- S&P 500 7,659.44 −1.09%
- Dow Jones 52,002.41 −0.34%
- Nasdaq 26,713.03 +0.08%
- VIX 19.99 +21.45%
- 10-year Treasury 5.09% −0.01
- Dollar index 121.40 −0.14%
- WTI crude $101.91 +1.04%
Dimensional Fund Advisors Ltd: investment adviser
Dimensional Fund Advisors Ltd is an investment adviser registered with the SEC (file 801-40136, CRD 107472). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $364.7B
- Discretionary
- 100%
- Accounts
- 106
- Employees
- 162
- In advisory roles
- 64
- Disclosures
- 1
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports no custody of client cash or securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Registered funds | 77 | $347.7B | 95.3% |
| Private funds and other pooled vehicles | 4 | $4.3B | 1.2% |
| State and local governments | 19 | $9.8B | 2.7% |
How it is paid
- Fixed fees (other than subscription fees)
- Other: Expenses plus a fixed percentage of expenses
Services
- Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment Company Act of 1940)
- Portfolio management for pooled investment vehicles (other than investment companies)
- Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Dimensional Fund Advisors LP | Company (U.S.) | Shareholder | E 75% or more | Dec 1990 | Yes |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| Dimensional Holdings Inc. | Dimensional | Company (U.S.) | E 75% or more | Yes | |
| Dimensional Holdings LLC | Dimensional | Company (U.S.) | E 75% or more | Yes | |
| David Gilbert Booth | Dimensional | Person | C 25% to 50% | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
What the firm disclosed under Item 11 of Form ADV. A disclosure is the firm's own report: pending matters are allegations, not findings, and many settlements are made without admitting or denying them. Text is quoted from the filing, set in sentence case.
Item 11 questions answered Yes
These questions cover the firm and its advisory affiliates.
- Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
- Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority: in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
Disclosures filed elsewhere
The firm's Form ADV names these and the kind of action only; the details are on the named firm's own filing.
- 1 regulatory action disclosure about Dfa Australia Limited
Form ADV Item 11 and its Disclosure Reporting Pages, via the SEC record. All adviser disciplinary records.
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Dimensional Fund Advisors Ltd. Form ADV Part 2A - Annual Amendment Dated March 24, 2026, filed Mar 24, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
General Description of Advisory Firm The principal business activities of Dimensional UK relating to this registration involve acting as sub-advisor or agent to its US parent, Dimensional Fund Advisors LP (“Dimensional US”), a US limited partnership which owns 100% of the outstanding shares of Dimensional UK and which serves as investment manager to various institutional clients including mutual fund and exchangetraded fund portfolios, separate accounts and collective trust funds. Dimensional UK’s subadvisory or agent services are with respect to such clients’ investments in non-US securities.
Read the rest of Item 4 (522 more words)
Dimensional UK is authorized and regulated by the Financial Conduct Authority (“FCA”) of the United Kingdom (“UK”) and pursuant to those FCA permissions also acts as the authorized corporate director of and investment manager to an open ended investment company organized in the UK, and acts as investment manager to certain other collective investment funds and institutional separate and sub-advised accounts. Except as otherwise indicated, the information provided in Form ADV relates to Dimensional UK’s registration in the United States and services to its US clients. Dimensional UK has been in business since December 19, 1990 and has been a registered investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”), since November 6, 1991. As of December 31, 2025, Dimensional UK managed approximately $355,160,831,256 on a discretionary basis. 1 Dimensional UK does not manage any assets on a non-discretionary basis. General Description of Advisory Services Dimensional UK manages equity and fixed income securities based on fundamental analysis: •
Dimensional UK believes that equity investing should involve a long-term view and a systematic focus on sources of expected returns, not on stock picking or market timing. In designing an equity investment portfolio, Dimensional UK generally emphasizes the longterm drivers of expected returns identified in its research, while balancing risk through broad diversification across companies, sectors and countries, as applicable.
•
Dimensional UK believes that fixed income investing should also involve a long-term view and a systematic focus on bond market risk and return, not on interest rate forecasting or market timing. In constructing a fixed-income investment portfolio, Dimensional UK generally seeks higher returns by systematically adjusting duration, credit quality, and currency of issuance.
