REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No. __
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[ ]
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Post-Effective Amendment No.
194
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[X]
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
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[X]
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Amendment No.
195
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[ ]
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This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
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1.
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FACING PAGE
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2.
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CONTENTS PAGE
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3.
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PART A – Prospectus relating to the Institutional Class shares of the Registrant’s DFA Diversified Fixed Income Portfolio series of shares
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4.
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PART B – Statement of Additional Information relating to the Institutional Class shares of the Registrant’s DFA Diversified Fixed Income Portfolio series of shares
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5.
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PART C – Other Information
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6.
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SIGNATURES
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l Year
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3 Years
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$__
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$__
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•
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David A. Plecha, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception.
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Joseph F. Kolerich, Senior Portfolio Manager and Vice President of the Advisor, has been a portfolio manager of the Portfolio since inception.
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PERMISSIBLE CATEGORIES:
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Diversified Fixed Income Portfolio
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1-11
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Two-Year Global Portfolio
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1-11
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Intermediate Government Portfolio
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1, 2, 6-8, 11
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Your investment advisor—you are a client of an investment advisor who has invested in the Portfolio on your behalf.
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The Fund—you represent an institutional investor, registered investment advisor or other qualifying investor. Call collect at (512) 306-7400.
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Access them on our Web site at http://us.dimensional.com.
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Access them on the EDGAR Database in the SEC’s Internet site at http://www.sec.gov.
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Review and copy them at the SEC’s Public Reference Room in Washington D.C. (phone 1-800-SEC-0330).
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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 SEC’s public reference room is available by calling the SEC at 1-202-551-8090.
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6300 Bee Cave Road, Building One
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Austin, TX 78746
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PORTFOLIO CHARACTERISTICS AND POLICIES
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1
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BROKERAGE TRANSACTIONS
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1
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INVESTMENT LIMITATIONS
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2
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FUTURES CONTRACTS
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3
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FOREIGN CURRENCY TRANSACTIONS
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4
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CASH MANAGEMENT PRACTICES
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5
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INTERFUND BORROWING AND LENDING
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5
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WHEN-ISSUED SECURITIES, DELAYED DELIVERY, AND FORWARD COMMITMENT TRANSACTIONS
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6
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DIRECTORS AND OFFICERS
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6
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SERVICES TO THE PORTFOLIO
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20
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ADVISORY FEES
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22
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PORTFOLIO MANAGERS
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22
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GENERAL INFORMATION
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24
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CODE OF ETHICS
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24
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SHAREHOLDER RIGHTS
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24
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PRINCIPAL HOLDERS OF SECURITIES
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25
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PURCHASE OF SHARES
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25
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REDEMPTION AND TRANSFER OF SHARES
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25
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TAXATION OF THE PORTFOLIO AND ITS SHAREHOLDERS
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26
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PROXY VOTING POLICIES
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39
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DISCLOSURE OF PORTFOLIO HOLDINGS
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41
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FINANCIAL STATEMENTS
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43
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PERFORMANCE DATA
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43
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(1)
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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”);
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(2)
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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 the Portfolio be permitted to make a loan to a natural person;
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(3)
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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 the 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;
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(4)
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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 the 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;
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(5)
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purchase the securities of any one issuer, if immediately after such investment, the 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;
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(6)
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engage in the business of underwriting securities issued by others;
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(7)
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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; or
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(8)
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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).
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Portfolio and Underlying Funds
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Permissible Cash Investments*
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Percentage
Guidelines
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DFA Diversified Fixed Income Portfolio
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Short-term repurchase agreements; index futures contracts and options thereon; affiliated and unaffiliated registered or unregistered money market funds.**
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N.A.
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DFA Two-Year Global Fixed Income Portfolio
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Short-term repurchase agreements; index futures contracts and options thereon; affiliated and unaffiliated registered or unregistered money market funds.**
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N.A.
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DFA Intermediate Government Fixed Income Portfolio
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Short-term repurchase agreements; futures contracts on U.S. Treasury securities or options on such contracts; affiliated and unaffiliated registered or unregistered money market funds.**
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N.A.
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*
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With respect to fixed income instruments, except in connection with corporate actions, the Portfolio 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.
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**
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Investments in money market mutual funds may involve duplication of certain fees and expenses.
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Name, Address and
Year of Birth
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Position
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Term of Office
1
and Length of Service
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Principal Occupation During Past 5 Years
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Portfolios within the DFA Fund Complex
2
Overseen
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Other Directorships of Public Companies Held
During
Past 5 Years
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George M. Constantinides University of Chicago Booth School of Business
5807 S. Woodlawn Avenue
Chicago, IL 60637
1947
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Director
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Since 1983
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Leo Melamed Professor of Finance, University of Chicago Booth School of Business.
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123 portfolios in 4 investment companies
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None
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Name, Address and
Year of Birth
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Position
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Term of Office
1
and Length of Service
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Principal Occupation During Past 5 Years
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Portfolios within the DFA Fund Complex
2
Overseen
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Other Directorships of Public Companies Held
During
Past 5 Years
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John P. Gould
University of Chicago Booth School of Business
5807 S. Woodlawn Avenue
Chicago, IL 60637
1939
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Director
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Since 1986
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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).
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123 portfolios in 4 investment companies
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Trustee, Harbor Funds (registered investment company) (29 portfolios) (1994-2015).
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Roger G. Ibbotson
Yale School of Management
P.O. Box 208200
New Haven, CT 06520-8200
1943
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Director
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Since 1981
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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).
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123 portfolios in 4 investment companies
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None
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Edward P. Lazear
Stanford University Graduate School of Business
518 Memorial Way
Stanford, CA 94305-5015
1948
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Director
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Since 2010
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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. Bush’s 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).
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123 portfolios in 4 investment companies
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None
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Myron S. Scholes
c/o Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One
Austin, TX 78746
1941
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Director
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Since 1981
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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).
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123 portfolios in 4 investment companies
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Formerly, Adviser, Kuapay, Inc. (2013-2014). Formerly, Director, American Century Fund Complex (registered investment companies) (43 Portfolios) (1980-2014).
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Abbie J. Smith
University of Chicago Booth School of Business
5807 S. Woodlawn Avenue
Chicago, IL 60637
1953
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Director
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Since 2000
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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).
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123 portfolios in 4 investment companies
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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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Name, Address and
Year of Birth
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Position
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Term of Office
1
and Length of Service
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Principal Occupation During Past 5 Years
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Portfolios within the DFA Fund Complex
2
Overseen
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Other Directorships
of Public Companies Held
During
Past 5 Years
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David G. Booth
6300 Bee Cave Road, Building One
Austin, TX 78746
1946
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Chairman, Director, President and Co-Chief Executive Officer
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Since 1981
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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).
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123 portfolios in 4 investment companies
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None
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Eduardo A. Repetto
6300 Bee Cave Road,
Building One
Austin, TX 78746
1967
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Director, Co-Chief Executive Officer and Co-Chief Investment Officer
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Since 2009
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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.
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123 portfolios in 4 investment companies
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None
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1
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Each Director holds office for an indefinite term until his or her successor is elected and qualified.
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2
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Each Director is a director or trustee of each of the four registered investment companies within the DFA Fund Complex, which include: DFAIDG; 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 Advisor’s affiliate, Dimensional Fund Advisors Canada ULC.
