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Notice

DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., Dimensional ETF Trust and Dimensional Fund Advisors LP

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Document Details

Document Number2025-19174
TypeNotice
PublishedOct 1, 2025
Effective Date-
RIN-
Docket IDInvestment Company Act Release No. 35770
Text FetchedYes

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Full Document Text (7,565 words · ~38 min read)

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<NOTICE> SECURITIES AND EXCHANGE COMMISSION <DEPDOC>[Investment Company Act Release No. 35770; File No. 812-15484]</DEPDOC> <SUBJECT>DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., Dimensional ETF Trust and Dimensional Fund Advisors LP</SUBJECT> <DATE>September 29, 2025.</DATE> <HD SOURCE="HED">AGENCY:</HD> Securities and Exchange Commission (“Commission”). <HD SOURCE="HED">ACTION:</HD> Notice. Notice of an application under section 6(c) of the Investment Company Act of 1940 (“Act”) for an exemption from sections 2(a)(32), 5(a)(1), 18(f)(1), 18(i), 22(d) and 22(e) of the Act and rule 22c-1 under the Act and under sections 6(c) and 17(b) of the Act for an exemption from sections 17(a)(1) and 17(a)(2) of the Act. <HD SOURCE="HED">Summary of Application:</HD> Applicants request an order (“Order”) that would permit a registered open-end management investment company to offer one class of exchange-traded shares that operates as an exchange-traded fund (an “ETF Class,” and such shares, “ETF Shares”) and one or more classes of shares that are not exchange-traded (each such class, a “Mutual Fund Class,” and such shares, “Mutual Fund Shares,” and each such fund, a “Multi-Class ETF Fund”). The Order would provide Multi-Class ETF Funds with two broad categories of relief: (i) the relief necessary to permit standard exchange-traded fund (“ETF”) operations consistent with Rule 6c-11 under the Act (“ETF Operational Relief”) and (ii) the relief necessary for a fund to offer an ETF Class and one or more Mutual Fund Classes (“ETF Class Relief”). <HD SOURCE="HED">Applicants:</HD> DFA Investment Dimensions Group Inc. (“DFAIDG”), Dimensional Investment Group Inc. (“DIG”), Dimensional ETF Trust (“Trust” and, together with DFAIDG and DIG, the “Companies”) and Dimensional Fund Advisors LP (“Dimensional” or “Advisor” and, collectively with the Companies, “Applicants”). <HD SOURCE="HED">Filing Dates:</HD> The application was filed on July 13, 2023, and amended on April 1, 2025, May 30, 2025 and September 26, 2025. <HD SOURCE="HED">Hearing or Notification of Hearing:</HD> An order granting the requested relief will be issued unless the Commission orders a hearing. Interested persons may request a hearing on any application by emailing the Commission's Secretary at <E T="03">Secretarys-Office@sec.gov</E> and serving Applicants with a copy of the request by email, if an email address is listed for the relevant applicant below, or personally or by mail, if a physical address is listed for the relevant Applicant below. Hearing requests should be received by the Commission by 5:30 p.m. on October 16, 2025, and should be accompanied by proof of service on Applicants, in the form of an affidavit or, for lawyers, a certificate of service. Pursuant to rule 0-5 under the Act, hearing requests should state the nature of the writer's interest, any facts bearing upon the desirability of a hearing on the matter, the reason for the request, and the issues contested. Persons who wish to be notified of a hearing may request notification by emailing the Commission's Secretary at <E T="03">Secretarys-Office@sec.gov.</E> <HD SOURCE="HED">ADDRESSES:</HD> The Commission: <E T="03">Secretarys-Office@sec.gov.</E> Applicants: Catherine L. Newell, Esq., Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746; Bruce G. Leto, Esq., <E T="03">bleto@stradley.com,</E> Stradley Ronon Stevens & Young, LLP, and Michael W. Mundt, Esq., <E T="03">mmundt@stradley.com,</E> Stradley Ronon Stevens & Young, LLP. <FURINF> <HD SOURCE="HED">FOR FURTHER INFORMATION CONTACT:</HD> Christopher D. Carlson, Senior Counsel, Kris Easter Guidroz, Senior Counsel, Trace W. Rakestraw, Senior Special Counsel, or Kaitlin C. Bottock, Assistant Chief Counsel, at (202) 551-6825 (Division of Investment Management, Chief Counsel's Office). </FURINF> <SUPLINF> <HD SOURCE="HED">SUPPLEMENTARY INFORMATION:</HD> For Applicants' representations, legal analysis, and conditions, please refer to Applicants' third amended application, dated September 26, 2025, which may be obtained via the Commission's website by searching for the file number at the top of this document, or for an Applicant using the Company name search field, on the SEC's EDGAR system. The SEC's EDGAR system may be searched at <E T="03">https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html.