[Federal Register Volume 61, Number 4 (Friday, January 5, 1996)]
[Notices]
[Pages 425-428]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-172]



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SECURITIES AND EXCHANGE COMMISSION
[Investment Company Act Release No. 21642; 812-8902]


DFA Investment Dimensions Group Inc., et al.; Notice of 
Application

December 29, 1995.
AGENCY: Securities and Exchange Commission (``SEC'').

ACTION: Notice of Application for an Order under the Investment Company 
Act of 1940 (the ``Act'').

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APPLICANTS: DFA Investment Dimensions Group Inc. (``DFAIDG''), The DFA 
Investment Trust Company (``DFAITC''), and Dimensional Fund Advisors 
Inc. (``DFA'').

RELEVANT ACT SECTIONS: Order requested under section 6(c) of the Act 
from section 12(d)(1) of the Act, under sections 6(c) and 17(b) of the 
Act from section 17(a) of the Act, and pursuant to section 17(d) of the 
Act and rule 17d-1 thereunder permitting certain joint transactions.

SUMMARY OF APPLICATION: The requested order would permit an open-end 
management investment company, DFA International Asset Allocation Fund 
(the ``Fund''), to invest substantially all its assets in the shares of 
four series of another open-end management investment company, DFAITC 
(the ``Underlying Series'').

FILING DATES: The application was filed on March 18, 1994 and amended 
on August 31, 1995 and December 13, 1995.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the SEC's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the SEC by 5:30 p.m. on January 23, 
1996, and should be accompanied by proof of service on applicants, in 
the form of an affidavit, or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons may request 
notification of a hearing by writing to the SEC's Secretary.

ADDRESSES: Secretary, SEC, 450 Fifth Street, NW., Washington, DC 20549. 


[[Page 426]]
Applicants, 1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.

FOR FURTHER INFORMATION CONTACT: James M. Curtis, Senior Counsel, at 
(202) 942-0563, or C. David Messman, Branch Chief, at (202) 942-0564 
(Office of Investment Company Regulation, Division of Investment 
Management).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee from 
the SEC's Public Reference Branch.

Applicants' Representations

    1. DFAIDG, a Maryland corporation, is a registered open-end 
management investment company currently comprised of twenty-four 
series, seven of which currently serve as ``feeder funds'' for certain 
series of DFAITC, a Delaware business trust and a registered open-end 
management investment company, in a master fund-feeder fund 
relationship. All such series are no load funds. The shares of DFAIDG 
are sold to institutional investors, including qualified pension and 
profit-sharing plans, endowment funds and foundations, and clients of 
registered investment advisers.
    2. DFA is engaged in the business of providing investment 
management and administrative services to institutional investors, 
including DFAIDG and DFAITC, and is registered as an investment adviser 
under the Investment Advisers Act of 1940.
    3. Because DFA serves as investment adviser to both DFAITC and 
DFAIDG, and DFAITC and DFAIDG hold themselves out to investors as 
related companies for purposes of investment and investor services, 
DFAITC and DFAIDG are part of the same ``group of investment 
companies,'' as defined in rule 11a-3 under the Act.
    4. Applicants request that the relief sought herein also apply to 
any future registered investment company that is advised by DFA, or any 
entity controlling, controlled by, or under common control with DFA, 
that operates in accordance with the conditions to the requested order, 
and that is a member of the same ``group of investment companies,'' as 
defined in rule 11a-3.
    5. DFAIDG proposes to organize the Fund as a new series. The Fund 
will invest substantially all of its assets in the shares of four 
series of DFAITC, The Japanese Small Company Series, The United Kingdom 
Small Company Series, The Continental Small Company Series, and The 
Pacific Rim Small Company Series.
    6. The Fund will be designed for investors who wish to achieve 
their investment objective of long-term capital appreciation by 
investing in one mutual fund that provides for investment in four 
series of DFAITC which invest in stocks of small Japanese, United 
Kingdom, European, and Pacific Rim companies, respectively, and 
professional asset allocation of investments among such series provided 
by DFA.
    7. The investment objective of each Underlying Series is to achieve 
long-term capital appreciation.\1\ Each Underlying Series will invest 
principally in readily marketable foreign equity securities of small 
companies that are organized or located in limited and specified 
geographic areas. Thus, the Japanese Small Company Series will invest 
principally in stocks of small companies that are located in Japan. The 
United Kingdom Small Company Series will invest principally in stocks 
of small companies that are organized in the United Kingdom. The 
Continental Small Company Series will invest principally in stocks of 
small companies that are organized under the laws of certain European 
countries, including, France, Germany, Italy, Switzerland, the 
Netherlands, Sweden, Belgium, Norway, Spain, Austria, Finland and 
Denmark. The Pacific Rim Small Company Series will invest principally 
in stocks of small companies located in Australia, New Zealand, 
Singapore, Korea, Hong Kong and Malaysia.