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Name
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Dollar Range of Portfolio Shares Owned
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Aggregate Dollar Range of Shares Owned in All Funds Overseen by Director in Family of Investment Companies
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Disinterested Directors:
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George M. Constantinides
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None
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None Directly; Over $100,000 in Simulated Funds**
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John P. Gould
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None
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$10,001-$50,000; Over $100,000 in Simulated Funds**
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Roger G. Ibbotson
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None
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Over $100,000; Over $100,000 in Simulated Funds**
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Edward P. Lazear
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None
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None Directly; Over $100,000 in Simulated Funds**
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Myron S. Scholes
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None
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Over $100,000; Over $100,000 in Simulated Funds**
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Abbie J. Smith
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None
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None Directly; Over $100,000 in Simulated Funds**
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Interested Directors:
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David G. Booth
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None
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Over $100,000
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Eduardo A. Repetto
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None
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Over $100,000
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Name and Position
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Aggregate
Compensation
from the Fund
*
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Pension or
Retirement
Benefits as Part
of Fund
Expenses
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Estimated Annual Benefits upon
Retirement
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Total
Compensation
from the Fund
and DFA Fund
Complex Paid
to Directors
†
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George M. Constantinides
Director
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$221,384
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N/A
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N/A
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$331,000
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John P. Gould
Director
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$221,384
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N/A
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N/A
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$331,000
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Roger G. Ibbotson
Director
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$234,804
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N/A
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N/A
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$351,000
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Edward P. Lazear
Director
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$221,384
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N/A
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N/A
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$331,000
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Myron S. Scholes
Lead Independent Director
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$279,868
|
N/A
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N/A
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$419,000
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Abbie J. Smith
Director
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$221,384
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N/A
|
N/A
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$331,000
|
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Christopher S. Crossan
Chief Compliance Officer
|
$275,060
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N/A
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N/A
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N/A
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†
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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.
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*
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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 fund’s 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, 2015 is as follows: $351,000 (Mr. Ibbotson) and $331,000 (Mr. Lazear). A disinterested Director’s deferred compensation will be distributed at the earlier of: (a) January in the year after the disinterested Director’s 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.
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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.
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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); Vice President at Charles Schwab (2007-2010).
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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).
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Darryl D. Avery
1966
|
Vice President
|
Since 2005
|
Vice President of all the DFA Entities.
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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).
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Peter Bergan
1974
|
Vice President
|
Since 2014
|
Vice President of all the DFA Entities. Formerly, Senior Infrastructure Manager for Dimensional Fund Advisors LP (January 2011 – January 2014); Partner at Stonehouse Consulting (2010).
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Lana Bergstein
1974
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Vice President
|
Since 2014
|
Vice President of all the DFA Entities. Formerly, Client Service Manager for Dimensional Fund Advisors LP (February 2008 – January 2014).
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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.
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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.
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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).
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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); Regional Director at Russell Investments (April 2006 – December 2010).
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Hunt M. Cairns
1973
|
Vice President
|
Since 2014
|
Vice President of all the DFA Entities. Formerly, Regional Director (January 2010 – January 2014) and Senior Associate (July 2008 – December 2009) for Dimensional Fund Advisors LP.
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Name and Year of
Birth
|
Position
|
Term of Office
1
and Length of Service
|
Principal Occupation During Past 5 Years
|
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); Wealth Management Consultant for Saybrus Partners (May 2008 – October 2010).
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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. Formerly, Regional Director for Dimensional Fund Advisors LP (2008-2010).
|
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. 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 of Dimensional Fund Advisors Canada ULC (since February 2016) and Vice President of DFA Australia Limited (since April 2008). 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.
|
Matt 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); Vice President, Sales and Business Development at AdvisorsIG (PPMG) (2009-2010); Vice President at Credit Suisse (2007-2009).
|
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.
|
George H. Crane
1955
|
Vice President
|
Since 2010
|
Vice President of all the DFA Entities. Formerly, Senior Vice President and Managing Director at State Street Bank & Trust Company (2007 – 2008).
|
John W. Crill (Wes)
1982
|
Vice President
|
Since 2016
|
Vice Presidentof 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. Vice President and Chief Compliance Officer of Dimensional Fund Advisors Canada ULC. 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); Systems Developer for Dimensional Fund Advisors LP (May 2007 – March 2011).
|
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.
|
Name and Year of
Birth
|
Position
|
Term of Office
1
and Length of Service
|
Principal Occupation During Past 5 Years
|
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; MBA and MPA at the University of Texas at Austin (August 2007 – May 2010).
|
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. Formerly, Research Associate (August 2008 – March 2010) and Research Assistant (April 2006 – August 2008) for Dimensional Fund Advisors LP.
|
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. 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) and Marketing Officer (April 2002 - April 2011) 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).
|
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); Vice President and Senior Counsel for State Street Global Advisors (November 2008 – January 2011).
|
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.
|
Name and Year of
Birth
|
Position
|
Term of Office
1
and Length of Service
|
Principal Occupation During Past 5 Years
|
Gregory K. Hinkle
1958
|
Vice President and Controller
|
Since 2015
|
Vice President and Controller of all the DFA Entities. Formerly, 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.
|
David C. Hoffman
1976
|
Vice President
|
Since 2016
|
Vice President of all the DFA Entities. Formerly, Regional Director for Dimensional Fund Advisors LP (April 2014 – January 2016); Director, National Accounts Team Leader, Blackrock, Inc. (January 2007 – March 2014).
|
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; Senior Compliance Manager for Janus Capital Group, Inc. (March 2004 – November 2010).
|
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) and Project Manager (2007 – 2010) 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).
|
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).
|
Name and Year of
Birth
|
Position
|
Term of Office
1
and Length of Service
|
Principal Occupation During Past 5 Years
|
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. Formerly, Regional Director for Dimensional Fund Advisors LP (2007-2010).
|
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) and Trader (2000-2009) 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. Formerly, Research Associate for Dimensional Fund Advisors LP (July 2008-2010).
|
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.
|
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); Vice President at Columbia Management (2004 – 2010).
|
Kenneth M. Manell
1972
|
Vice President
|
Since 2010
|
Vice President of all the DFA Entities and Dimensional Cayman Commodity Fund I Ltd. Formerly, Counsel for Dimensional Fund Advisors LP (September 2006 – January 2010).
|
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.
|
David R. Martin
1956
|
Vice President, Chief Financial Officer and Treasurer
|
Since 2007
|
Vice President, Chief Financial Officer and Treasurer of all the DFA Entities. Director, Vice President, Chief Financial Officer and Treasurer of Dimensional Fund Advisors Ltd., DFA Australia Limited, Dimensional Advisors Pte. Ltd., Dimensional Hong Kong Limited, Dimensional Fund Advisors Canada ULC, and Dimensional Cayman Commodity Fund I Ltd. Director of Dimensional Funds plc and Dimensional Funds II plc. Statutory Auditor of Dimensional Japan Ltd. Formerly, Chief Financial Officer, Treasurer and Vice President of Dimensional SmartNest (US) LLC (October 2010 – November 2014).
|
Name and Year of
Birth
|
Position
|
Term of Office
1
and Length of Service
|
Principal Occupation During Past 5 Years
|
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; Investment Consultant (March 2010 – December 2010) and Investment Analyst (December 2007 – March 2010) at Towers Watson.
|
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) and Project Manager (2007 – 2010) 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 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 and Dimensional Cayman Commodity Fund I Ltd. Deputy General Counsel, Funds (since 2011). Formerly, Counsel for Dimensional Fund Advisors LP (2007-2010).
|
Gerard K. O’Reilly
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 and Dimensional Fund Advisors Canada ULC. 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); Vice President, BlackRock, Inc. (January 2005 – May 2011).
|
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).
