and other persons and entities who provide similar services to the Fund for the benefit of the Portfolio; |
(ii) | monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio; |
(iii) | coordinate, monitor and evaluate the daily pricing and valuation of the Portfolios investment portfolio; |
(iv) | monitor the Portfolios compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations; |
(v) | assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations; |
(vi) | assist the Portfolio to comply with the provisions of applicable federal, state, local and foreign securities, organizational and other laws that govern the business of the Fund in respect of the Portfolio, including with respect to the preparation of registration statements and other materials in connection with the offering of the Portfolios shares; |
(vii) | monitor and coordinate the provision of trade administration oversight services to the Portfolio, including settlement oversight services, reconciliation services, collateral management oversight services, and similar services, including recommending corrective action; |
(viii) | assist the Portfolio to conduct meetings of the Portfolios shareholders if and when called by the Board; |
(ix) | furnish such information to the Board as the Board may reasonably require in connection with the annual approval of this Agreement, and coordinate the provision of such other information as the Board may reasonably request; and |
(x) | provide the shareholders of the Portfolio with such information regarding the operation and affairs of the Portfolio, and their investment in its shares, as they or the Fund may reasonably request. |
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The Manager accepts such employment and agrees to provide or coordinate the provision of the non-investment advisory services specified above in this Section 3 for the compensation provided in Section 5. The Manager is not required at its own expense to provide non-investment advisory services to the Fund under this Agreement except as specified in this Section 3. The Manager may provide additional non-investment advisory services, i.e. , those not specified in this Section 3, for the benefit of the Portfolio subject to terms mutually agreed upon by the Fund and the Manager.
Subject to approval or ratification by the Board, the Manager may delegate to one or more entities some or all of the services for the Portfolio described in this Section 3 for which the Manager is responsible, provided that the Manager will be responsible for supervising such entities and paying the compensation, if any, of such entities for such services to the Portfolio, except as otherwise agreed to by the Manager and the Fund.
4. Expenses of the Fund. Other than as provided for in Sections 1 and 3, the Fund shall be responsible for all of its own fees, expenses, charges, assessments, taxes, and other costs incurred in its operations, whether incurred directly by the Fund or incurred by the Manager on behalf of the Fund (together, fees and expenses). Such fees and expenses payable by the Fund shall include, but are not limited to:
i. | Fees and expenses paid to the Manager as provided herein; |
ii. | Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio; |
iii. | Fees and expenses of transfer and dividend disbursing agents, sub-transfer agents, custodians, securities lending agents, administrators and shareholder servicing and record-keeping agents, including the expenses of issue, repurchase or redemption of its shares; |
iv. | Fees and expenses of registering and maintaining the registration of the Portfolio and its shares under federal and any applicable state laws; including the printing and distribution of prospectuses to its existing shareholders; |
v. | Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolios shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolios and the Funds legal existence; |
vi. | Fees and expenses of all audits by independent public accountants; |
vii. | Fees and expenses of legal counsel to the Portfolio and/or the directors, including the legal fees related to the registration and continued qualification of the Portfolios shares for sale; |
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viii. | Compensation of, and fees and expenses incurred by those individuals serving as, directors who are not directors, officers, employees or shareholders of the Manager or any of its affiliates; |
ix. | Fees and expenses relating to the pricing and return data of Portfolio assets and related indices to the extent necessary for disclosure in regulatory filings for the Fund, including expenses of obtaining quotations for calculating the value of the Portfolios net assets; |
x. | The Portfolios pro rata portion of fidelity bond, errors and omissions, and directors and officer liability insurance premiums; |
xi. | The Portfolios pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board; |
xii. | Salaries and other compensation, in whole or in part, of officers and employees of the Fund who are not officers, directors, or employees of the Manager or its affiliates (provided, however, notwithstanding the employment of officers or personnel by the Manager, the Fund shall be responsible for its pro rata portion of any salary and other compensation as may be payable to the Funds chief compliance officer); |
xiii. | Fees and expenses incident to meetings of the Board; |
xiv. | Taxes and other governmental fees levied against the Portfolio, and the preparation of the Funds tax returns; |
xv. | Investment fees and expenses of the Portfolio, including the interest expense of borrowing money; |
xvi. | Fees and expenses associated with obtaining tax reclaims for the Portfolio; |
xvii. | Fees and expenses associated with preparing the Portfolios filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association, or other government agency or regulatory body and any costs associated with disclosure, reporting and recordkeeping requirements with respect to such filings; |
xviii. | Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio; |
xix. | Fees and expenses incurred in connection with any litigation or regulatory proceeding, including class action proceedings, bankruptcy proceedings, and responses to subpoenas of any kind; |
xx. | Extraordinary fees and expenses of the Portfolio; |
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xxi. | Fees and expenses associated with trade administration oversight services with respect to reconciliations, including: (a) assistance with Portfolio valuation and tax lot accounting; (b) daily reconciliation of the Portfolios cash and positions with the Portfolios custodians; (c) detailed reconciliations of the Portfolios net asset value; and (d) maintenance of books and records of portfolio transactions; |
xxii. | Fees and expenses associated with trade administration oversight services with respect to settlement oversight, including: (a) capturing information for trades executed for the Portfolio and corporate action elections and transmitting such information to custodians, other fund service providers and other third parties such as securities lending agents; and (b) coordinating with custodians and brokers to identify, investigate and resolve all unmatched and failed trades and matters related to corporate actions; |
xxiii. | Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolios margin accounts; (b) calculation and management of daily margin calls; (c) transmission of instructions related to collateral settlement; and (d) reviews of collateral eligibility and substitute collateral; |
xxiv. | Fees and expenses related to the Portfolios, not the Managers, compliance program; |
xxv. | Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and |
xxvi. | Fees and expenses associated with the voting of proxies (or other requests for consent or approval of interest holders) with respect to securities or other assets held by the Portfolio, including certain research services, as approved by the Board. |
The Portfolio, at its expense, may enter into agreements with one or more entities (including the Manager) to perform some or all of the services related to the fees and expenses of the Portfolio specified above in this Section 4 or such other services that may be requested by the Board from time to time. Payment by the Manager of the fees and expenses that shall be borne by the Portfolio under this Agreement shall not prejudice the Managers right to seek reimbursement for such fees and expenses or to provide for the future payment by the Portfolio of such fees and expenses.