Dimensional UK provides: (i) trading and other investment advisory services to Dimensional US in connection with Dimensional US’s management of five SEC-registered investment companies The assets reported above include assets that are attributable to funds-of-funds sub-advised by Dimensional UK that invest in underlying funds that are also sub-advised by Dimensional UK and whose assets are also included.
which comprise approximately 77 separate funds in aggregate (“US Dimensional Funds”); (ii) trading and other investment advisory services to Dimensional US in connection with Dimensional US’s management of separate account clients and other clients investing in non-US securities; and (iii) trade execution and related services to Dimensional US in connection with Dimensional US’s management of its other mutual fund clients, separate account clients, and other clients investing in non-US securities. Dimensional UK serves Dimensional US clients in a subadvisory or agency capacity. Dimensional UK may also from time to time provide information to its clients about the general behavior of certain securities markets. Such information may include summaries of performance of stock markets in the United Kingdom, Continental Europe, the United States and Japan, and of various sections within each market. Other Business Dimensional UK licenses software to intermediaries for use by defined contribution employee benefit plans. The license includes a tool that allows an intermediary, fiduciary or the plan to map groups of plan participants to a model allocation. Under this program, Dimensional UK does not act as an investment adviser, including to a plan or its participants.
Item 5. Fees and compensation
Sub-Advisory Fees For sub-advisory services provided to the US Dimensional Funds managed by Dimensional US, Dimensional UK receives a fee, which is typically payable by Dimensional US quarterly. The specific fees that Dimensional UK charges are set forth in a written sub-advisory agreement with Dimensional US and the US Dimensional Funds. No additional fee is payable to Dimensional UK by such clients. For sub-advisory services and other services provided to separate accounts of Dimensional US, Dimensional US may pay Dimensional UK quarterly fees up to the equivalent of certain of Dimensional UK’s expenses plus a percentage of expenses. Fees are negotiable and are not paid before services are provided.
Read the rest of Item 5 (78 more words)
Brokerage, Custodial and Other Expenses Dimensional UK’s fees are exclusive of brokerage commissions, custodial fees, and other transaction costs and expenses which the client incurs. However, for the US Dimensional Funds that are exchange-traded funds (“ETFs”), Dimensional US is responsible for substantially all ordinary fund operating expenses, including custodial fees, except for certain expenses, such as brokerage expenses, identified in the ETFs’ offering documents. See Item 12 of this Brochure for a discussion of Dimensional UK’s brokerage practices.
Item 6. Performance-based fees and side-by-side management
Dimensional UK does not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of the assets of a client). Allocation of Investment Opportunities Dimensional UK provides investment advisory and investment management services for many clients and may give advice and take action with respect to one client that differs from advice given or the timing or nature of action taken with respect to another client. It is Dimensional UK’s policy not to favor or disfavor any client or class of clients in the allocation of investment opportunities. To the extent practicable and subject to each portfolio’s investment guidelines, Dimensional UK will seek to allocate all investment opportunities among clients over time on a fair and equitable basis.
Read the rest of Item 6 (577 more words)
Dimensional UK allocates eligible investment opportunities across portfolios that it manages based on the following factors: a. incremental contribution to the desired characteristics of the overall portfolio; b. demand relative to target weight of the security within the portfolio compared to that of other portfolios; c. anticipated liquidity of the security; d. cash position of the portfolio; e. anticipated client cash flows in or out of the portfolio; and f. anticipated expenses associated with transacting in the security. The availability of certain investment opportunities is limited under various circumstances, including in certain local and emerging markets, and with respect to regulated industries. Additionally, in certain circumstances, Dimensional UK restricts, limits or reduces the amount of a portfolio’s investment in a security where holdings in such a security by a portfolio, or across portfolios in the aggregate, exceeds or would exceed regulatory or issuer ownership thresholds or would otherwise result in significant costs to, or administrative burdens on, portfolios, a client or Dimensional UK. For example, limitations exist if a position or transaction could require a regulatory filing or a license or other regulatory or corporate consent, which could, among other things, result in additional cost and disclosure obligations for, or impose regulatory restrictions on, portfolios, a client or Dimensional UK, or where exceeding a threshold is prohibited or may result in regulatory or other restrictions. Dimensional UK may also elect not to participate on behalf of certain clients in a particular investment opportunity if participation is subject to certain requirements, including legal or contractual provisions, obligations, terms, limitations, restrictions or consequences (including,
without limitation, requirements under applicable US federal securities laws, the laws of other jurisdictions or any related rules, orders, guidance or other authority applicable to Dimensional UK or its clients). Dimensional UK’s ability to invest in securities or portfolio companies on behalf of clients is impacted by US and foreign government orders or similar actions, which include sanctions or other measures (e.g., embargoes) taken by one or more countries, their respective government agencies or by an international organization. These measures can be aimed at restricting dealings of any kind with or involving another country, specific persons or securities such as those related to national security, legal entities, organizations or goods and may restrict future purchases of securities or require rapid divestment of securities. These measures can negatively impact the value of affected securities and portfolio companies as well as make it more difficult to divest affected securities. A government or one of its agencies can limit the amount of investment that is permitted to be made that is considered by that government to be made by a foreign investor. Restrictions on foreign investment can depend on the type of investor, such as whether the investor is considered a governmental entity or agency. Dimensional UK, in allocating investment opportunities, can consider a portfolio’s sensitivity to tracking error, and the availability of other appropriate or substantially similar investment opportunities for its portfolios. For example, a portfolio that is sensitive to tracking error may receive a greater allocation of a security that is in the index that is tracked by such portfolio as compared to a portfolio that is not sensitive to tracking error. When Dimensional UK allocates investment opportunities, it considers the factors described above, as applicable, and in certain circumstances some or all eligible portfolios will not receive a pro rata allocation, or any allocation. See also Item 12 relating to trade aggregation and allocation practices.