</E> You may also call the SEC's Office of Investor Education and Advocacy at (202) 551-8090. <HD SOURCE="HD1">Applicants' Representations</HD> 1. Each of DFAIDG and DIG is organized as a Maryland corporation. The Trust is organized as a Delaware statutory trust. The Companies are registered with the Commission as open-end management investment companies under the Act. The offerings of the shares of DFAIDG, DIG, and ETF Trust also are registered pursuant to the Securities Act of 1933, as amended (“Securities Act”). The Order would apply to existing and future series of the Companies or other existing or future open-end management investment companies (or series thereof) registered under the Act (each a “Fund,” and together, the “Funds”) that are advised by the Advisor. 2. Dimensional is a Delaware limited partnership and is registered with the Commission as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Any other Advisor  <SU>1</SU> <FTREF/> also will be registered with the Commission as an investment adviser under the Advisers Act. The Advisor serves or will serve as the investment adviser to each Fund pursuant to an investment management agreement with the relevant Company. <FTNT> <SU>1</SU>  The term “Advisor” includes (i) Dimensional, and (ii) any entity controlling, controlled by or under common control with, Dimensional or its successors. For the purposes of the requested Order, “successor” is limited to an entity resulting from a reorganization into another jurisdiction or a change in the type of business organization. </FTNT> 3. The Commission granted a series of exemptive orders between 2000 and 2007 permitting certain existing funds operating as mutual funds to offer a class of exchange-traded shares. <SU>2</SU> <FTREF/> In 2019, the Commission adopted Rule 6c-11 under the Act to provide the exemptive relief necessary under the Act to permit ETF operations. <SU>3</SU> <FTREF/> However, the Commission determined not to provide the exemptive relief necessary to allow for ETF classes as part of Rule 6c-11. The Adopting Release explained that ETF class relief raises policy considerations that are different from those that the Commission intended to address in Rule 6c-11. <SU>4</SU> <FTREF/> The Adopting Release specifically noted that an ETF class that transacts with Authorized Participants on an in-kind basis and a mutual fund class that transacts with shareholders on a cash basis may give rise to differing costs to the portfolio. <SU>5</SU> <FTREF/> As a result, certain costs may result from transactions through one class, but all fund shareholders generally would bear the costs. <SU>6</SU> <FTREF/> The Commission concluded that share class ETFs should request relief through the exemptive applications process so that the Commission may assess all relevant policy considerations in the context of the facts and circumstances of particular applicants. <SU>7</SU> <FTREF/> <FTNT> <SU>2</SU>  Vanguard Index Funds, Investment Company Act Release Nos. 24680 (Oct. 6, 2000) (notice) and 24789 (Dec. 12, 2000) (order); The Vanguard Group, Inc., Investment Company Act Release Nos. 26282 (Dec. 2, 2003) (notice) and 26317 (Dec. 30, 2003) (order); Vanguard International Equity Index Funds, Investment Company Act Release Nos. 26246 (Nov. 3, 2003) (notice) and 26281 (Dec. 1, 2003) (order); and Vanguard Bond Index Funds, Investment Company Act Release Nos. 27750 (Mar. 9, 2007) (notice) and 27773 (Apr. 2, 2007) (order). </FTNT> <FTNT> <SU>3</SU>   <E T="03">Final Rule: Exchange-Traded Funds,</E> Investment Company Act Release No. 33646 (Sept. 25, 2019) [84 FR 57162 (Oct. 24, 2019)] (“Adopting Release”). </FTNT> <FTNT> <SU>4</SU>   <E T="03">Id.</E> at 122-23. </FTNT> <FTNT> <SU>5</SU>   <E T="03">Id.</E> at 123. </FTNT> <FTNT> <SU>6</SU>   <E T="03">Id.</E> at 122-23 (noting that “costs can include brokerage and other costs associated with buying and selling portfolio securities in response to mutual fund share class cash inflows and outflows, cash drag associated with holding the cash necessary to satisfy mutual fund share class redemptions, and distributable capital gains associated with portfolio transactions.”). </FTNT> <FTNT> <SU>7</SU>   <E T="03">Id.</E> at 124. </FTNT> 4. Applicants state their belief that the ability of a Fund to offer both Mutual Fund Shares and ETF Shares could be beneficial to the Fund and to shareholders of each type of class, as discussed below. Applicants believe that the multi-class structure will allow investors to choose the manner in which they wish to hold interests in a Multi-Class ETF Fund based on the share class characteristics that are most important to the investor. <HD SOURCE="HD2">ETF Operational Relief</HD> 5. The Order would permit: (i) ETF Shares of the Multi-Class ETF Funds to be listed on a national securities exchange (“Exchange”), as defined in Rule 6c-11, and traded at market-determined prices; (ii) ETF Shares to be issued to and redeemed by “Authorized Participants” in “Creation Units” only (each term as defined in Rule 6c-11), except with respect to the Exchange Privilege (as defined below) and as permitted by Rule 6c-11(a)(2); (iii) certain affiliated persons of a Multi-Class ETF Fund to purchase Creation Units with (or redeem Creation Units for) “Baskets,” as defined in Rule 6c-11; and (iv) certain Mult ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Preview showing 10k of 50k characters. Full document text is stored and available for version comparison. ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━
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