In carrying out its responsibilities under Section 3 of the Agreement, to the extent the Manager deems necessary or desirable and at the expense of the Portfolio, the Manager shall be entitled to consult with, and obtain the assistance of, the persons described in clause (i) of Section 3 that provide services to the Fund.
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To the extent there is uncertainty as to whether a fee or expense should be borne by the Fund, the Board will have discretion to determine, in consultation with the Manager and consistent with applicable law, whether the Fund will bear such fee or expense.
5. Compensation of the Manager. For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.47%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.
6. Reports. The Fund and the Manager agree to furnish to each other information with regard to their respective affairs as each may reasonably request.
7. Status of the Manager. The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.
8. Liability of the Manager. No provision of this Agreement shall be deemed to protect the Manager against any liability to the Fund or the shareholders of the Portfolio to which it might otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
9. Permissible Interests. Subject to and in accordance with the charters of the Fund and the Manager, respectively, directors, officers, and shareholders of the Fund are or may be interested in the Manager (or any successor thereof) as directors, officers, or shareholders, or otherwise; directors, officers, agents, and shareholders of the Manager are or may be interested in the Fund as directors, officers, shareholders, or otherwise; and the Manager (or any successor) is or may be interested in the Fund as a shareholder or otherwise, and the effect of any such interrelationships shall be governed by said charters and the provisions of the Investment Company Act of 1940, as amended (the 1940 Act).
10. Duration and Termination. This Agreement shall become effective on February 28, 2017 and shall continue in effect until February 28, 2018, and thereafter, only if such continuance is approved at least annually by a vote of the Board, including the vote of a majority of the directors who are not parties to this Agreement or interested persons of any such party, cast in person, at a meeting called for the purpose of voting such approval. In addition, the question of continuance of this Agreement may be presented to the shareholders of the Portfolio; in such event, such continuance shall be effected only if approved by the affirmative vote of the holders of a majority of the outstanding voting securities of the Portfolio.
This Agreement may at any time be terminated without payment of any penalty either by vote of the Board or by vote of the holders of a majority of the outstanding voting securities of the Portfolio, on not more than (60) sixty days written notice to the Manager.
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This Agreement shall automatically terminate in the event of its assignment.
This Agreement may be terminated by the Manager after ninety (90) days written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed post-paid, to the other party at any office of such party.
As used in this Section, the terms assignment, interested persons, voting securities, and a majority of the outstanding voting securities shall have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19), Section 2(a)(42) of the 1940 Act and Rule 18f-2 thereunder.
11. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby.
12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Texas.
13. Use of Names. The Manager and the Fund agree that the Manager has a proprietary interest in the names DFA and Dimensional, and that the Fund and/or Portfolio may use such names only as permitted by the Manager, and the Fund further agrees to cease use of such names promptly after receipt of a written request to do so from the Manager.
IN WITNESS WHEREOF, the parties hereby have caused this Agreement to be executed this 28th day of February, 2017.
DIMENSIONAL FUND ADVISORS LP | DFA INVESTMENT DIMENSIONS GROUP INC. |
By: DIMENSIONAL HOLDINGS INC., General Partner |
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EX-28.h.4.d
AMENDED AND RESTATED FEE WAIVER AND/OR EXPENSE ASSUMPTION
AGREEMENT FOR DFA INVESTMENT DIMENSIONS GROUP INC.
AMENDED AND RESTATED FEE WAIVER AND/OR EXPENSE ASSUMPTION AGREEMENT, made this 15th day of December, 2016, between DFA Investment Dimensions Group Inc. , a Maryland corporation (the Fund), on behalf of certain portfolios of the Fund, as identified below (each a Portfolio, and together, the Portfolios), and Dimensional Fund Advisors LP , a Delaware limited partnership (Dimensional) (formerly Dimensional Fund Advisors Inc.), amending and restating certain waiver agreements previously entered into by the Fund and Dimensional.