Item 7. Types of clients
As further described in Item 4, Dimensional UK provides sub-advisory services to Dimensional US, a registered investment adviser, primarily in connection with Dimensional US’s management of the US Dimensional Funds, and also certain institutional separate accounts.
Item 8. Methods of analysis, investment strategies and risk of loss
In its role as sub-advisor of funds and accounts managed by Dimensional US or as agent of Dimensional US, Dimensional UK will have primary responsibility for determining the best methods and timing of executing securities transactions in U.K. and Continental European securities in accordance with the investment decisions, selections and policies of Dimensional US and the respective clients.
Dimensional UK’s portfolio managers use a team approach to manage client assets. Dimensional UK’s sales staff and client service representatives discuss Dimensional UK’s investment philosophy, strategies, and performance, and review client reports, as well as discuss other clientrelated services offered by Dimensional UK. However, they do not formulate investment advice for potential or current clients.
Read the rest of Item 8 (13,999 more words)
Because the value of a client’s investment will fluctuate, there is the risk that a client will lose money. Clients should carefully review the risks of investing and be prepared to bear those risks, including the possible loss of the principal amount invested. General Investments Method of Analysis and Investment Strategies. Dimensional UK implements an integrated investment approach that combines research, portfolio design, portfolio management, and trading functions. Certain of Dimensional UK’s investment strategies are designed to emphasize longterm drivers of expected returns identified by Dimensional UK’s research, while balancing risk through broad diversification across companies, sectors and countries, as applicable. Dimensional US, Dimensional UK’s US parent company, also has consulting arrangements with several academics who provide expertise with respect to the investment strategies Dimensional US implements. Market Risk: Even a long-term investment approach cannot guarantee that a strategy will not lose money. Economic, market, environmental, political, and issuer-specific conditions and events will cause the value of securities, and the portfolio that owns them, to rise or fall. Markets are volatile, with periods of rising prices and periods of falling prices. Economies and financial markets throughout the world have become increasingly interconnected, which increases the likelihood that certain events or conditions in one region or country will adversely affect markets or issuers in other regions or countries. Strained relations between countries, including between the US and traditional allies and/or adversaries, could adversely affect US issuers as well as non-US issuers that rely on the United States for trade. Portfolio securities may be negatively impacted by inflation (or expectations for inflation), interest rates, global demand for particular products/services or resources, supply chain disruptions, natural disasters, pandemics, epidemics, terrorism, war, military confrontations, trade disputes, cyber attacks, changes in trade regulations, elevated levels of government debt, internal unrest and discord, economic sanctions, tariffs, regulatory events and governmental or quasi-governmental actions, among others. General Market and Geopolitical Risk: The value of a portfolio’s securities can change daily due to economic and other events that affect market prices generally, as well as those that affect particular regions, countries, industries, markets or issuers. Natural and environmental disasters, including weather-related phenomena, also can be highly disruptive to economies and markets and can adversely affect individual issuers, sectors, industries, markets, countries, regions, currencies,
interest and inflation rates, credit ratings, and investor sentiment. The occurrence of US and global events (e.g., natural disasters, virus epidemics, social and political discord, and terrorist attacks) may result in market volatility and/or overall market uncertainty or reduced liquidity with respect to particular issuers, countries or regions, and may have long-term effects on both the US and global economies and financial markets. Such events could occur in any jurisdiction in which a portfolio invests, leading to changes in regional and global economic conditions and cycles that may have a negative impact on a portfolio’s investments. The negative impacts may be particularly acute in certain sectors, countries, or regions. The timing and duration of any such events cannot be predicted. The risks associated with such events may be greater in developing or emerging market countries, many of which have less developed political, financial, healthcare, and/or emergency management systems. In addition, a widespread health crisis, such as an epidemic or global pandemic (such as COVID19) can result, at times, in market closures, market volatility, liquidity constraints and increased trading costs. Efforts to contain the spread of a global pandemic can result in global travel restrictions and disruptions of healthcare systems, business operations and supply chains, layoffs, reduced consumer demand, defaults and credit rating downgrades, and other significant economic impacts. The