    \1\ The Underlying Series were organized on October 15, 1993, 
but they presently are not operational. DFAIDG presently offers 
shares of Japanese, Pacific Rim, United Kingdom, and Continental 
Small Company series (the ``International Portfolios''). The board 
of directors of DFAIDG and the board of trustees of DFAITC (who are 
the same persons) intend to convert these series into a master fund-
feeder fund structure by investing the assets of each International 
Portfolio in shares of the correspondingly-named Underlying Series, 
subject to approval by the holders of a majority of each 
International Portfolio's outstanding voting securities. The 
investment objectives and fundamental and other investment policies 
of the International Portfolios and the correspondingly-named 
Underlying Series are essentially identical.
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    8. Each Underlying Series, except the United Kingdom Small Company 
Series, will charge a reimbursement fee to investors, including the 
Fund, equal to the reimbursement fee charged by its correspondingly-
named International Portfolio. The reimbursement fee paid to a 
Portfolio is used to defray costs associated with investing the 
proceeds of the sale of its shares, thereby eliminating a dilutive 
effect such costs otherwise would have on the net asset value of shares 
held by existing shareholders. The amount of the reimbursement fee, in 
each case, represents an estimate of the costs reasonably anticipated 
to be associated with the purchase of securities by each International 
Portfolio.
    9. The Fund will invest virtually all its assets in the four 
Underlying Series. A small portion of the Fund's assets might be 
invested in short-term, high-quality, fixed-income obligations pending 
investment in shares of the Underlying Series and/or pending payment of 
redemptions of its own shares for cash, and to defray operating 
expenses.
    10. Allocation of the assets of the Fund will be determined by DFA. 
Target allocations will remain in effect until the next semi-annual re-
calculation. To maintain target weights during the period, adjustments 
may be made by applying future purchases by the Fund in proportion 
necessary to rebalance the Fund's investment portfolio. Adjustments may 
also be made by redemptions. Therefore, adjustments reflecting 
reallocation of the assets of the Fund among the four Underlying Series 
will occur at relatively infrequent and predictable intervals, and 
management of the Underlying Series will not be unduly affected by 
redemption of their shares by the Fund.
    11. The board of trustees of DFAITC is comprised of the same 
persons who serve as the board of directors of DFAIDG. A majority of 
these persons are not interested persons of DFAIDG, DFAITC, or DFA. 
Each board has adopted a written policy governing potential conflicts 
of interest, as required by the North American Securities 
Administrators Association, Inc., in respect of ``master fund-feeder 
fund'' structures.
    12. The Fund will bear all of its own expenses and, indirectly, its 
proportionate share of the expenses of each Underlying Series. The 
Fund's direct expenses will include audit, legal, share registration, 
costs of shareholders' meetings, insurance premiums, fees of non-
interested directors, administrative, accounting, transfer and dividend 
disbursing agency, custodian fees and the like. Also, as a separate 
series of DFAIDG, the Fund will pay its proportionate share of any 
other expenses of DFAIDG which are not specifically allocable to any 
series or class of shares of DFAIDG. Certain expenses, such as 
directors' fees and expenses, insurance premiums and certain fees will 
be borne on a shared basis with the other series of DFAIDG.
    13. DFA intends to provide the Fund will asset allocation advice, 
without charge, pursuant to a written agreement between DFA and DFAIDG. 
DFA is currently willing to provide this service at no charge because 
the simple 

[[Page 427]]
investment portfolio of the Fund provides basically for only four 
investment securities.
    14. The Fund's structure contains no layering of sales charges or 
advisory fees. DFAIDG and DFAITC do not, and the Fund will not, charge 
a front-end load or a contingent-deferred sales charge. Moreover, 
neither the Fund nor the Underlying Series currently intend to impose 
any ``asset based sales charges'' or ``service fees,'' as those terms 
are defined in Article III, section 26, of the Rules of Fair Practice 
of the National Association of Securities Dealers, Inc. Furthermore, 
DFA will not charge the Fund an advisory fee.