WHEREAS, Dimensional has entered into Investment Management Agreements on behalf of the Portfolios, pursuant to which Dimensional provides various services for the Portfolios, and for which Dimensional is compensated based on the average net assets of such Portfolios; and
WHEREAS, the Fund and Dimensional have determined that it is appropriate and in the best interests of each Portfolio and its shareholders to limit the expenses of the Portfolios of the Fund as listed below;
NOW, THEREFORE, the parties hereto agree as follows:
1. | Fee Waiver and Expense Assumption by Dimensional . |
(a) | Dimensional agrees to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of each of the following Portfolios (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio, on an annualized basis, to the following percentages of a class of the respective Portfolios average net assets (the Expense Limitation Amount): |
Portfolio |
Expense Limitation Amount | |||
DFA California Intermediate-Term Municipal Bond Portfolio |
0.23 | % | ||
DFA California Short-Term Municipal Bond Portfolio |
0.30 | % | ||
DFA Intermediate-Term Extended Quality Portfolio |
0.22 | % | ||
DFA Intermediate-Term Municipal Bond Portfolio |
0.23 | % | ||
DFA Inflation-Protected Securities Portfolio |
0.20 | % | ||
DFA International Real Estate Securities Portfolio |
0.29 | % | ||
DFA Real Estate Securities Portfolio |
0.18 | % | ||
DFA Selectively Hedged Global Fixed Income Portfolio |
0.25 | % | ||
DFA Short-Term Extended Quality Portfolio |
0.22 | % | ||
DFA World-ex US Government Fixed Income Portfolio |
0.20 | % | ||
International Vector Equity Portfolio |
0.60 | % | ||
T.A. U.S. Core Equity 2 Portfolio |
0.30 | % | ||
U.S. Core Equity 1 Portfolio |
0.23 | % | ||
U.S. Core Equity 2 Portfolio |
0.26 | % | ||
U.S. Sustainability Core 1 Portfolio |
0.25 | % | ||
U.S. Vector Equity Portfolio |
0.36 | % | ||
U.S. Large Cap Growth Portfolio |
0.20 | % | ||
U.S. Small Cap Growth Portfolio |
0.40 | % | ||
International Large Cap Growth Portfolio |
0.30 | % | ||
International Small Cap Growth Portfolio |
0.55 | % | ||
U.S. Large Cap Equity Portfolio |
0.19 | % | ||
DFA Municipal Real Return Portfolio |
0.27 | % | ||
DFA Municipal Bond Portfolio |
0.23 | % | ||
DFA LTIP Portfolio |
0.15 | % | ||
DFA Targeted Credit Portfolio |
0.20 | % | ||
VIT Inflation-Protected Securities Portfolio |
0.18 | % | ||
DFA NY Municipal Bond Portfolio |
0.25 | % | ||
DFA Social Fixed Income Portfolio |
0.27 | % |
(b) | Dimensional agrees to waive all or a portion of its management fee and to assume the expenses of a class of each of the following Portfolios (including the expenses that a Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund and its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio, on an annualized basis, to the following percentages of a class of the respective Portfolios average net assets (the Expense Limitation Amount). |
Portfolio |
Expense Limitation Amount | |||
DFA Global Real Estate Securities Portfolio |
0.24 | % | ||
DFA International Value ex Tobacco Portfolio |
0.60 | % | ||
DFA Investment Grade Portfolio |
0.22 | % | ||
DFA VA Global Moderate Allocation Portfolio (Class L10 shares) |
0.45 | % | ||
DFA VA Global Moderate Allocation Portfolio (Institutional Class shares) |
0.40 | % | ||
DFA Commodity Strategy Portfolio |
0.55 | % |
(c) | Dimensional agrees to waive up to the full amount of each Portfolios management fee (as stated below) to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by Dimensional, except for the fees paid through investment of securities lending cash collateral in The DFA Short Term Investment Fund (the Underlying Funds). In addition, Dimensional also agrees to waive all or a portion of the management fee and to assume the expenses of a class of each Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund) (Portfolio Expenses) of a class of the Portfolio so that such Portfolio Expenses, on an annualized basis, do not exceed the following percentages of a class of the respective Portfolios average net assets (the Expense Limitation Amount). |
Portfolio |
Management Fee | Expense Limitation Amount | ||||||
Selectively Hedged Global Equity Portfolio |
0.30 | % | 0.40 | % | ||||
World ex U.S. Targeted Value Portfolio |
0.58 | % | 0.80 | % |
(d) | Dimensional agrees to waive up to the full amount of the DFA Short-Duration Real Return Portfolios management fee of 0.20% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by Dimensional, except for the fees paid through its investment of securities lending cash collateral in The DFA Short Term Investment Fund (the Underlying Funds). In addition, Dimensional also agrees to waive all or a portion of the management fee and to assume the ordinary operating expenses of a class of the Portfolio (including the expenses that the Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund and the expenses that the Portfolio incurs indirectly through its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.24% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). |
2
(e) | Dimensional agrees to waive up to the full amount of the World Core Equity Portfolios management fee of 0.30% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by Dimensional, except for the fees paid through its investment of securities lending cash collateral in The DFA Short Term Investment Fund (the Underlying Funds) (including the Portfolios proportionate share of any management fees that an Underlying Fund paid through its investment in an affiliated cash management fund). Further, Dimensional also agrees to assume the expenses of a class of the Portfolio to the extent necessary to reduce the ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund) (Portfolio Expenses) of a class of the Portfolio so that the Portfolio Expenses do not exceed 0.35% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). |
(f) | Dimensional agrees to reduce all or a portion of its management fee and, if necessary, to assume certain other expenses (to the extent permitted by the Internal Revenue Code of 1986, as amended) of each such Portfolio, such fee waiver and assumption of expenses as detailed below, to the extent necessary to limit the annualized expenses of each Portfolio to the rate reflected below for each Portfolio (Expense Limitation Amount): |
Portfolio |
Expense Limitation Amount |
|