effects of global pandemics can impact global economic activity and may heighten pre-existing political, social and economic risks, domestically or globally. Deteriorating economic fundamentals may in turn increase the risk of default or insolvency of particular companies, negatively impact market value, increase market volatility, cause credit spreads to widen, and reduce liquidity. The full impact and duration of future epidemics and global pandemics is unpredictable and could adversely affect a portfolio’s performance and Dimensional UK’s management of a client’s account. Fund of Funds Risk: The investment performance of a portfolio that is a fund-of-funds is affected by the investment performance of the underlying funds in which the portfolio invests. The ability of the portfolio to achieve its investment objective depends on the ability of the underlying funds to meet their investment objectives and on Dimensional UK’s decisions regarding the allocation of the portfolio’s assets among the underlying funds. The portfolio may allocate assets to an underlying fund or asset class that underperforms other funds or asset classes. There can be no assurance that the investment objective of the portfolio or any underlying fund will be achieved. When the portfolio invests in underlying funds, investors are exposed to a proportionate share of the expenses of those underlying funds in addition to the expenses of the portfolio. Through its investments in underlying funds, the portfolio is subject to the risks of the underlying funds’ investments. Investment in Collective Investment Schemes: A portfolio may invest in one or more collective investment schemes. As a shareholder of a collective investment scheme, a portfolio would bear, along with other shareholders, its pro rata portion of the expenses of the other collective investment scheme, including management and/or other fees (excluding subscription or redemption charges). These fees would be in addition to the fees payable to the investment manager and other expenses which a portfolio bears directly.
Some of the collective investment schemes that a portfolio may invest in may in turn invest in financial derivative instruments which will result in the portfolio being indirectly exposed to the risks associated with such financial derivative instruments. The portfolio will not have an active role in the day-to-day management of the collective investment scheme in which it invests. Moreover, the portfolio will generally not have the opportunity to evaluate the specific investments made by any underlying collective investment scheme before they are made. Accordingly, the returns of the portfolio will primarily depend on the performance of these unrelated underlying fund managers and could be adversely affected by the unfavorable performance of such underlying fund managers. Securities Lending Risk: Securities lending involves the risk that the borrower may fail to return the securities in a timely manner or at all. As a result, a portfolio may lose money and there may be a delay in recovering the loaned securities. The portfolio could also lose money if it does not recover the securities and/or the value of the collateral falls, including the value of investments made with cash collateral. Securities lending also may have certain adverse tax consequences. Non-US Issuers and Currencies Risk: Portfolios may acquire and sell securities issued by non-US governments and companies organized in non-US countries. There are substantial risks associated with investing in the securities issued by governments and companies located in, or having substantial operations in, foreign countries, which are in addition to the risks inherent in US investments. In many foreign countries there is less government supervision and regulation of stock exchanges, brokers, and listed companies than in the US, which may result in greater potential for fraud or market manipulation. There is also the risk of substantially more government involvement in the economy in foreign countries as well as the possible arbitrary and unpredictable enforcement of securities regulations and other laws, which may limit the ability of a portfolio to invest in securities issued by foreign governments. Dimensional determines markets authorized for investment (“approved markets”) and then, in its discretion, whether and when to invest an account’s assets in an approved market. In making these determinations, Dimensional has discretion to take into account a number of factors, including, among other things: the classification of a market by recognized global index providers; market liquidity; relative availability of information to investors; government regulation, including fiscal and foreign exchange repatriation rules; the availability of other access to these markets; clearing and settlement processes; taxes, fees, duties, and other costs of transacting in the market; and observance of property rights. Dimensional may have clients based in an approved market, including for example a country’s sovereign wealth fund, which could incentivize Dimensional to approve a market for investment; however, in making approved market determinations, Dimensional will seek to base its decision on Dimensional’s then-current understanding of the types of market related information outlined above, and whether Dimensional considers the market appropriate for investment considering its duties.