|
Name and Year of
Birth
|
Position
|
Term of Office
1
and Length of Service
|
Principal Occupation During Past 5 Years
|
Kyle K. Ozaki
1978
|
Vice President
|
Since 2010
|
Vice President of all the DFA Entities. Formerly, Senior Compliance Officer (January 2008 – January 2010) and Compliance Officer (February 2006 – December 2007) for Dimensional Fund Advisors LP.
|
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.; Senior Manager, Revenue Planning and Strategy (April 2007 – October 2010) for T-Mobile.
|
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; Investment Counselor/Regional Director for Halbert Hargrove (2008 – May 2011).
|
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); Vice President at BlackRock (2009 – 2010).
|
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; Regional Vice President (2003 – March 2011) for Invesco PowerShares.
|
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).
|
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. Formerly, Client Systems Manager for Dimensional Fund Advisors LP (July 2008 – January 2010); Senior Manager at Vanguard (November 1997 – July 2008).
|
Name and Year of
Birth
|
Position
|
Term of Office
1
and Length of Service
|
Principal Occupation During Past 5 Years
|
Name and Year of
Birth
|
Position
|
Term of Office
1
and Length of Service
|
Principal Occupation During Past 5 Years
|
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.
|
Name of Portfolio Manager
|
Number of Accounts Managed and Total
Assets by Category As of October 31, 2015
|
David A. Plecha
|
·
34
U.S. registered mutual funds with $83,827 million in total assets under management.
·
7
unregistered pooled investment vehicles with $2,675 million in total assets under management.
·
6
other accounts with $1,037 million in total assets under management.
|
Joseph F. Kolerich
|
·
34
U.S. registered mutual funds with $83,827 million in total assets under management.
·
7
unregistered pooled investment vehicles with $2,675 million in total assets under management.
·
6
other accounts with $1,037 million in total assets under management.
|
|
·
|
Base salary
. Each portfolio manager is paid a base salary. The Advisor considers the factors described above to determine each portfolio manager’s 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.
|
|
·
|
Time Management.
The management of the Portfolio/Underlying Funds and/or Accounts may result in a portfolio manager devoting unequal time and attention to the management of the Portfolio/Underlying Funds 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 Portfolio/Underlying Funds.
|
|
·
|
Investment Opportunities
. It is possible that at times identical securities will be held by more than one Portfolio/Underlying Fund and/or Account. However, positions in the same security may vary and the length of time that any Portfolio/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/Underlying Fund or Account, the Portfolio/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/Underlying Funds and Accounts. To deal with these situations, the Advisor has adopted procedures for allocating portfolio transactions across multiple Portfolios/Underlying Funds and Accounts.
|
|
·
|
Broker Selection
. With respect to securities transactions for the Portfolio/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 the Portfolio/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/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 the Portfolio or other Accounts for which he or she has portfolio management responsibilities.
|
|
·
|
Distribution Requirement
¾
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
¾
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
¾
the Portfolio must satisfy the following asset diversification test at the close of each quarter of the Portfolio’s tax year: (1) at least 50% of the value of the Portfolio’s 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 Portfolio’s 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 Portfolio’s 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.
|
|
·
|
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.
|
|
·
|
FIFO (First In, First Out)
¾
Shares acquired first are sold first.
|
|
·
|
LIFO (Last In, First Out)
¾
Shares acquired last are sold first.
|
|
·
|
HIFO (Highest Cost, First Out)
¾
Shares with the highest cost basis are sold first.
|
|
·
|
LOFO (Lowest Cost, First Out)
¾
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
¾
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.
|
|
·
|
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 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 RIC’s 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.
|
Recipient
|
Business Purpose
|
Frequency
|
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
|
Marquette Associates, Inc.
|
Monitoring investor exposure and investment strategy
|
Quarterly
|
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
|
Peirce Park Group
|
Monitoring investor exposure and investment strategy
|
Upon Request
|
Pricing Service Vendor
|
Fair value information services
|
Daily
|
PricewaterhouseCoopers LLP
|
Independent registered public accounting firm
|
Upon Request
|
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
|
|
·
|
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 company’s 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 (“other”) fees > audit fees + audit-related fees + tax compliance/preparation fees.
|
1.
|
Accountability
|
|
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.
|
|
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 company’s four-digit GICS industry group (Russell 3000 companies only). Take into consideration the company’s 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 non–shareholder-approved poison pill.
|
|
1.3.
|
The company’s 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.
|
|
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 pill‘s 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 issuer’s rationale;
|
|
·
|
The issuer’s governance structure and practices; and
|
|
·
|
The issuer’s track record of accountability to shareholders.
|
|
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 company’s 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.
|
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 company’s efforts at remediation or corrective actions, in determining whether WITHHOLD/AGAINST votes are warranted.
|
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.
|
1.16.
|
The company's previous say-on-pay proposal received the support of less than 70 percent of votes cast, taking into account:
|
|
·
|
The company's response, including:
|
|
o
|
Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support;
|
|
o
|
Specific actions taken to address the issues that contributed to the low level of support;
|
|
o
|
Other recent compensation actions taken by the company;
|
|
·
|
Whether the issues raised are recurring or isolated;
|
|
·
|
The company's ownership structure; and
|
|
·
|
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.
|
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 company's 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 board's 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 board's unilateral amendment to the bylaws/charter;
|
|
·
|
The board's track record with regard to unilateral board action on bylaw/charter amendments or other entrenchment provisions;
|
|
·
|
The company's ownership structure;
|
|
·
|
The company's existing governance provisions;
|
|
·
|
The timing of the board's 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.
|
|
·
|
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 company's 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.
|
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 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.
|
2.
|
Responsiveness
|
|
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 board's rationale for selecting a frequency that is different from the frequency that received a plurality;
|
|
·
|
The company's ownership structure and vote results;
|
|
·
|
ISS' analysis of whether there are compensation concerns or a history of problematic compensation practices; and
|
|
·
|
The previous year's support level on the company's say-on-pay proposal.
|
3.
|
Composition
|
|
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:
|
|
·
|
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.
|
|
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 own—withhold only at their outside boards
7
.
|
4.
|
Independence
|
|
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.
|
|
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.
|
|
·
|
Long-term financial performance of the company relative to its industry;
|
|
·
|
Management’s 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.
|
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 company's 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.
|
|
·
|
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.
|
|
·
|
The ownership threshold to transfer (NOL pills generally have a trigger slightly below 5 percent);
|
|
·
|
The value of the NOLs;
|
|
·
|
Shareholder protection mechanisms (sunset provision, or commitment to cause expiration of the pill upon exhaustion or expiration of NOLs);
|
|
·
|
The company's existing governance structure including: board independence, existing takeover defenses, track record of responsiveness to shareholders, and any other problematic governance concerns; and
|
|
·
|
Any other factors that may be applicable.
|
|
·
|
Shareholders' current right to act by written consent;
|
|
·
|
The consent threshold;
|
|
·
|
The inclusion of exclusionary or prohibitive language;
|
|
·
|
Investor ownership structure; and
|
|
·
|
Shareholder support of, and management's response to, previous shareholder proposals.
|
|
·
|
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.
|
|
·
|
Past Board Performance:
|
|
o
|
The company's use of authorized shares during the last three years
|
|
·
|
The Current Request:
|
|
o
|
Disclosure in the proxy statement of the specific purposes of the proposed increase;
|
|
o
|
Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request; and
|
|
o
|
The dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns.
|
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.
|
|
·
|
The company discloses a compelling rationale for the dual-class capital structure, such as:
|
|
o
|
The company's auditor has concluded that there is substantial doubt about the company's ability to continue as a going concern; or
|
|
o
|
The new class of shares will be transitory;
|
|
o
|
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
|
|
o
|
The new class is not designed to preserve or increase the voting power of an insider or significant shareholder.