Tax-Managed U.S. Equity Portfolio | Dimensional has agreed to waive its management fee and assume the ordinary operating expenses of a class of the Portfolio (excluding the expenses that the Portfolio incurs indirectly through investment in other investment companies) to the extent necessary to reduce the expenses of a class of the Portfolio when its total operating expenses exceed 0.22% of the average net assets of a class of the Portfolio on an annualized basis. | |
U.S. Targeted Value Portfolio
|
Dimensional has agreed to waive its management fee and to assume the expenses of the Portfolios Institutional Class shares (excluding the expenses the Portfolio incurs indirectly through investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of the Portfolios Institutional Class shares to 0.50% of the average net assets of such class of the Portfolio on an annualized basis. |
(g) | Dimensional agrees to waive its management fee and to assume the expenses of Institutional Class shares of the shares of the Dimensional Retirement Income Fund, Dimensional 2005 Target Date Retirement Income Fund, Dimensional 2010 Target Date Retirement Income Fund, Dimensional 2015 Target Date Retirement Income Fund, Dimensional 2020 Target Date Retirement Income Fund, Dimensional 2025 Target Date Retirement Income Fund, Dimensional 2030 Target Date Retirement Income Fund, Dimensional 2035 Target Date Retirement Income Fund, Dimensional 2040 Target Date Retirement Income Fund, Dimensional 2045 Target Date Retirement Income Fund, Dimensional 2050 Target Date Retirement Income Fund, Dimensional 2055 Target Date Retirement Income Fund, and Dimensional 2060 Target Date Retirement Income Fund (each, a Portfolio) (excluding the expenses the Portfolio incurs indirectly through investment in other investment companies managed by Dimensional) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of the Institutional Class shares of each Portfolio to 0.06% of the average net assets of Institutional Class shares of the Portfolio on an annualized basis. |
3
(h) | Dimensional agrees to waive all or a portion of its management fee and to assume the ordinary operating expenses of a class of the DFA Diversified Fixed Income Portfolio (including the expenses that the Portfolio bears as a shareholder of other funds managed by the Advisor, excluding money market funds, but excluding the expenses that the Portfolio incurs indirectly through its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of the Portfolio to 0.15% of the average net assets of a class of the Portfolio on an annualized basis (the Expense Limitation Amount). |
2. | Fee Waiver by Dimensional . |
(a) | Dimensional agrees to waive all or a portion of its management fee to the extent necessary to reduce the ordinary operating expenses (excluding expenses incurred through investment in other investment companies) (Portfolio Expenses) of a class of each of the following Portfolios so that such Portfolio Expenses, on an annualized basis, do not exceed the rate reflected below for a class of each Portfolio (the Expense Limitation Amount): |
Portfolio |
Expense Limitation Amount | |||
DFA Short-Term Government Portfolio (formerly the DFA Five-Year Government Portfolio) |
0.20 | % | ||
DFA Short-Term Municipal Bond Portfolio |
0.30 | % | ||
U.S. Social Core Equity 2 Portfolio |
0.60 | % |
(b) | Dimensional agrees to waive up to the full amount of the World ex U.S. Value Portfolios management fee of 0.47% to the extent necessary to offset the proportionate share of the management fees paid by the Portfolio through its investment in other funds managed by Dimensional, except for the fees paid through its investment of securities lending cash collateral in The DFA Short Term Investment Fund (the Underlying Funds). In addition, Dimensional also agrees to waive all or a portion of the management fee that remains payable by the Portfolio (i.e., the management fee remaining after the proportionate share of the Underlying Funds management fees have been offset (the Remaining Management Fee)) to the extent necessary to reduce the Portfolios ordinary operating expenses (including expenses incurred through its investment in other investment companies but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund) (Portfolio Expenses) so that such Portfolio Expenses do not exceed 0.60% of the Portfolios average net assets on an annualized basis (the Expense Limitation Amount). The maximum amount that may be waived to limit Portfolio Expenses pursuant to this paragraph is the amount of the Remaining Management Fee. |
3. | Duty to Reimburse Dimensional . If, at any time, the Portfolio Expenses are less than the applicable Expense Limitation Amount of a class of shares of a Portfolio, the Fund, on behalf of the Portfolio, shall reimburse Dimensional for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified above. There shall be no obligation of the Fund, on behalf of a Portfolio, to reimburse Dimensional for fees waived or expenses previously assumed by Dimensional more than thirty-six (36) months prior to the date of any reimbursement. |
4
4. | Assignment . No assignment of this Agreement shall be made by Dimensional without the prior consent of the Fund. |
5. | Duration and Termination . This Agreement shall begin on February 28, 2017, and shall continue in effect until February 28, 2018 for each Portfolio, and shall continue in effect from year to year thereafter, unless and until the Fund or Dimensional notifies the other party to the Agreement, at least thirty days (30) prior to the end of the one-year period for a Portfolio, of its intention to terminate the Agreement. This Agreement shall automatically terminate upon the termination of the Investment Management Agreement between Dimensional and the Fund, on behalf of such Portfolio. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
DFA INVESTMENT DIMENSIONS GROUP INC. |
DIMENSIONAL FUND ADVISORS LP | |
By: DIMENSIONAL HOLDINGS INC., General Partner | ||
By: | By: | |
Name: | Name: | |
Title: | Title: |
As amended: December 15, 2016
5
EX-28.h.4.h
AMENDED AND RESTATED FEE WAIVER AND/OR EXPENSE ASSUMPTION AGREEMENT FOR
DFA INVESTMENT DIMENSIONS GROUP INC.
AMENDED AND RESTATED FEE WAIVER AND/OR EXPENSE ASSUMPTION AGREEMENT, made this 15th day of December, 2016, between DFA Investment Dimensions Group Inc. , a Maryland corporation (the Fund), on behalf of certain portfolios of the Fund, as identified below (each a Portfolio, and together, the Portfolios), and Dimensional Fund Advisors LP , a Delaware limited partnership (Dimensional), amending and restating certain waiver agreements previously entered into by the Fund and Dimensional.