Significantly, there is the possibility of cessation of trading on foreign exchanges, expropriation, nationalization of assets, confiscatory or punitive taxation, withholding and other foreign taxes on income or other amounts, foreign exchange controls (which may include suspension of the ability to transfer currency from a given country), restrictions on removal of assets, political or social instability, military action or unrest, or diplomatic developments. There is no assurance that Dimensional UK will be able to anticipate these potential events. In addition, if the base currency of a portfolio is the US dollar, the value of securities denominated in foreign currencies and of dividends and interest paid with respect to such securities will fluctuate based on the relative strength of the US dollar. Foreign currency risk includes the possibility that a foreign government will convert, or be forced to convert, its currency to another currency, changing its value against the US dollar. A portfolio may seek to hedge foreign currency risk, but relevant hedging techniques may not be available or may be limited, and there is no assurance that such techniques will be successful. Depositary receipts, such as American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”), and other interests that represent shares of foreign securities are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted. For some depositary receipts, the custodian or similar financial institution that holds the issuer’s shares in a trust account is located in the issuer’s home country. In these cases if the issuer’s home country does not have developed financial markets, a portfolio could be exposed to the credit risk of the custodian or financial institution and greater market risk. In addition, the depository institution may not have physical custody of the underlying securities at all times and may charge fees for various services. A portfolio may experience delays in receiving its dividend and interest payments or exercising rights as a shareholder. There may be an increased possibility of untimely responses to certain corporate actions of the issuer in a depositary receipt program. The underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are also under no obligation to distribute shareholder communications to the holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities. Accordingly, depositary receipts that are not sponsored by the issuer may be less liquid, there may be less public information available about the issuer and there may not be a correlation between this information and the market value of the depositary receipts. The continuing military conflict between Ukraine and the Russian Federation has resulted in the imposition of economic sanctions and tariffs (or the threat thereof), and in significant volatility and uncertainty in financial markets and other industries. The ongoing war between Russia and Ukraine and conflicts in the Middle East also increase the risk that the conflict may broaden to other countries and severely impact the global markets, including by disrupting trade and supply chains, potentially affecting businesses with exposure to these regions. These and any related events could significantly impact a portfolio’s performance and the value of an investment, even if the portfolio does not have direct exposure to affected issuers. In particular, heightened conflict in the Middle East may create potential energy-supply disruptions, particularly through the Strait
of Hormuz. A prolonged or wider conflict could increase downside risks disrupting global energy supplies for a sustained period, raising recession risk. Additionally, the impact of the conflict on Russian ADRs and GDRs is difficult to ascertain. Foreign issuers may not be subject to uniform accounting, auditing and financial reporting standards and there may be less publicly available, reliable and current financial and other information about such issuers, as compared to US issuers. Certain countries’ legal institutions, financial markets, and services are less developed than those in the US or other major economies. A portfolio may have greater difficulty voting proxies, exercising shareholder rights, securing dividends and/or interest and obtaining information regarding corporate actions on a timely basis, pursuing legal remedies, and obtaining judgments with respect to foreign investments in foreign courts as compared to domestic issuers in US courts. The costs associated with foreign investments, including withholding taxes, brokerage commissions, and custodial costs, are generally higher than with US investments. To the extent that a portfolio invests a significant portion of its assets in a specific geographic region or country, the portfolio will have more exposure to economic risks related to such region or country than a portfolio with investments that are more geographically diversified. In addition, economies of some emerging market countries may be based on only a few industries and may be highly vulnerable to changes in local or global trade conditions. Foreign markets also can have substantially less trading volume than the US markets and securities of some foreign issuers are less liquid and more volatile than securities of comparable US issuers. A portfolio, therefore, may encounter difficulty in obtaining market quotations for purposes of valuing its portfolio assets or calculating its net asset value, as applicable. The imposition of sanctions, exchange controls (including repatriation restrictions), confiscations, trade restrictions (including tariffs) and other government restrictions by the US, other nations or other governmental entities (including supranational entities) with respect to certain countries or issuers in various sectors of certain foreign countries could limit a portfolio’s investment opportunities, impairing the portfolio’s ability to invest in accordance with its investment strategy and/or to meet its investment objective, as well as adversely impacting the value of the impacted investments. The type and severity of sanctions and other similar measures, including counter sanctions and other retaliatory actions, which may be imposed could vary broadly in scope, and their impact is impossible for Dimensional UK to predict. Such developments could contribute to the devaluation of a country’s currency, a downgrade in the credit ratings of issuers in such country, or a decline in the value and liquidity of securities of issuers in that country. An imposition of sanctions upon, or other government actions impacting, certain countries or issuers could result in: (i) an immediate freeze on certain securities, impairing the ability of a portfolio to buy, sell, receive or deliver those securities; (ii) other limitations on a portfolio’s ability to invest or hold such securities; or (iii) with respect to depositary receipts, if the sponsor or depositary bank is required to terminate a depositary receipt program, a portfolio holding only a right to a pro rata share of the proceeds from the future sale of the underlying securities held by the depositary bank.
