[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).
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Dfa Investment Trust CORRESPCorrespondence with SEC
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