|
|
·
|
Past Board Performance:
|
|
o
|
The company's use of authorized preferred shares during the last three years;
|
|
·
|
The Current Request:
|
|
o
|
Disclosure in the proxy statement of the specific purposes for the proposed increase;
|
|
o
|
Disclosure in the proxy statement of specific and severe risks to shareholders of not approving the request;
|
|
o
|
In cases where the company has existing authorized preferred stock, the dilutive impact of the request as determined by an allowable increase calculated by ISS (typically 100 percent of existing authorized shares) that reflects the company's need for shares and total shareholder returns; and
|
|
o
|
Whether the shares requested are blank check preferred shares that can be used for antitakeover purposes.
|
|
·
|
Valuation
- Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale.
|
|
·
|
Market reaction
- How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.
|
|
·
|
Strategic rationale
- Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.
|
|
·
|
Negotiations and process
- Were the terms of the transaction negotiated at arm's-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation "wins" can also signify the deal makers' competency. The comprehensiveness of the sales process (
e.g.
, full auction, partial auction, no auction) can also affect shareholder value.
|
|
·
|
Conflicts of interest
- Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger.
|
|
·
|
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.
|
|
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.
|
|
·
|
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.
|
|
·
|
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.
|
|
Pay-for-Performance Evaluation
|
|
1.
|
Peer Group
15
Alignment:
|
|
·
|
The degree of alignment between the company's annualized TSR rank and the CEO's annualized total pay rank within a peer group, each measured over a three-year period.
|
|
·
|
The multiple of the CEO's total pay relative to the peer group median.
|
|
2.
|
Absolute Alignment – the absolute alignment between the trend in CEO pay and company TSR over the prior five fiscal years – i.e., the difference between the trend in annual pay changes and the trend in annualized TSR during the period.
|
|
·
|
The ratio of performance- to time-based equity awards;
|
|
·
|
The overall ratio of performance-based compensation;
|
|
·
|
The completeness of disclosure and rigor of performance goals;
|
|
·
|
The company's peer group benchmarking practices;
|
|
·
|
Actual results of financial/operational metrics, such as growth in revenue, profit, cash flow, etc., both absolute and relative to peers;
|
|
·
|
Special circumstances related to, for example, a new CEO in the prior FY or anomalous equity grant practices (e.g., bi-annual awards);
|
|
·
|
Realizable pay compared to grant pay; and
|
|
·
|
Any other factors deemed relevant.
|
Problematic Pay Practices
|
|
·
|
Problematic practices related to non-performance-based compensation elements;
|
|
·
|
Incentives that may motivate excessive risk-taking; and
|
|
·
|
Options Backdating.
|
|
·
|
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:
|
|
o
|
Change in control (CIC) payments exceeding 3 times base salary and average/target/most recent bonus;
|
|
o
|
CIC severance payments without involuntary job loss or substantial diminution of duties ("single" or "modified single" triggers);
|
|
o
|
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 EMI's executives is not possible.
|
|
·
|
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.
|
|
·
|
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
|
|
·
|
Failure to respond to majority-supported shareholder proposals on executive pay topics; or
|
|
·
|
Failure to adequately respond to the company's previous say-on-pay proposal that received the support of less than 70 percent of votes cast, taking into account:
|
|
o
|
The company's response, including:
|
|
§
|
Disclosure of engagement efforts with major institutional investors regarding the issues that contributed to the low level of support;
|
|
§
|
Specific actions taken to address the issues that contributed to the low level of support;
|
|
§
|
Other recent compensation actions taken by the company;
|
|
o
|
Whether the issues raised are recurring or isolated;
|
|
o
|
The company's ownership structure; and
|
|
o
|
Whether the support level was less than 50 percent, which would warrant the highest degree of responsiveness.
|
|
·
|
Single- or modified-single-trigger cash severance;
|
|
·
|
Single-trigger acceleration of unvested equity awards;
|
|
·
|
Excessive cash severance (>3x base salary and bonus);
|
|
·
|
Excise tax gross-ups triggered and payable (as opposed to a provision to provide excise tax gross-ups);
|
|
·
|
Excessive golden parachute payments (on an absolute basis or as a percentage of transaction equity value); or
|
|
·
|
Recent amendments that incorporate any problematic features (such as those above) or recent actions (such as extraordinary equity grants) that may make packages so attractive as to influence merger agreements that may not be in the best interests of shareholders; or
|
|
·
|
The company's assertion that a proposed transaction is conditioned on shareholder approval of the golden parachute advisory vote.
|
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 company’s equity plans relative to industry/market cap peers, measured by the company's 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.
|
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 company’s 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 CEO's 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.
|
|
·
|
If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation;
|
|
·
|
If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal;
|
|
·
|
Whether the proposal's request is unduly burdensome (scope, or timeframe) or overly prescriptive;
|
|
·
|
The company's approach compared with any industry standard practices for addressing the issue(s) raised by the proposal;
|
|
·
|
If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and
|
|
·
|
If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.
|
|
·
|
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 company’s 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 company’s environmental performance.
|
|
·
|
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 company's level of disclosure is comparable to that of industry peers; and
|
|
·
|
There are no significant, controversies, fines, penalties, or litigation associated with the company's GHG emissions.
|
|
·
|
Whether the company provides disclosure of year-over-year GHG emissions performance data;
|
|
·
|
Whether company disclosure lags behind industry peers;
|
|
·
|
The company's actual GHG emissions performance;
|
|
·
|
The company's 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.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
The dividend payout ratio has been consistently below 30 percent without adequate explanation; or
|
|
·
|
The payout is excessive given the company's financial position.
|
|
·
|
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.
|
Executive Director
·
Employee or executive of the company;
·
Any director who is classified as a non-executive, but receives salary, fees, bonus, and/or other benefits that are in line with the highest-paid executives of the company.
Non-Independent Non-Executive Director (NED)
·
Any director who is attested by the board to be a non-independent NED;
·
Any director specifically designated as a representative of a significant shareholder of the company;
·
Any director who is also an employee or executive of a significant shareholder of the company;
·
Beneficial owner (direct or indirect) of at least 10% of the company's stock, either in economic terms or in voting rights (this may be aggregated if voting power is distributed among more than one member of a defined group, e.g., 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:
o 9 years (from the date of election) in the United Kingdom and Ireland;
o 12 years in European markets;
o 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 SEV’s proposed definition of “immediate family members” which covers spouses, parents, children, step-parents, step-children, siblings, in-laws, and any person (other than a tenant or employee) sharing the household of any director, nominee for director, executive officer, or significant shareholder of the company.
[2] Professional services can be characterized as advisory in nature and generally include the following: investment banking/financial advisory services; commercial banking (beyond deposit services); investment services; insurance services; accounting/audit services; consulting services; marketing services; and legal services. The case of participation in a banking syndicate by a non-lead bank should be considered a transaction (and hence subject to the associated materiality test) rather than a professional relationship.
[3] If the company makes or receives annual payments exceeding the greater of $200,000 or 5 percent of the recipient's gross revenues. (The recipient is the party receiving the financial proceeds from the transaction.)