Emerging Markets Risk: Securities of issuers associated with emerging market countries, including, but not limited to, issuers that are organized under the laws of, maintain a principal place of business in, derive significant revenues from, or issue securities backed by the government (or, its agencies or instrumentalities) of emerging market countries are subject to all of the risks of foreign investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets. These risks include, but are not limited to (i) social, political and economic instability; (ii) government intervention, including in securities or currency, and government policies or regulations that may restrict a portfolio’s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to an emerging market country’s national interests; (iii) less transparent and established taxation policies; (iv) less developed legal systems which may limit the rights and remedies available to a portfolio against an issuer and with respect to the enforcement of private property rights and/or redress for injuries to private property; (v) the lack of a capital market structure or market-oriented economy which could limit reliable access to capital; (vi) higher degree of corruption and fraud and potential for market manipulation; (vii) counterparties and financial institutions with less financial sophistication, creditworthiness and/or resources as those in developed foreign markets; (viii) the possibility that the process of easing restrictions on foreign investment occurring in some emerging market countries may be slowed or reversed by unanticipated economic, political or social events in such countries, or the countries that exercise a significant influence over those countries; and (ix) differences in regulatory, accounting, auditing, and financial reporting and recordkeeping standards that could impede Dimensional UK’s ability to evaluate issuers. In addition, many emerging market countries have experienced substantial, and during some periods, extremely high rates of inflation, for many years. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of these countries. Moreover, the economies of some emerging market countries may differ unfavorably from the US economy in such respects as growth of gross domestic product, currency depreciation, debt burden, capital reinvestment, resource self-sufficiency and balance of payments position. A portfolio may have limited access to, or there may be a limited number of, potential counterparties that trade in the securities of emerging market issuers. Potential counterparties may not possess, adopt or implement creditworthiness standards, financial reporting standards or legal and contractual protections similar to those in developed foreign markets. Currency and other hedging techniques may not be available or may be limited. The local taxation of income and capital gains accruing to nonresidents varies among emerging market countries and may be comparatively high. Emerging market countries typically have less well-defined tax laws and procedures and such laws may permit retroactive taxation so that a portfolio could in the future become subject to local tax liabilities that had not been anticipated in conducting its investment activities or valuing its assets. Custodial services and other investment-related costs in emerging market countries are often more expensive, compared to developed foreign markets and the US,
which can reduce a portfolio’s income from investments in securities or debt instruments of emerging market country issuers. Some emerging market currencies may not be internationally traded or may be subject to strict controls on foreign investment by local governments as well as restrictions on currency conversions and limits on repatriation of invested capital. The result can be undervalued or overvalued currencies and associated difficulties with the valuation of assets, including a portfolio’s securities, denominated in that currency. Future restrictive exchange controls could prevent or restrict a company’s ability to make dividend or interest payments in the original currency of the obligation (usually US dollars). In addition, even though the currencies of some emerging market countries may be convertible into US dollars, the conversion rates may be different than the actual market values and may be adverse to a portfolio’s shareholders. Frontier market countries generally have smaller economies or less developed capital markets and, as a result, the risks of investing in emerging market countries are magnified in frontier market countries. Middle East Investments Risk: Many Middle Eastern countries have histories of political and military unrest, social instability, and financial troubles, and their markets should be considered extremely volatile. Many of these countries tend to be highly reliant on exporting oil and other commodities so their economies can be significantly impacted by fluctuations in commodity prices and the global demand for certain commodities. China Investments Risk: Investments in China-based issuers or those associated with the country, such as those with operations there or deriving revenue from local operations, can be subject to considerable degrees of economic, political and social instability. The Chinese government has historically exercised substantial control over China’s economy and financial markets. Although economic reforms have recently liberalized trade policy and reduced government control, changes in these policies could adversely affect Chinese companies or investments in those companies. Changes in government policy could also substantially affect the value of China’s currency relative to the US dollar. Investments in Chinese companies may become subject to additional restrictions as the result of changes in US or Chinese government policies and geopolitical tension between China and the US or other trading partners, including purchase and/or investment restrictions, tariffs, or sanctions. The Chinese economy is highly dependent on exporting products and services and could experience a significant slowdown if there is a reduction in global demand for Chinese exports or as the result of trade tensions with the US or other key trading partners. As a result of different legal standards, there is a risk of being unable to enforce rights with respect to holdings in Chinese securities and the information about Chinese securities may be less reliable or complete. Chinese companies with securities listed on US exchanges may be delisted if they do not meet US accounting standards and auditor oversight requirements, which could significantly decrease the liquidity and value of those securities.
