[DIMENSIONAL LETTERHEAD]
April 1, 2009
Via EDGAR
Ms. Patsy W. Mengiste
Mr. Patrick F. Scott
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-0505
Re: DFA Investment Dimensions Group Inc.
(File Nos. 2-73948 and 811-3258),
Dimensional Investment Group Inc.
(File Nos. 33-33980 and 811-6067),
Dimensional Emerging Markets Value Fund Inc.
(File No. 811-7440), and
The DFA Investment Trust Company (File No. 811-7436)
Definitive Proxy Solicitation Materials
Dear Ms. Mengiste and Mr. Scott:
On behalf of the four above-referenced registrants (together, the
"Registrants"), following are the responses to the Staff's comments conveyed on
Tuesday, March 31, 2009 in connection with the preliminary proxy materials filed
by the Registrants with the U.S. Securities and Exchange Commission (the "SEC"
or the "Commission") on March 20, 2009, pursuant to Rule 14a-6(a) under the
Securities Exchange Act of 1934 ("Proxy Materials"). The comments are summarized
below, followed by the Registrants' responses to the comments. Capitalized terms
not otherwise defined in this letter have the meanings assigned to them in the
Proxy Materials.
1. Comment. With regard to Proposal #8, the approval of Investment Advisory
Agreements for the Feeder Funds, which will apply to the investment of the
Feeder Funds' excess cash and when the Feeder Funds invest directly in
securities, disclose the circumstances and extent to which the Feeder Funds will
make direct investments in securities.
Response. As is currently disclosed on page 46 of the Proxy Materials, the
Feeder Funds intend to invest directly in securities (while continuing to invest
in the Feeder Funds' corresponding Master Funds) for cash management purposes to
the extent permitted by the SEC. The Advisor will invest the Feeder Funds'
assets not otherwise invested in the shares of the Master Funds in securities
and/or derivatives, such as futures and options on futures, which will allow the
Feeder Funds to gain market exposure with respect to those assets of the Feeder
Funds not invested in their Master Funds, while still maintaining the liquidity
of the Feeder Funds' portfolios necessary to meet shareholder transaction
activity (i.e., to manage the purchase and redemption activities of the Feeder
Funds' shareholders). At this time, it is anticipated that, if the
implementation of the Investment Advisory Agreements is approved for the Feeder
Funds, the Feeder Funds will utilize the flexibility to have the Advisor
supervise the Funds' cash
Securities and Exchange Commission
Attention: Ms. Patsy W. Mengiste
Mr. Patrick F. Scott
April 1, 2009
Page 2
investments on an as-needed basis, which, for certain Feeder Funds, may be
daily, and is intended only to be used to manage the assets retained by the
Feeder Funds to manage anticipated shareholder activity.
2. Comment. In Exhibit D-1, on page D-1(7), the proposed Form of Articles
of Amendment and Restatement state:
Issuance of Shares. The Board of Directors shall have the power to
authorize the issuance from time to time of Shares of any Series or Class,
whether now or hereafter authorized, or securities convertible into Shares
of any Series or Class, whether now or hereafter authorized, for such
consideration as the Board of Directors deems advisable without any action
by the Shareholders.
Under what circumstances or conditions will the Board authorize the conversion
of the shares of a Series into the Shares of another Series without a
shareholder vote?
Response. While the Registrants, at the present time, do not have an
intention to convert one Series into another Series without a shareholder vote,
the Funds do wish to have the flexibility that is available under state and
federal law to do so in the future. One possible situation where this may occur
in the future would be if the Registrants were to create target date maturity
funds, which funds may include automatic conversion features. A second possible
situation would be a merger of two Series of a Registrant to the extent that the
1940 Act or the rules thereunder would permit such a merger in the future
without a shareholder vote. The Registrants state that they are mindful of the
1940 Act's requirements to obtain shareholder approval, in certain
circumstances, and intend to continue comply with those requirements following
the approval of the Articles of Amendment and Restatement.(1)
3. Comment. Also in the Articles, at Section 5.2(3), the Board is granted
the authority to establish minimum investment amounts.(2)
----------------------------
(1) See page D-2(2) of the Proxy Materials, which provide: "The New Articles
provide that the shares of one series or class may be automatically
converted into shares of another series or class, subject to terms
determined by the Board, without a shareholder vote (unless a vote is
required by the 1940 Act)." (Emphasis added.)
(2) Section 5.3. Small Accounts. The Board of Directors may establish, from
time to time, one or more minimum investment amounts for Shareholder
accounts, which may be different for each Series or Class, and which may be
different within each Series or Class, and may impose account fees on
(which may be satisfied by involuntarily redeeming the requisite number of
Shares in any such account in the amount of such fee), and/or require the
involuntary redemption of, those accounts the net asset value of which for
any reason falls below such established minimum amounts, or may take any
other action with respect to minimum investment amounts as may be deemed
appropriate by the Board of Directors, in each case upon such terms as
shall be established by the Board of Directors.
Securities and Exchange Commission
Attention: Ms. Patsy W. Mengiste
Mr. Patrick F. Scott
April 1, 2009
Page 3
Please clarify whether market movements would impact the application of
this provision.
Response. The Registrants are mindful of their obligations under the
federal securities laws to inform shareholders in the Funds' registration
statements of the circumstances under which the Funds intend to redeem small
accounts,(3) and will comply with relevant SEC guidance that permits automatic
redemptions.(4)
The Registrants acknowledge that: (i) they are responsible for the adequacy
of the disclosure in the proxy solicitation materials; (ii) Staff comments on
the preliminary proxy solicitation materials, or changes to the preliminary
proxy solicitation materials in response to Staff comments thereto, all as
reflected in the definitive proxy solicitation materials, do not foreclose the
Commission from taking any action with respect to the proxy solicitation
materials; and (iii) the Registrants may not assert Staff comments as a defense
in any proceeding initiated by the Commission under the federal securities laws
of the United States.
Please do not hesitate to contact Mark A. Sheehan at (215) 564-8027, or, in
his absence, Jana L. Cresswell, Esquire at (215) 564-8048, if you have any
questions or wish to discuss any of the responses presented above.
Very truly yours,
/s/ Catherine L. Newell
Catherine L. Newell
Vice President and Secretary
DFA Investment Dimensions Group Inc.
Dimensional Investment Group Inc.
Dimensional Emerging Markets Value Fund Inc.
The DFA Investment Trust Company
----------------------------
(3) See the February 28, 2009 prospectus of DFA Investment Dimensions Group
Inc. and Dimensional Investment Group Inc., at page 97: "Redemption of
Small Accounts With respect to each Portfolio, the Funds reserve the right
to redeem an account if the value of the shares in a specific Portfolio is
$500 or less because of redemptions."
(4) See Axe-Houghton Income Fund, Inc., 1981 SEC No-Act. LEXIS 3317 (Mar. 19,
1981) and Investment Co. Inst., 1975 SEC No-Act. LEXIS 887 (May 1, 1975).