WHEREAS, Dimensional has entered into Investment Management Agreements with the Fund, on behalf of the Portfolios, pursuant to which Dimensional provides various services to the Portfolios, and for which Dimensional is compensated based on the average net assets of such Portfolios; and
WHEREAS, the Fund and Dimensional have determined that it is appropriate and in the best interests of each Portfolio and its shareholders to limit the fees and expenses of the Portfolios of the Fund as listed below;
NOW, THEREFORE, the parties hereto agree as follows:
1. | Fee Waiver by Dimensional . |
Dimensional agrees to waive all or a portion of each Portfolios management fee to the extent necessary to limit the total management fees paid to Dimensional by a Portfolio, including the proportionate share of the management fees a Portfolio pays indirectly through its investment in other funds managed by Dimensional, except for the fees paid indirectly through its investment of securities lending cash collateral in The DFA Short Term Investment Fund, to the following rates listed below for each Portfolio:
Portfolio |
Total Management Fee | |||
U.S. Large Cap Value Portfolio |
0.25 | % | ||
Tax-Managed U.S. Marketwide Value Portfolio |
0.35 | % | ||
LWAS/DFA International High Book to Market Portfolio |
0.21 | % | ||
Japanese Small Company Portfolio |
0.50 | % | ||
United Kingdom Small Company Portfolio |
0.50 | % | ||
Continental Small Company Portfolio |
0.50 | % | ||
Asia Pacific Small Company Portfolio |
0.50 | % | ||
Emerging Markets Small Cap Portfolio |
0.65 | % |
2. | Fee Waiver and Expense Assumption for Small Company Portfolios . In addition to the fee waiver in Section 1 of this Agreement, with respect to the Japanese Small Company Portfolio, United Kingdom Small Company Portfolio, Continental Small Company Portfolio and Asia Pacific Small Company Portfolio (each a Small Company Portfolio), Dimensional agrees to further waive all or a portion of its management fee and to assume the other direct expenses of a class of a Small Company Portfolio (excluding expenses incurred through its investment in other investment companies managed by Dimensional) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of each class of the Portfolio to 0.47% of the average net assets of the class on an annualized basis (Expense Limitation Amount). |
3. | Fee Waiver and Expense Assumption for International Small Company Portfolio . Dimensional agrees to waive all or a portion of its management fee and to assume the other direct expenses of a class of the International Small Company Portfolio (excluding expenses incurred through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of each class of the Portfolio to 0.45% of the average net assets of the class on an annualized basis (Expense Limitation Amount). |
4. |
Duty to Reimburse Dimensional . With respect to each Small Company Portfolio and the International Small Company Portfolio, if, at any time, the Portfolio Expenses are less than the applicable Expense Limitation Amount of a class of shares of a Portfolio, the Fund, on behalf of the Portfolio, shall reimburse Dimensional for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount |
identified above. Except, there shall be no obligation for the Fund, on behalf of a Small Company Portfolio to reimburse Dimensional for fees waived in connection with the fee waiver described in Section 1 of this Agreement. Also, there shall be no obligation of the Fund, on behalf of a Small Company Portfolio or the International Small Company Portfolio, to reimburse Dimensional for fees waived or expenses previously assumed by Dimensional more than thirty-six (36) months prior to the date of any reimbursement. |
5. | Assignment . No assignment of this Agreement shall be made by Dimensional without the prior consent of the Fund. |
6. | Duration and Termination . This Agreement shall begin on February 28, 2017, and shall continue in effect until February 28, 2018 for each Portfolio, and shall continue in effect from year to year thereafter, unless and until the Fund or Dimensional notifies the other party to the Agreement, at least thirty days (30) prior to the end of the one-year period for a Portfolio, of its intention to terminate the Agreement. Notwithstanding this Section 6, the fee waiver described in Section 1 of this Agreement for each Portfolio, shall remain in effect permanently, unless terminated by the Fund. This Agreement shall automatically terminate upon the termination of the Investment Management Agreement, between Dimensional and the Fund, on behalf of such Portfolio. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
DFA INVESTMENT DIMENSIONS GROUP INC. |
DIMENSIONAL FUND ADVISORS LP | |
By: DIMENSIONAL HOLDINGS INC., General Partner |
||
By: | By: | |
Name: | Name: | |
Title: | Title: |
As amended: December 15, 2016
2
EX-28.h.4.n
AMENDED AND RESTATED FEE WAIVER AND/OR EXPENSE ASSUMPTION
AGREEMENT FOR DFA INVESTMENT DIMENSIONS GROUP INC.
AMENDED AND RESTATED FEE WAIVER AND/OR EXPENSE ASSUMPTION AGREEMENT, made this 15th day of December, 2016, between DFA Investment Dimensions Group Inc. , a Maryland corporation (the Fund), on behalf of certain portfolios of the Fund, as identified below (each a Portfolio, and together, the Portfolios), and Dimensional Fund Advisors LP , a Delaware limited partnership (Dimensional) (formerly Dimensional Fund Advisors Inc.), amending and restating certain waiver agreements previously entered into by the Fund and Dimensional.