[4] For purposes of ISS' director independence classification, “material” will be defined as a standard of relationship (financial, personal or otherwise) that a reasonable person might conclude could potentially influence one's objectivity in the boardroom in a manner that would have a meaningful impact on an individual's ability to satisfy requisite fiduciary standards on behalf of shareholders.
|
|
·
|
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
.
|
|
·
|
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
|
|
·
|
A lack of oversight or actions by board members which invoke shareholder distrust related to malfeasance or poor supervision, such as operating in private or company interest rather than in shareholder interest;
|
|
·
|
Any legal issues (e.g. civil/criminal) aiming to hold the board responsible for breach of trust in the past or related to currently alleged action yet to be confirmed (and not only in the fiscal year in question) such as price fixing, insider trading, bribery, fraud, and other illegal actions; or
|
|
·
|
Other egregious governance issues where shareholders will bring legal action against the company or its directors.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
If the issues presented in the proposal are more appropriately or effectively dealt with through legislation or government regulation;
|
|
·
|
If the company has already responded in an appropriate and sufficient manner to the issue(s) raised in the proposal;
|
|
·
|
Whether the proposal's request is unduly burdensome (scope, or timeframe) or overly prescriptive;
|
|
·
|
The company's approach compared with any industry standard practices for addressing the issue(s) raised by the proposal;
|
|
·
|
If the proposal requests increased disclosure or greater transparency, whether or not reasonable and sufficient information is currently available to shareholders from the company or from other publicly available sources; and
|
|
·
|
If the proposal requests increased disclosure or greater transparency, whether or not implementation would reveal proprietary or confidential information that could place the company at a competitive disadvantage.
|
|
·
|
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 company’s 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 company’s environmental performance.
|
|
·
|
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 company's level of disclosure is comparable to that of industry peers; and
|
|
·
|
There are no significant, controversies, fines, penalties, or litigation associated with the company's GHG emissions.
|
|
·
|
Whether the company provides disclosure of year-over-year GHG emissions performance data;
|
|
·
|
Whether company disclosure lags behind industry peers;
|
|
·
|
The company's actual GHG emissions performance;
|
|
·
|
The company's 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.
|
|
(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
|
|
(2)
|
Articles Supplementary filed with the Maryland Secretary of State on September 22, 2009 re: the allocation and classification of shares.
|
|
(3)
|
Certificate of Correction filed with the Maryland Secretary of State on May 4, 2010.
|
|
(4)
|
Articles Supplementary filed with the Maryland Secretary of State on July 14, 2010 re: the allocation and classification of shares.
|
|
(5)
|
Articles Supplementary filed with the Maryland Secretary of State on October 12, 2010 re: the allocation and classification of shares.
|
|
(6)
|
Articles of Amendment filed with the Maryland Secretary of State on November 19, 2010.
|
|
(7)
|
Articles of Amendment filed with the Maryland Secretary of State on November 19, 2010.
|
|
(8)
|
Articles Supplementary filed with the Maryland Secretary of State on February 28, 2011 re: the allocation and classification of shares.
|
|
(9)
|
Articles of Amendment filed with the Maryland Secretary of State on February 28, 2011.
|
|
(10)
|
Articles Supplementary filed with the Maryland Secretary of State on February 28, 2011 re: the allocation and classification of shares.
|
|
(11)
|
Certificate of Correction filed with the Maryland Secretary of State on July 25, 2011.
|
|
(12)
|
Articles of Amendment filed with the Maryland Secretary of State on July 25, 2011.
|
|
(13)
|
Articles Supplementary filed with the Maryland Secretary of State on July 25, 2011 re: the allocation and classification of shares.
|
|
(14)
|
Articles Supplementary filed with the Maryland Secretary of State on November 4, 2011 re: the allocation and classification of shares.
|
|
(15)
|
Articles Supplementary filed with the Maryland Secretary of State on April 23, 2012 re: the allocation and classification of shares.
|
|
(16)
|
Articles of Amendment filed with the Maryland Secretary of State on October 22, 2012.
|
|
(17)
|
Articles Supplementary filed with the Maryland Secretary of State on October 22, 2012 re: the allocation and classification of shares.
|
|
(18)
|
Articles Supplementary filed with the Maryland Secretary of State on December 19, 2012 re: the allocation and classification of shares.
|
|
(19)
|
Articles Supplementary filed with the Maryland Secretary of State on January 24, 2013 re: the allocation and classification of shares.
|
|
(20)
|
Articles Supplementary filed with the Maryland Secretary of State on February 27, 2013 re: the allocation and classification of shares.
|
|
(21)
|
Articles Supplementary filed with the Maryland Secretary of State on June 17, 2013 re: the allocation and classification of shares.
|
|
(22)
|
Articles Supplementary filed with the Maryland Secretary of State on September 24, 2013 re: the allocation and classification of shares.
|
|
(24)
|
Articles Supplementary filed with the Maryland Secretary of State on January 14, 2014 re: the allocation and classification of shares.
|
|
(25)
|
Articles Supplementary filed with the Maryland Secretary of State on February 18, 2014 re: the allocation and classification of shares.
|
|
(26)
|
Articles of Amendment filed with the Maryland Secretary of State on June 26, 2014.
|
|
(27)
|
Articles Supplementary filed with the Maryland Secretary of State on September 11, 2014.
|
|
Filing Date: November 24, 2014.
|
|
(28)
|
Articles Supplementary filed with the Maryland Secretary of State on February 6, 2015.
|
|
Filing Date: February 24, 2015.
|
|
(29)
|
Articles of Amendment filed with the Maryland Secretary of State on February 27, 2015.
|
|
Filing Date: March 5, 2015.
|
|
(30)
|
Articles Supplementary filed with the Maryland Secretary of State on February 27, 2015.
|
|
Filing Date: March 5, 2015.
|
|
(31)
|
Articles Supplementary filed with the Maryland Secretary of State on March 13, 2015.
|
|
Filing Date: July 10, 2015.
|
|
(32)
|
Articles Supplementary filed with the Maryland Secretary of State on May 7, 2015.
|
|
Filing Date: May 8, 2015.
|
|
(33)
|
Articles Supplementary filed with the Maryland Secretary of State on July 10, 2015.
|
|
Filing Date: September 23, 2015.
|
|
(34)
|
Articles Supplementary filed with the Maryland Secretary of State on September 23, 2015.
|
|
Filing Date: December 23, 2015.
|
|
(35)
|
Articles Supplementary filed with the Maryland Secretary of State on March 18, 2016.
|
(b)
|
By-Laws.
|
(c)
|
Instruments Defining the Rights of Security holders.
|
|
(1)
|
See Articles Fifth of the Registrant’s Articles of Amendment and Restatement dated July 9, 2009.
|
|
(2)
|
See Article 8 of the Registrant’s Amended and Restated By-Laws.
|
|
(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 Registrant’s 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
|
|
Filing Date: March 5, 2015.
|
|
(c)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
*
|
DFA NY Municipal Bond Portfolio
|
|
(d)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(e)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(f)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(g)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(h)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(i)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(j)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(k)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(l)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(m)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(n)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(o)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(p)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(q)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(r)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(s)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(t)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(u)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(v)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(w)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(x)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(y)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(z)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(aa)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(bb)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(cc)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
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(dd)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
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|
(ee)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ff)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
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|
(gg)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
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|
(hh)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
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|
(ii)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(jj)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
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|
(kk)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ll)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(mm)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(nn)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(oo)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(pp)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(qq)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
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(rr)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ss)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(tt)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(uu)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(vv)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ww)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(xx)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(yy)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(zz)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
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(aaa)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(bbb)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ccc)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ddd)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(eee)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(fff)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ggg)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(hhh)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(iii)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(jjj)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(kkk)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(lll)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
(mmm)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(nnn)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ooo)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ppp)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(qqq)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(rrr)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(sss)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ttt)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(uuu)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(vvv)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(www)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(xxx)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(yyy)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(zzz)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(aaaa)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(bbbb)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(cccc)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(dddd)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(eeee)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(ffff)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(gggg)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(hhhh)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(iiii)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(jjjj)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(kkkk)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(llll)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
(mmmm)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(nnnn)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(oooo)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(pppp)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(qqqq)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(rrrr)
|
Form of Investment Management Agreement between the Registrant and DFA re: the:
|
|
(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
|
|
(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
|
|
(b)
|
Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. dated September 21, 1995 re: the:
|
|
*
|
VA International Small Portfolio
|
|
(c)
|
Form of Consultant Services Agreement between DFA and DFA Australia Limited (formerly DFA Australia Pty Limited)
|
|
(d)
|
Form of Consultant Services Agreement between DFA and Dimensional Fund Advisors Ltd.