Applicants' Legal Analysis

A. Section 12(d)(1)

    1. Section 12(d)(1)(A) provides that no registered investment 
company may acquire securities of another investment company if such 
securities represent more than 3% of the acquired company's outstanding 
voting stock, more than 5% of the acquiring company's total assets, or 
if such securities, together with the securities of any other acquired 
investment companies, represent more than 10% of the acquiring 
company's total assets. Section 12(d)(1)(B) provides that no registered 
open-end investment company may sell its securities to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or if the sale 
will cause more than 10% of the acquired company's voting stock to be 
owned by investment companies.
    2. Section 6(c) provides that the SEC may exempt persons or 
transactions if, and to the extent that, such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policy and 
provisions of the Act. Applicants request an order under section 6(c) 
exempting them from the limitations of section 12(d)(1) (A) and (B) to 
the extent necessary to permit the Fund to purchase an unlimited amount 
of the outstanding voting securities of each Underlying Series, the 
securities of each Underlying Series to have an aggregate value equal 
to as much as 100% of the value of the total assets of the Fund, the 
Fund to invest essentially all of its assets in the securities of the 
Underlying Series, and each of the Underlying Series to sell an 
unlimited amount of its total outstanding voting securities to the 
Fund.
    3. Section 12(d)(1) is intended to prevent the unregulated 
pyramiding of investment companies and the negative effects which are 
perceived to arise from such pyramiding. These abuses include the 
acquiring fund imposing undue influence over the management of the 
acquired funds through the threat of large-scale redemptions, the 
layering of sales charges and advisory fees, conflicts of interest 
between the fund holding company and the underlying funds, and the 
creation of a structure which may be confusing to investors.
    4. Applicants state that the potential for control of the 
Underlying Series by the threat of redemptions by the Fund which would 
cause a loss of advisory fees is groundless because the Fund would be 
part of the same fund complex as the Underlying Series and may acquire 
only shares of the Underlying Series. Since DFA would be the advisor to 
all of the Underlying Series as well as the Fund, a redemption by the 
Fund from one Underlying Series would simply result in investing the 
proceeds in another Underlying Series.
    5. Applicants believe that the Fund, and indirectly its 
stockholders, should bear the expense of operation of the Fund, and 
that such cost should not be borne by the Underlying Series because the 
asset allocation service provided by the Fund is a valuable service.

B. Section 17(a)

    1. Section 17(a) makes it unlawful for an affiliated person of a 
registered investment company to sell securities to, or purchase 
securities from, the company. Section 2(a)(3)(C) of the Act provides 
that an affiliated person of another person is any person directly or 
indirectly controlling, controlled by, or under common control with 
such other person. Because the Fund and the Underlying Series will have 
a common board of directors and a common adviser, they could be deemed 
to be under common control and thereby affiliated persons of each other 
under section 2(a)(3) of the Act. The sale by the Underlying Series of 
their shares to the Fund could thus be deemed to be principal 
transactions between affiliated persons prohibited under section 17(a).
    2. Section 17(b) provides that the SEC shall exempt a proposed 
transaction from section 17(a) if evidence establishes that the terms 
of the proposed transaction are reasonable and fair and do not involve 
overreaching, the proposed transaction is consistent with the policies 
of the registered investment company involved, and the proposed 
transaction is consistent with the general provisions of the Act. 
Section 6(c) permits the SEC to exempt any person, security, or 
transaction, or any class or classes of persons, securities, or 
transactions, from any provisions of the Act if such exemption is 
necessary or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act. Applicants request an exemption under 
sections 6(c) and 17(b) to permit the Underlying Series to sell their 
shares to the Fund.\2\

    \2\ Because section 17(b) could be interpreted to permit the SEC 
to exempt only a single transaction from section 17(a), applicants 
are also requesting an exemption from section 17(a) under section 
6(c). See In the Matter of Keystone Custodian Funds, Inc., 21 SEC 
295 (1945).
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    3. Applicants believe that the proposed transactions meet the 
standards of sections 6(c) and 17(b). The Fund provides one 
comprehensive and effective investment product with access to both 
international diversification and professional asset allocation 
services and therefore applicants believe that relief is appropriate in 
the public interest. Applicants believe that their proposal is 
structured to assure that neither the Fund nor the Underlying Series 
will participate on a basis that is different or less advantageous than 
any other participant.