WHEREAS, Dimensional has entered into Investment Management Agreements on behalf of the Portfolios, pursuant to which Dimensional provides various services for the Portfolios, and for which Dimensional is compensated based on the average net assets of such Portfolios; and
WHEREAS, the Fund and Dimensional have determined that it is appropriate and in the best interests of each Portfolio and its shareholders to limit the expenses of the Portfolios of the Fund as listed below;
NOW, THEREFORE, the parties hereto agree as follows:
1. | Fee Waiver and Expense Assumption by Dimensional . |
(a) | Dimensional agrees to waive all or a portion of its management fee and assume the ordinary operating expenses of a class of each of the following Portfolios (excluding the expenses that the Portfolio incurs indirectly through its investment in other investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio, on an annualized basis, to the following percentages of a class of the respective Portfolios average net assets (the Expense Limitation Amount): |
Portfolio |
Expense Limitation Amount | |||
Emerging Markets Core Equity Portfolio |
0.54 | % | ||
Emerging Markets Social Core Equity Portfolio 1 |
0.57 | % | ||
International Core Equity Portfolio |
0.30 | % | ||
International Sustainability Core 1 Portfolio |
0.38 | % | ||
International Social Core Equity Portfolio |
0.38 | % | ||
Large Cap International Portfolio |
0.24 | % |
(b) | Dimensional agrees to waive all or a portion of its management fee and to assume the expenses of a class of each of the following Portfolios (including the expenses that a Portfolio bears as a shareholder of other funds managed by the Advisor but excluding the expenses that the Portfolio incurs indirectly through investment of its securities lending cash collateral in The DFA Short Term Investment Fund and its investment in unaffiliated investment companies) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of a class of each Portfolio, on an annualized basis, to the following percentages of a class of the respective Portfolios average net assets (the Expense Limitation Amount). |
Portfolio |
Expense Limitation Amount | |||
T.A. World ex U.S. Core Equity Portfolio |
0.39 | % | ||
World ex U.S. Core Equity Portfolio |
0.39 | % |
1 | Dimensional has voluntarily agreed to assume the costs of the Portfolios engagement of its Social Screen Vendor but may terminate the assumption of this expense at any time. |
2. | Duty to Reimburse Dimensional . If, at any time, the Portfolio Expenses are less than the applicable Expense Limitation Amount of a class of shares of a Portfolio, the Fund, on behalf of the Portfolio, shall reimburse Dimensional for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified above. There shall be no obligation of the Fund, on behalf of a Portfolio, to reimburse Dimensional for fees waived or expenses previously assumed by Dimensional more than thirty-six (36) months prior to the date of any reimbursement. |
3. | Assignment . No assignment of this Agreement shall be made by Dimensional without the prior consent of the Fund. |
4. | Duration and Termination . This Agreement shall begin on January 1, 2017, and shall continue in effect until February 28, 2018 for each Portfolio, and shall continue in effect from year to year thereafter, unless and until the Fund or Dimensional notifies the other party to the Agreement, at least thirty days (30) prior to the end of the one-year period for a Portfolio, of its intention to terminate the Agreement. This Agreement shall automatically terminate upon the termination of the Investment Management Agreement between Dimensional and the Fund, on behalf of such Portfolio. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
DFA INVESTMENT DIMENSIONS GROUP INC. |
DIMENSIONAL FUND ADVISORS LP | |
By: DIMENSIONAL HOLDINGS INC., General Partner |
||
By: | By: | |
Name: | Name: | |
Title: | Title: |
As amended: December 15, 2016
2
EX-28.h.4.o
AMENDED AND RESTATED FEE WAIVER AND/OR EXPENSE ASSUMPTION AGREEMENT FOR
DFA INVESTMENT DIMENSIONS GROUP INC.
AMENDED AND RESTATED FEE WAIVER AND/OR EXPENSE ASSUMPTION AGREEMENT, made this 15 day of December, 2016, between DFA Investment Dimensions Group Inc. , a Maryland corporation (the Fund), on behalf of the Emerging Markets Portfolio of the Fund (the Portfolio), and Dimensional Fund Advisors LP , a Delaware limited partnership (Dimensional), amending and restating certain waiver arrangements previously entered into by the Fund and Dimensional.
WHEREAS, Dimensional has entered into an Investment Management Agreement with the Fund, on behalf of the Portfolio, pursuant to which Dimensional provides various services to the Portfolio, and for which Dimensional is compensated based on the average net assets of the Portfolio; and
WHEREAS, the Fund and Dimensional have determined that it is appropriate and in the best interests of the Portfolio and its shareholders to limit the fees and expenses of the Portfolio as listed below;
NOW, THEREFORE, the parties hereto agree as follows:
1. | Fee Waiver by Dimensional . |
Dimensional agrees to waive all or a portion of the Portfolios management fee to the extent necessary to limit the total management fees paid to Dimensional by the Portfolio, including the proportionate share of the management fees the Portfolio pays indirectly through its investment in other funds managed by Dimensional, except for the fees paid indirectly through its investment of securities lending cash collateral in The DFA Short Term Investment Fund, so that total management fees do not exceed the annual rate as stated in the Portfolios then currently effective Investment Management Agreement.
2. | Fee Waiver and Expense Assumption . In addition to the fee waiver in Section 1 of this Agreement, Dimensional agrees to further waive all or a portion of its management fee and to assume the other direct expenses of a class of the Portfolio (excluding expenses incurred through its investment in other investment companies managed by Dimensional) (Portfolio Expenses) to the extent necessary to limit the Portfolio Expenses of each class of the Portfolio to 0.49% of the average net assets of the class on an annualized basis (Expense Limitation Amount). |
3. | Duty to Reimburse Dimensional . If, at any time, the Portfolio Expenses are less than the applicable Expense Limitation Amount of a class of shares of the Portfolio, the Fund, on behalf of the Portfolio, shall reimburse Dimensional for any fees previously waived and/or expenses previously assumed to the extent that such reimbursement will not cause the annualized Portfolio Expenses for such class of shares of the Portfolio to exceed the applicable Expense Limitation Amount identified above. Except, there shall be no obligation for the Fund, on behalf of the Portfolio, to reimburse Dimensional for fees waived in connection with the fee waiver described in Section 1 of this Agreement. Also, there shall be no obligation of the Fund, on behalf of the Portfolio, to reimburse Dimensional for fees waived or expenses previously assumed by Dimensional more than thirty-six (36) months prior to the date of any reimbursement. |
4. | Assignment . No assignment of this Agreement shall be made by Dimensional without the prior consent of the Fund. |
5. | Duration and Termination . This Agreement shall begin on January 1, 2017, and shall continue in effect until February 28, 2018, and shall continue in effect from year to year thereafter, unless and until the Fund or Dimensional notifies the other party to the Agreement, at least thirty days (30) prior to the end of the one-year period for the Portfolio, of its intention to terminate the Agreement. Notwithstanding this Section 5, the fee waiver described in Section 1 of this Agreement, shall remain in effect permanently, unless terminated by the Fund. This Agreement shall automatically terminate upon the termination of the Investment Management Agreement, between Dimensional and the Fund, on behalf of the Portfolio. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
DFA INVESTMENT DIMENSIONS GROUP INC. |
DIMENSIONAL FUND ADVISORS LP | |
By: DIMENSIONAL HOLDINGS INC., General Partner |
||
By: | By: | |
Name: | Name: | |
Title: | Title: |
As amended: December 15, 2016
2
EX-28.n.1
FORM OF
DFA INVESTMENT DIMENSIONS GROUP INC.
Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3
I. INTRODUCTION
This Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 (the Plan) has been adopted by a majority of the Board of Directors of DFA Investment Dimensions Group Inc. (the Company), including a majority of the Directors who are not interested persons (as that term is defined in the Investment Company Act of 1940, as amended (the 1940 Act)) of the Company (together, the Independent Directors), pursuant to Rule 18f-3 under the 1940 Act, with respect to each series of the Company listed on Exhibit A to this Plan (each a Fund, and together, the Funds).
The Plan designates the share classes offered by the Company: Institutional Class, Class L10, Class R1, and Class R2. In accordance with Rule 18f-3 under the 1940 Act, the Plan sets forth the differences among the classes with respect to distribution arrangements, shareholder services, expense allocations, and any related conversion features or exchange privileges.
The Companys Board of Directors, including a majority of the Independent Directors, has determined that the Plan, including the allocation of expenses, is in the best interests of the Company as a whole, each Fund and each class of shares offered by each Fund.
II. ELEMENTS OF THE PLAN
Class Designation : The shares of each Fund shall be divided into the classes identified on Exhibit A to this Plan. Subject to approval by the Board of Directors, the Company may change the names designating the Funds classes of shares.
Differences in Distribution Arrangements : Institutional Class Shares and Class L10 Shares shall be available to eligible investors, including generally institutional investors, clients of registered investment advisors, and certain insurance company separate accounts (and others as disclosed in the Funds prospectuses, as amended from time to time (the Prospectuses)). Class R1 Shares and Class R2 Shares shall be available to defined contribution plans, health savings plans and qualified tuition programs (and others as disclosed in the Funds Prospectuses) that desire an expanded array of shareholder services, based on the requirements of the plans or programs as determined by such plans or programs sponsors or other fiduciaries, as disclosed in the Funds Prospectuses. All shares will be sold subject to the supervision of DFA Securities LLC (DFAS).
Institutional Class Shares, Class L10 Shares, Class R1 Shares, and Class R2 Shares have identical distribution arrangements, and such share classes shall not incur distribution expenses.
Differences in Shareholder Services : Investors in Institutional Class Shares shall receive a standard array of shareholder services, as described in the Prospectuses of Institutional Class Shares of the Funds. Investors in Class L10 Shares, Class R1 Shares, and Class R2 Shares shall receive an expanded (but not identical) array of shareholder services described in the Shareholder Services Agreements, as approved by the Companys Board of Directors, and as
disclosed in the Prospectuses of Class L10 Shares, Class R1 Shares, and Class R2 Shares of the Funds. These shareholder services shall include, among others, recordkeeping services, account statement preparation and transmission (Class R2 Shares only), transaction reporting, and services in connection with shareholder meetings (Class R2 Shares only).
Expense Allocation : In accordance with Rule 18f-3 under the 1940 Act, all expenses of each Fund shall be allocated among the classes of shares of such Fund pro rata based on the relative net assets of each class, except that the (i) fees and expenses incurred by a Fund under a Shareholder Services Agreement for its Class L10 Shares, Class R1 Shares, or Class R2 Shares shall be allocated to such class of the Fund, and (v) the following types of expenses specific to each class shall be allocated to such class:
| transfer agency and other recordkeeping costs; |
| Securities and Exchange Commission and blue sky registration or qualification fees; |
| printing and postage expenses related to printing and distributing materials, such as shareholder reports, Prospectuses and proxies to current shareholders of a particular class or to regulatory authorities with respect to such class; |
| audit or accounting fees or expenses relating solely to such class; |
| the expenses of administrative personnel and services as required to support the shareholders of such class; |
| litigation or other legal expenses relating solely to such class; |
| Directors fees and expenses incurred as a result of issues relating solely to such class; and |
| other expenses subsequently identified and determined to be properly allocated to such class. |
Conversion Features : Institutional Class Shares, Class L10 Shares, Class R1 Shares, and Class R2 Shares shall have no conversion features.
Exchange Privileges : Institutional Class Shares, Class L10 Shares, Class R1 Shares, and Class R2 Shares of a Fund may be exchanged for shares of the identical class of shares of another series of the Company, according to the terms and conditions stated in each Funds Prospectus, to the extent permitted under the 1940 Act and the rules and regulations adopted thereunder.
Voting and Other Rights : All class shares shall each have: (a) exclusive voting rights on any matter submitted to shareholders that relates solely to the arrangements for that class; (b) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; and (c) in all other respects, the same rights and obligations as the other classes.
Additional Information : The Plan is qualified by and subject to the terms of the Prospectuses for the applicable classes; provided, however, that none of the terms set forth in any such Prospectuses shall be inconsistent with the terms of the classes contained in the Plan. The Prospectuses for the Funds contain additional information about the classes and the Funds multiple class structure.
Adopted: March 23, 2007.
Amended and Restated: December 15, 2016.