Stock Connect (Connect Program) is a mutual market access program through which investors in Mainland China and Hong Kong can trade and settle shares listed on the other market via the stock exchanges and clearing houses in their home market. Connect Programs are subject to quota limitations, and an investor cannot purchase and sell the same security on the same trading day, which may restrict a portfolio’s ability to invest in China A-shares through the Connect Programs and to enter or exit trades on a timely basis. Only certain China A-shares are eligible to be accessed through the Connect Programs. Such securities may lose their eligibility at any time, in which case they could be sold, but could no longer be purchased through the Connect Programs. Because the Connect Programs are relatively new, the actual effect on the market for trading China A-shares with the introduction of large numbers of foreign investors is unknown. Investments in China Ashares may not be covered by the securities investor protection programs of a participating exchange and, without the protection of such programs, will be subject to the risk of default by the broker. Because of the way in which China A-shares are held in a Connect Program, the portfolios may not be able to exercise the rights of a shareholder and may be limited in its ability to pursue claims against the issuer of a security. Chinese companies, particularly those engaged in exportoriented businesses, may be adversely impacted by trade or political disputes with China’s major trading partners, including the US. In addition, the Chinese government may actively attempt to influence the operation of Chinese markets through currency controls, direct investments, limitations on specific types of transactions (such as short selling), limiting or prohibiting investors (including foreign institutional investors) from selling holdings in Chinese companies, or other similar action. Chinese-based operating companies sometimes rely on variable interest entity (VIE) structures (typically offshore entities that enter into contractual arrangements with the China-based company) to raise capital from non-Chinese investors, even though such arrangements are not formally recognized under Chinese law. Under a VIE structure, a portfolio will own shares of the offshore entity and typically have little or no ability to influence the China-based operating company through proxy voting or other means because it is not an owner or shareholder of the China-based operating company. There is no guarantee that the Chinese government or a Chinese regulator will not otherwise interfere with the operation of VIE structures, which could adversely affect the Chinese operating company's performance, the enforceability of the offshore entity's contractual arrangements with the Chinese operating company and the value of the offshore entity's shares. Political, United Kingdom and European Market Related Risks: Portfolios that have significant exposure to certain countries can be expected to be impacted by the political and economic conditions within such countries, including the continued impact of the United Kingdom’s (UK) exit from the European Union (EU) (“Brexit”) on January 31, 2020. Following the end of the transition period on December 31, 2020, EU rules ceased to apply in the UK. Although the terms of the UK’s future relationship with the EU were agreed in a Trade and Cooperation Agreement (Agreement) signed on December 30, 2020, the Agreement does not include an agreement on financial services and as a result, UK firms in the financial sector have more limited access to the EU market than prior to Brexit and EU firms similarly have more limited access to the UK, owing to the loss of passporting rights under applicable EU and UK legislation. Alternative arrangements
and structures may allow for the provision of cross-border marketing and services between the EU and UK, but these are subject to legal uncertainty and the risk that further legislative and regulatory restrictions could be imposed in the future. As a result of the onshoring of EU legislation in the UK, UK firms are currently subject to many of the same rules and regulations as prior to Brexit. However, the UK government has begun the process of revising certain areas of onshored EU legislation as part of UK financial services legislation and regulation, which could result in substantive changes to regulatory requirements in the UK. It remains to be seen to what extent the UK may elect to diverge from the current EUinfluenced regime over time, either by actively legislating to replace onshored EU rules or by passively not implementing or mirroring EU legislative changes. It is possible that the EU may respond to UK initiatives by restricting third country access to EU markets. In addition, if one or more other countries were to exit the EU or abandon the use of the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and unpredictably. Other economic challenges facing the region include high levels of public debt, significant rates of unemployment, aging populations, and heavy regulation in certain economic sectors. European policy makers have taken unprecedented steps to respond to the economic crisis and to boost growth in the region. While certain measures have been proposed and/or implemented within the UK and EU which are designed to minimize disruption in the financial markets, it is not currently possible to determine whether such measures will achieve their intended effects, which could negatively affect the value of a portfolio’s investments. While a period of political, regulatory and commercial uncertainty continues, there remains a risk that Brexit may negatively impact the provision of sub-advisory services by Dimensional UK to Dimensional US. Mexico Investments Risk: Investments in Mexico may be subject to a greater degree of economic, political, and social instability, which may result from among other things, wide-scale economic or political crises. There have been several economic crises in the past three decades in Mexico. Those economic crises were followed by inflationary inertia and exchange rate devaluation and affected the population by reducing their income. Recent political developments in the US have potential implications for the current trade arrangements between the US and Mexico, which could negatively affect the value of securities. Moreover, in recent years, Mexico was downgraded by each of the three major credit rating agencies. There can be no assurances that Mexico’s credit ratings will be maintained or that they will not be downgraded, suspended or cancelled. Any recent or future downgrades could adversely affect the Mexican economy and, consequently, the investments in Mexico. The social and political situation in Mexico could adversely affect the Mexican economy, which in turn could have a material adverse effect on the value of investments in Mexico. Cybersecurity Risk: The use of the internet, technology and information systems by a portfolio as well as its service providers exposes the portfolio to potential risks linked to cybersecurity breaches of those technological or information systems. Cybersecurity breaches, amongst other things, could allow an unauthorized party to gain access to proprietary information, customer data, or