|
|
(e)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
International Core Equity Portfolio
|
|
(f)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
International Core Equity Portfolio
|
|
(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
|
|
(h)
|
Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited dated August 7, 2006 re: the:
|
|
*
|
Emerging Markets Social Core Equity Portfolio
|
|
(i)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA International Real Estate Securities Portfolio
|
|
(j)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA International Real Estate Securities Portfolio
|
|
(k)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
CSTG&E International Social Core Equity Portfolio
|
|
(l)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited
|
|
*
|
CSTG&E International Social Core Equity Portfolio
|
|
(m)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund
|
|
Advisors Ltd. re: the:
|
|
*
|
International Sustainability Core 1 Portfolio
|
|
(n)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
International Sustainability Core 1 Portfolio
|
|
(o)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA Selectively Hedged Global Fixed Income Portfolio
|
|
(p)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA Selectively Hedged Global Fixed Income Portfolio
|
|
(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
|
|
(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
|
|
(s)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA International Value ex Tobacco Portfolio
|
|
(t)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA International Value ex Tobacco Portfolio
|
|
(u)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
International Vector Equity Portfolio
|
|
(v)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
International Vector Equity Portfolio
|
|
(w)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA Global Real Estate Securities Portfolio
|
|
(x)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA Global Real Estate Securities Portfolio
|
|
(y)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA Short-Term Extended Quality Portfolio
|
|
(z)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA Short-Term Extended Quality Portfolio
|
|
(aa)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA Intermediate-Term Extended Quality Portfolio
|
|
(bb)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA Intermediate-Term Extended Quality Portfolio
|
|
(cc)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA International Small Cap Value Portfolio
|
|
(dd)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA International Small Cap Value Portfolio
|
|
(ee)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
Large Cap International Portfolio
|
|
(ff)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
Large Cap International Portfolio
|
|
(gg)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
Tax-Managed DFA International Value Portfolio
|
|
(hh)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
Tax-Managed DFA International Value Portfolio
|
|
(ii)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
Emerging Markets Core Equity Portfolio
|
|
(jj)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
Emerging Markets Core Equity Portfolio
|
|
(kk)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
World ex U.S. Value Portfolio
|
|
(ll)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
World ex U.S. Value Portfolio
|
|
(mm)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA Commodity Strategy Portfolio
|
|
(nn)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA Commodity Strategy Portfolio
|
|
(oo)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA Investment Grade Portfolio
|
|
(pp)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA Investment Grade Portfolio
|
|
(qq)
|
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
|
|
(rr)
|
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
|
|
(ss)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
DFA LTIP Portfolio
|
|
(tt)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA LTIP Portfolio
|
|
(uu)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
*
|
Selectively Hedged Global Equity Portfolio
|
|
(vv)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
Selectively Hedged Global Equity Portfolio
|
|
(ww)
|
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
|
|
(xx)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
*
|
DFA World ex U.S. Government Fixed Income Portfolio
|
|
(yy)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(zz)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(aaa)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(bbb)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(ccc)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(ddd)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(eee)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(fff)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(ggg)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(hhh)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(iii)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(jjj)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(kkk)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(lll)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(mmm)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(nnn)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(ooo)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(ppp)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(qqq)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(rrr)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(sss)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund
|
|
Advisors Ltd. re: the:
|
|
(ttt)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(uuu)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(vvv)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(www)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(xxx)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(yyy)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(zzz)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(aaaa)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(bbbb)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(cccc)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(dddd)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(eeee)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(ffff)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(gggg)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. re: the:
|
|
(hhhh)
|
Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited re: the:
|
|
(1)
|
Form of Amended and Restated Distribution Agreement between the Registrant and DFA Securities LLC.
|
(f)
|
Bonus or Profit Sharing Plans.
|
(g)
|
Custodian Agreements.
|
|
(1)
|
Form of Global Custodial Services Agreement between the Registrant and Citibank, N.A. dated as of December 21, 2012.
|
|
(a)
|
Form of Amendment No. 1 re: the addition of the World ex U.S. Core Equity Portfolio.
|
|
(b)
|
Form of Amendment No. 2 dated October 1, 2013 re: the addition of the DFA Short-Duration Real Return Portfolio.
|
|
(2)
|
Form of Custodian Agreement between the Registrant and State Street Bank and Trust Company.
|
|
(a)
|
Form of Amendment No. 1 re: the addition of the DFA VA Global Moderate Allocation Portfolio.
|
|
(b)
|
Form of Amendment No. 2 dated June 17, 2013 re: the addition of the U.S. Large Cap Equity Portfolio.
|
|
(c)
|
Amendment No. 3 dated October 13, 2014 re: the addition of the DFA Municipal Real Return Portfolio.
|
|
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.
|
|
(a)
|
Amendment dated June 17, 2013 re: the addition of U.S. Large Cap Equity Portfolio.
|
|
(b)
|
Amendment No. 2 dated August 8, 2013 re: calculation and payment of shareholder service fees.
|
|
(c)
|
Amendment No. 3 dated October 7, 2013 re: the addition of DFA Short-Duration Real Return Portfolio.
|
|
(d)
|
Form of Amendment No. 1 re: the addition of “FAN” services.
|
|
(e)
|
Amendment No. 4 dated October 10, 2014 re: the addition of DFA Municipal Real Return Portfolio.
|
|
(2)
|
Financial Statement Typesetting Services Agreement to Administration and Accounting Services Agreement dated October 20, 2009.
|
|
(3)
|
Form of Administration Agreement between the Registrant and State Street Bank and Trust Company.
|
|
(a)
|
Amendment dated October 13, 2014 re: the addition of the DFA Municipal Real Return Portfolio.
|
|
Filing Date: February 27, 2015.
|
|
(a)
|
Form of Marketing Agreement dated June 29, 1994 between DFA and National Home Life
|
|
(b)
|
Participation Agreement between DFA Investment Dimensions Group, Inc., DFA, DFA Securities, Inc. and National Home Life Assurance Company.
|
|
(c)
|
Form of Client Service Agent Agreement re: the:
|
|
(1)
|
Addendum Number One re: the reflection of the following name change:
|
|
(d)
|
Form of Amended and Restated Fee Waiver and/or Expense Assumption Agreement
|
|
(e)
|
Form of Participation Agreement (Manual Trades)
|
|
(f)
|
Form of Participation Agreement (Manual After Hours)
|
|
(g)
|
Form of Participation Agreement (FundSERV)
|
|
(h)
|
Fee Waiver and/or Expense Assumption Agreement between the Registrant and DFA dated July 21, 2015 re: the:
|
|
(i)
|
Fee Waiver and/or Expense Assumption Agreement between the Registrant
and DFA dated July 21, 2015 re: the:
|
|
(j)
|
Form of Amended and Restated Fee Waiver and Expense Assumption Agreement
|
|
(k)
|
Form of Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re: the:
|
|
(l)
|
Form of Fee Waiver and Expense Assumption Agreement between the Registrant and DFA re: the:
|
(i)
|
Legal Opinion.