2
Exhibit A
Fund |
Classes |
|
U.S. Micro Cap Portfolio |
Institutional Class |
|
DFA One-Year Fixed Income Portfolio |
Institutional Class |
|
DFA Short-Term Government Portfolio |
Institutional Class |
|
United Kingdom Small Company Portfolio |
Institutional Class |
|
Japanese Small Company Portfolio |
Institutional Class |
|
Continental Small Company Portfolio |
Institutional Class |
|
DFA Intermediate Government Fixed Income Portfolio |
Institutional Class |
|
DFA Five-Year Global Fixed Income Portfolio |
Institutional Class |
|
Asia Pacific Small Company Portfolio |
Institutional Class |
|
Large Cap International Portfolio |
Institutional Class |
|
U.S. Small Cap Portfolio |
Institutional Class |
|
U.S. Small Cap Value Portfolio Institutional |
Institutional Class |
|
U.S. Large Cap Value Portfolio |
Institutional Class |
|
DFA Real Estate Securities Portfolio |
Institutional Class |
|
LWAS/DFA International High Book to Market Portfolio |
Institutional Class |
|
Emerging Markets Portfolio |
Institutional Class |
|
DFA International Small Cap Value Portfolio |
Institutional Class |
|
VA U.S. Large Value Portfolio |
Institutional Class |
|
VA Global Bond Portfolio |
Institutional Class |
|
VA U.S. Targeted Value Portfolio |
Institutional Class |
|
VA International Value Portfolio |
Institutional Class |
|
VA International Small Portfolio |
Institutional Class |
|
VA Short-Term Fixed Portfolio |
Institutional Class |
|
Enhanced U.S. Large Company Portfolio |
Institutional Class |
|
DFA Two-Year Global Fixed Income Portfolio |
Institutional Class |
|
International Small Company Portfolio |
Institutional Class |
|
Emerging Markets Small Cap Portfolio |
Institutional Class |
|
U.S. Targeted Value Portfolio |
Institutional Class, Class R1, and Class R2 |
|
Emerging Markets Value Portfolio |
Institutional Class and Class R2 |
|
Emerging Markets Core Equity Portfolio |
Institutional Class |
|
Tax-Managed U.S. Targeted Value Portfolio |
Institutional Class |
|
Tax-Managed U.S. Small Cap Portfolio |
Institutional Class |
|
Tax-Managed U.S. Marketwide Value Portfolio |
Institutional Class |
|
Tax-Managed DFA International Value Portfolio |
Institutional Class |
|
Tax-Managed U.S. Equity Portfolio |
Institutional Class |
|
DFA Short-Term Municipal Bond Portfolio |
Institutional Class |
|
U.S. Core Equity 1 Portfolio |
Institutional Class |
|
U.S. Core Equity 2 Portfolio |
Institutional Class |
|
U.S. Vector Equity Portfolio |
Institutional Class |
|
International Core Equity Portfolio |
Institutional Class |
|
Emerging Markets Social Core Equity Portfolio |
Institutional Class |
|
DFA Inflation-Protected Securities Portfolio |
Institutional Class |
|
DFA International Real Estate Securities Portfolio |
Institutional Class |
|
DFA California Short-Term Municipal Bond Portfolio |
Institutional Class |
|
T.A. U.S. Core Equity 2 Portfolio |
Institutional Class |
|
CSTG&E U.S. Social Core Equity 2 Portfolio |
Institutional Class |
|
CSTG&E International Social Core Equity Portfolio |
Institutional Class |
|
U.S. Social Core Equity 2 Portfolio |
Institutional Class |
|
U.S. Sustainability Core 1 Portfolio |
Institutional Class |
|
International Sustainability Core 1 Portfolio |
Institutional Class |
|
DFA Selectively Hedged Global Fixed Income Portfolio |
Institutional Class |
|
T.A. World ex U.S. Core Equity Portfolio |
Institutional Class |
|
DFA Global Real Estate Securities Portfolio |
Institutional Class |
|
International Vector Equity Portfolio |
Institutional Class |
|
DFA Short-Term Extended Quality Portfolio |
Institutional Class |
|
DFA Intermediate-Term Extended Quality Portfolio |
Institutional Class |
|
DFA VA Global Moderate Allocation Portfolio |
Institutional Class and Class L10 |
|
World ex U.S. Value Portfolio |
Institutional Class |
|
DFA Commodity Strategy Portfolio |
Institutional Class |
A-1
DFA California Intermediate-Term Municipal Bond Portfolio |
Institutional Class |
|
DFA Investment Grade Portfolio |
Institutional Class |
|
World Core Equity Portfolio |
Institutional Class |
|
DFA LTIP Portfolio |
Institutional Class |
|
Selectively Hedged Global Equity Portfolio |
Institutional Class |
|
DFA World ex U.S. Government Fixed Income Portfolio |
Institutional Class |
|
DFA Intermediate-Term Municipal Bond Portfolio |
Institutional Class |
|
World ex U.S. Targeted Value Portfolio |
Institutional Class |
|
International Social Core Equity Portfolio |
Institutional Class |
|
World ex U.S. Core Equity Portfolio |
Institutional Class |
|
U.S. Large Cap Growth Portfolio |
Institutional Class |
|
U.S. Small Cap Growth Portfolio |
Institutional Class |
|
International Large Cap Growth Portfolio |
Institutional Class |
|
International Small Cap Growth Portfolio |
Institutional Class |
|
U.S. Large Cap Equity Portfolio |
Institutional Class |
|
DFA Short-Duration Real Return Portfolio |
Institutional Class |
|
DFA Municipal Real Return Portfolio |
Institutional Class |
|
DFA Municipal Bond Portfolio |
Institutional Class |
|
VIT Inflation-Protected Securities Portfolio |
Institutional Class |
|
DFA NY Municipal Bond Portfolio |
Institutional Class |
|
DFA Targeted Credit Portfolio |
Institutional Class |
|
Dimensional Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2060 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2055 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2050 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2045 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2040 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2035 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2030 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2025 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2020 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2015 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2010 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
Dimensional 2005 Target Date Retirement Income Fund |
Institutional Class and Class R2 |
|
DFA Social Fixed Income Portfolio |
Institutional Class |
|
DFA Diversified Fixed Income Portfolio |
Institutional Class |
|
Global Small Company Portfolio |
Institutional Class |
A-2