C. Section 17(d) and Rule 17d-1

    1. Section 17(d) prohibits an affiliated person of a registered 
investment company, or an affiliated person of such person, acting as 
principal, from effecting any transaction in which such investment 
company is a joint, or joint and several, participant with such person 
in contravention of SEC rules and regulations. Rule 17d-1 provides that 
an affiliated person of a registered investment company or an 
affiliated person of such person, acting as principal, shall not 
participate in, or effect any transaction in connection with, any joint 
enterprise or other joint arrangement in which the registered 
investment company is a participant unless the SEC has issued an order 
approving the arrangement. As discussed above, DFAIDG and DFAITC could 
be deemed affiliated persons of each other under section 2(a)(3) of the 
Act. When the Fund purchases the shares of the Underlying Series and 
the Underlying Series sell their shares to the Fund, they could be 
deemed to be ``joint or joint and several participants'' in respect of 
such transactions in violation of rule 17d-1.
    2. Applicants request that the SEC issue an order under section 
17(d) and rule 17d-1 approving the proposed arrangements and 
transactions described herein. Applicants believe that such 
arrangements and transactions 

[[Page 428]]
are structured to assure that neither the Fund nor DFAITC will 
participate therein on a basis that is different from or less 
advantageous than any other participant.

Applicants' Conditions

    Applicants agree that the order granting the requested relief shall 
be subject to the following conditions:
    1. The Fund and each Underlying Series will be part of the same 
``group of investment companies,'' as defined in rule 11a-3 under the 
Act.
    2. No Underlying Series shall acquire securities of any other 
investment company in excess of the limits contained in section 
12(d)(1)(A) of the Act.
    3. A majority of the directors of the Fund will not be ``interested 
persons'' of the Fund, as defined in section 2(a)(19) of the Act.
    4. Before approving any advisory contract under section 15, the 
board of directors of the Fund, including a majority of the directors 
who are not ``interested persons'' of the Fund, as defined in section 
2(a)(19), shall find that advisory fees charged under such contract are 
based on services provided that are in addition to, rather than 
duplicative of, services provided pursuant to any Underlying 
Portfolio's advisory contract. Such finding, and the basis upon which 
the finding was made, will be recorded fully in the minute books of the 
Fund.
    5. Any sales charges or service fees charged with respect to the 
securities of the Fund, when aggregated with any sales charges or 
service fees paid by the Fund with respect to shares of the acquired 
Underlying Portfolios, shall not exceed the limits set forth in Article 
III, section 26, of the Rules of Fair Practice of the National 
Association of Securities Dealers, Inc.
    6. Applicants agree to provide the following information, in 
electronic format, to the Chief Financial Analyst of the SEC's Division 
of Investment Management: Monthly average total assets for each Fund 
portfolio and each of its Underlying Series; monthly purchases and 
redemptions (other than by exchange) for each Fund portfolio and each 
of its Underlying Series; monthly exchanges into and out of each Fund 
portfolio and each of its Underlying Series; month-end allocations of 
each Fund portfolio's assets among its Underlying Series; annual 
expense ratios for each Fund portfolio and each of its Underlying 
Series; and a description of any vote taken by the shareholders of any 
Underlying Series, including a statement of the percentage of votes 
cast for and against the proposal by the Fund and by the other 
shareholders of the Underlying Series. Such information will be 
provided as soon as reasonably practicable following each fiscal year-
end of the Fund (unless the Chief Financial Analyst shall notify 
applicants in writing that such information need no longer be 
submitted).

    For the SEC, by the Division of Investment Management, under 
delegated authority.
Margaret H. McFarland,
Deputy Secretary.
FR Doc. 96-172 Filed 1-4-96; 8:45 am]
BILLING CODE 8010-01-M