|
|
(1)
|
Legal Opinion of Stradley, Ronon, Stevens & Young, LLP
|
(j)
|
Other Opinions.
|
|
(1)
|
Consent of PricewaterhouseCoopers LLP
|
(k)
|
Omitted Financial Statements.
|
(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.
|
(o)
|
Powers-of-Attorney.
|
|
(1)
|
On behalf of the Registrant, Power-of-Attorney dated as of December 17, 2010, appointing David G. Booth, David R. Martin, Catherine L. Newell, Valerie A. Brown, Jeff J. Jeon and Carolyn L. O as attorneys-in-fact to David G. Booth, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, David R. Martin, Eduardo A. Repetto, Myron S. Scholes and Abbie J. Smith.
|
|
(2)
|
On behalf of The DFA Investment Trust Company, Power-of-Attorney dated as of December 17, 2010, appointing David G. Booth, David R. Martin, Catherine L. Newell, Valerie A. Brown, Jeff J. Jeon and Carolyn L. O as attorneys-in-fact to David G. Booth, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, David R. Martin, Eduardo A. Repetto, Myron S. Scholes and Abbie J. Smith.
|
|
(3)
|
On behalf of Dimensional Emerging Markets Value Fund, Power-of-Attorney dated as of December 17, 2010, appointing David G. Booth, David R. Martin, Catherine L. Newell, Valerie A. Brown, Jeff J. Jeon and Carolyn L. O as attorneys-in-fact to David G. Booth, George M. Constantinides, John P. Gould, Roger G. Ibbotson, Edward P. Lazear, David R. Martin, Eduardo A. Repetto, Myron
|
(p)
|
Codes of Ethics.
|
|
(1)
|
Code of Ethics of Registrant, Adviser, Sub-Advisers and Underwriter.
|
|
(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 person’s 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.
|
|
(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.
|
|
(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 International Value ex Tobacco 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 and DFA Diversified Fixed Income Portfolio, each a series of the Registrant, is Dimensional Fund Advisors Ltd. (“DFAL”). DFAL has its principal place of business is 20 Triton Street, Regent’s Place, London, NW13BF, United Kingdom. Additional information as to the DFAL and the directors and officers of DFAL is included in the DFAL’s 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 International Value ex Tobacco 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 and DFA Diversified Fixed Income 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 Australia’s 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.
|
|
(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 Distributor’s 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
|
||
Peter Bergan
|
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
|
||
George H. Crane
|
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 and Fund Controller
|
Vice President and Fund Controller
|
||
Christine W. Ho
|
Vice President
|
Vice President
|
||
David C. Hoffman
|
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
|
||
Natalia Y. Knych
|
Vice President
|
Vice President
|
||
Timothy R. Kohn
|
Vice President
|
Vice President
|
||
Joseph F. Kolerich
|
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
|
David R. Martin
|
Vice President, Chief Financial Officer and Treasurer
|
Vice President, Chief Financial Officer and Treasurer
|
||
Duane R. Mattson
|
Vice President
|
Vice President
|
||
Bryan R. McClune
|
Vice President
|
Vice President
|
||
Philip P. McInnis
|
Vice President
|
Vice President
|
||
Francis L. McNamara III
|
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. O’Reilly
|
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
|
||
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.
|
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
|
Signature
|
Title
|
Date
|
/s/David G. Booth*
|
President, Director,
|
March 24, 2016
|
David G. Booth
|
Chairman and Co-Chief
|
|
Executive Officer
|
||
/s/Eduardo A. Repetto*
|
Director, Co-Chief
|
March 24, 2016
|
Eduardo A. Repetto
|
Executive Officer and
|
|
Co-Chief Investment Officer
|
||
/s/David R. Martin*
|
Chief Financial Officer,
|
March 24, 2016
|
David R. Martin
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Treasurer and Vice President
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/s/George M. Constantinides*
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Director
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March 24, 2016
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George M. Constantinides
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/s/John P. Gould*
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Director
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March 24, 2016
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John P. Gould
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/s/Roger G. Ibbotson*
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Director
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March 24, 2016
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Roger G. Ibbotson
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/s/Edward P. Lazear*
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Director
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March 24, 2016
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Edward P. Lazear
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/s/Myron S. Scholes*
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Director
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March 24, 2016
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Myron S. Scholes
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/s/Abbie J. Smith*
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Director
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March 24, 2016
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Abbie J. Smith
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Exhibit No.
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Description
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28.d.1.rrrr
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Form of Investment Management Agreement for DFA Diversified Fixed Income Portfolio
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28.d.2.gggg
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Form of Sub-Advisory Agreement between the Registrant, DFA and Dimensional Fund Advisors Ltd. for DFA Diversified Fixed Income Portfolio
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28.d.2.hhhh
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Form of Sub-Advisory Agreement between the Registrant, DFA and DFA Australia Limited for DFA Diversified Fixed Income Portfolio
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28.h.4.l
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Form of Fee Waiver and Expense Assumption Agreement between the Registrant and DFA for DFA Diversified Fixed Income Portfolio
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(i)
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monitor and evaluate the services provided to the Fund for the benefit of the Portfolio by the Portfolio’s 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;
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(ii)
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monitor the preparation of periodic reports and notices of distributions to shareholders of the Portfolio;
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(iii)
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coordinate, monitor and evaluate the daily pricing and valuation of the Portfolio’s investment portfolio;
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(iv)
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monitor the Portfolio’s compliance with recordkeeping requirements of applicable federal, state, and foreign laws and regulations;
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(v)
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assist the Portfolio to comply with the provisions of applicable federal, state, and foreign tax laws and tax regulations;
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(vi)
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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 Portfolio’s shares;
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(vii)
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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;
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(viii)
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assist the Portfolio to conduct meetings of the Portfolio’s shareholders if and when called by the Board;
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(ix)
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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
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(x)
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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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i.
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Fees and expenses paid to the Manager as provided herein;
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ii.
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Brokerage fees and commissions in connection with the purchase and sale of securities for the Portfolio;
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iii.
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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;
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iv.
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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;
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v.
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Fees and expenses incident to meetings of the shareholders of the Fund, reports to the Portfolio’s shareholders, the filing of reports with regulatory bodies and the maintenance of the Portfolio’s and the Fund’s legal existence;
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vi.
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Fees and expenses of all audits by independent public accountants;
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vii.
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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 Portfolio’s shares for sale;
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viii.
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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;
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ix.
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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 Portfolio’s net assets;
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x.
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The Portfolio’s pro rata portion of fidelity bond, errors and omissions, and director and officer liability insurance premiums;
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xi.
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The Portfolio’s pro-rata portion of fees and expenses in connection with membership in investment company organizations or trade associations, as approved by the Board;
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xii.
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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 Fund’s chief compliance officer);
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xiii.
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Fees and expenses incident to meetings of the Board;
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xiv.
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Taxes and other governmental fees levied against the Portfolio, and the preparation of the Fund’s tax returns;
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xv.
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Investment fees and expenses of the Portfolio, including the interest expense of borrowing money;
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xvi.
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Fees and expenses associated with obtaining tax reclaims for the Portfolio;
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xvii.
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Fees and expenses associated with preparing the Portfolio’s 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;
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xviii.
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Fees and expenses associated with regulatory inquiries and examinations, regulatory proceedings, and regulatory investigations of the Portfolio;
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xix.
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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;
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xx.
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Extraordinary fees and expenses of the Portfolio;
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xxi.
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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 Portfolio’s cash and positions with the Portfolio’s custodians; (c) detailed
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reconciliations of the Portfolio’s net asset value; and (d) maintenance of books and records of portfolio transactions;
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xxii.
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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;
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xxiii.
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Fees and expenses associated with trade administration oversight services with respect to collateral management oversight, including: (a) the administration of the Portfolio’s 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;
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xxiv.
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Fees and expenses related to the Portfolio’s, not the Manager’s, compliance program;
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xxv.
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Fees and expenses associated with oversight of the securities lending activities of the Portfolio to the extent permissible by law; and
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xxvi.
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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.
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DIMENSIONAL FUND ADVISORS LP
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DFA INVESTMENT DIMENSIONS GROUP INC.
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By: DIMENSIONAL HOLDINGS INC.,
General Partner
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By:
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By:
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Name
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Name
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Title
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Title
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a.
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DFAL shall have the authority and responsibility to select brokers or dealers to execute purchases and sales of eligible securities for the Portfolio. Such authority and responsibility shall include, without limitation, the maintenance of a trading desk; the determination of the best and most efficient means of purchasing and selling such portfolio securities in order to achieve best price and execution; and the allocation of trades among brokers and dealers, including any affiliate of the Fund or of any investment advisor or affiliate thereof, subject to Section 17 of the Investment Company Act of 1940, as amended (the “1940 Act”). In carrying out its obligations hereunder, DFAL will act with a view to the Portfolio’s objectives as set forth in the Fund’s prospectus and otherwise communicated to DFAL by DFA, including the objectives of receiving best price and execution for portfolio transactions and of causing as little price fluctuation in the market prices of securities being purchased or sold as reasonably possible under prevailing market circumstances as well as in light of the size of the transaction being executed. DFA will advise DFAL of changes in the Fund’s Amended and Restated Articles of Incorporation, amended and restated bylaws, and prospectus and any objectives not appearing therein as they may be relevant to DFAL’s performance under this Agreement. DFA will furnish to DFAL reports on cash available for investment and needed for redemption payments. DFA shall be responsible to the Fund for the preparation of schedules of securities eligible for purchase and sale by the Portfolio (“execution
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schedules”), and shall prepare such schedules on at least a semi-annual basis, it being understood that DFA may consult with DFAL in connection therewith, and may delegate to DFAL the preparation of such schedules. On at least a semi-annual basis DFA will review the Portfolio’s holdings, make, itself or in consultation with DFAL, any necessary adjustments to the execution schedules and review the securities trading process and executions. DFAL is authorized to have orders executed for more or fewer shares than set forth on the execution schedules when market conditions and other factors permit or require, provided that such variances from the execution schedules are within the parameters agreed to by DFA from time to time or in specific cases. DFAL shall report the results of all trading activities and all such other information relating to portfolio transactions for the Portfolio as DFA may reasonably request, on a daily basis to DFA and any other entity designated by DFA, including without limitation the custodian of the Fund. DFAL shall review and coordinate its agency trading and execution strategies, practices and results with DFA as frequently as reasonably requested.
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b.
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DFAL shall maintain, and periodically review with DFA and the Fund, policies and procedures necessary to ensure the effectiveness of on-line communications systems between DFAL, DFA and the Fund.
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c.
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DFAL shall periodically provide DFA with data concerning the United Kingdom and European markets; and it shall maintain and provide to DFA current financial information with respect to specific issuers in United Kingdom and European markets. DFAL shall also furnish DFA with advice and information regarding securities of United Kingdom and European market companies and shall provide DFA with such recommendations in connection with the investment therein by the Portfolio as DFAL shall deem necessary and advisable in light of the investment objective and policies of the Portfolio.
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a.
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DFA Australia shall have the authority and responsibility to select brokers or dealers to execute purchases and sales of eligible securities for the Portfolio. Such authority and responsibility shall include, without limitation, (i) providing investment and ancillary services for DFA and determining the best and most efficient means of purchasing and selling such portfolio securities in order to receive best price and execution, and (ii) allocating trades among brokers and dealers, including any affiliate of the Fund or of any investment advisor or affiliate thereof, subject to Section 17 of the Investment Company Act of 1940, as amended (the “1940 Act”). In carrying out its obligations hereunder, DFA Australia will act with a view to the Portfolio’s objectives, as set forth in the Fund’s registration statement, and otherwise communicated to DFA Australia by DFA, including the objectives of receiving best price and execution for portfolio transactions and of causing as little price fluctuation as possible. DFA Australia shall not receive any commission or rebate from any broker or dealer to whom it allocates trades nor shall it receive any commission from DFA based upon the allocation of trades. DFA will advise DFA Australia of changes in the Fund’s Amended and Restated Articles of Incorporation, Amended and Restated By-Laws, and registration statement, and any objectives not appearing therein, as they may be relevant to DFA Australia’s performance under this Agreement. DFA will furnish to DFA Australia reports on cash available for investment and needed for redemption
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b.
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payments. DFA shall be responsible to the Board of Directors of the Fund for the preparation of schedules of securities eligible for purchase and sale by the Portfolio (“execution schedules”), and shall prepare such schedules on at least a semi-annual basis, it being understood that DFA may consult with DFA Australia in connection therewith, and may delegate to DFA Australia the preparation of such schedules. On at least a semi-annual basis, DFA will review the Portfolio’s holdings, make, itself or in consultation with DFA Australia, any necessary adjustments to the execution schedules, and review the securities trading process and executions. DFA Australia is authorized to have orders executed for more or fewer shares than set forth on the execution schedules when market conditions and other factors permit or require, provided that such variances from the execution schedules are within the parameters agreed to by DFA, from time to time, or in specific cases. DFA Australia shall report the results of all trading activities and all such other information relating to portfolio transactions for the Portfolio as DFA may reasonably request, on a daily basis to DFA and any other entity designated by DFA, including, without limitation, the custodian of the Fund. DFA Australia shall review and coordinate its agency trading and execution strategies, practices, and results with DFA as frequently as reasonably requested.
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c.
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DFA Australia shall maintain, and periodically review with DFA and the Fund, policies and procedures necessary to ensure the effectiveness of on-line communications systems between DFA Australia, DFA, and the Fund.
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d.
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DFA Australia shall periodically provide DFA with data concerning the international markets, and it shall maintain and provide to DFA current financial information with respect to specific international securities on the execution schedules. DFA Australia shall also furnish DFA with advice and information regarding securities of international companies and shall provide DFA with such recommendations in connection with the investment therein by the Portfolio as DFA Australia shall deem necessary and advisable in light of the investment objective and policies of the Portfolio.
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1.
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Fee Waiver and Expense Assumption by Dimensional
. Dimensional agrees to waive all or a portion of its 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, 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”).
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2.
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Duty to Reimburse Dimensional
. If, at any time, 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 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 Expense Limitation Amount. 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 such reimbursement.
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3.
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Assignment
. No assignment of this Agreement shall be made by Dimensional without the prior consent of the Fund.
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4.
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Duration and Termination
. This Agreement shall begin on __________, 201_, and shall continue in effect until February 28, 201_, 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. This Agreement shall automatically terminate upon the termination of the Investment Management Agreement between Dimensional and the Fund, on behalf of the Portfolio.
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DFA INVESTMENT DIMENSIONS GROUP INC.
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DIMENSIONAL FUND ADVISORS LP
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By: DIMENSIONAL HOLDINGS INC., General Partner
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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