portfolio assets, or cause the portfolio, its service providers and/or its counterparties to suffer data corruption, data inaccessibility, data loss or to lose operational functionality. Dimensional UK’s operations are subject to similar risks, including because of incidents that may occur at Dimensional UK’s business service providers or counterparties. Cybersecurity risks can result in financial losses to Dimensional UK and its clients. Additionally, cybersecurity risks may be correlated with other risks such as political risk, geopolitical risk, risks related to artificial intelligence, and sanctions risk, which can increase the likelihood and/or severity of cyber attacks. A cybersecurity incident, either at Dimensional UK or a third or fourth party, could limit Dimensional UK’s ability to manage portfolios or transact on their behalf. Incidents could also result in delays to or mistakes in materials provided to clients. Dimensional UK has controls designed to measure, detect, and defend against risks associated with cybersecurity, but there is no guarantee that those measures will be effective because of certain limitations, including that Dimensional UK cannot control the rate of occurrence, or severity of, external threats, or the design or effectiveness of cybersecurity defenses or plans of its service/software providers, counterparties, financial intermediaries and companies in which Dimensional UK invests on behalf of clients. A cybersecurity incident can result in compliance, legal and remediation costs and could also result in financial and reputational harm. Artificial Intelligence: Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to Dimensional UK, its clients and/or their portfolio investments. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which our clients invest, and also may make existing technologies obsolete, and any such changes could create new and unpredictable operational, legal and/or regulatory risks. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect Dimensional UK and its clients, their portfolio investments, and their respective operations. Additionally, Dimensional UK, its clients and their portfolio investments could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to Dimensional UK, use AI Technologies in their business activities. Dimensional UK will not be able to control the implementation of AI Technologies in third-party products or services. Additionally, Dimensional UK reserves the right to use AI Technologies in connection with its business activities, including to support its due diligence and investment activities. AI Technologies are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies or biases in this data could lead to errors that negatively affect Dimensional UK’s decision-making and investment processes. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on Dimensional UK, its clients and/or their portfolio investments. Operational Risk: Dimensional UK and the portfolios are exposed to operational risks such as the risk of human error or failures in systems, technology or processes, either internally or at third
parties, and the use of artificial intelligence and machine learning. Dimensional UK’s business operations can be impacted, in part, by software or hardware malfunctions, viruses, cyber attacks, ransomware, glitches, process errors, connectivity loss, system failures, or the misuse of artificial intelligence tools such as generative large language models. Various operational events or circumstances are beyond Dimensional UK’s control, including occurrences at third parties, and can include human errors or events in part caused by changes in personnel, system changes, or faults in communication or technology failures. These circumstances, including systems failures and malfunctions, could cause disruptions and negatively impact a portfolio’s service providers and a portfolio’s operations, potentially including impediments to trading portfolio securities. Increased use of and reliance on systems, technology or processes, both internally and at third or fourth parties, can cause portfolios and Dimensional UK to be more susceptible to operational and system risks, including the cybersecurity risk addressed above. To the extent a trading counterparty uses algorithms to implement orders from Dimensional UK, and such algorithms are incorrect, incomplete or corrupted, any decisions or investments made in reliance thereon expose portfolios to additional risks, including losses. Dimensional UK seeks to minimize operational risks and related risks through controls and oversight, but there is no guarantee that those measures will be effective, including because Dimensional UK does not control operational risk management at third parties. There are inherent limitations in such controls (including the possibility that contingencies have not been anticipated and procedures do not work as intended) and under some circumstances, Dimensional UK and any third-party service providers could be prevented or hindered from providing services to a portfolio for extended periods of time. There may also be failures or instances that cause losses to a portfolio or impact Dimensional UK’s or a third party’s functions. Unless otherwise agreed in writing with a client, Dimensional UK typically will not be responsible for errors caused by Dimensional UK’s reasonable reliance on third parties, such as brokers, custodians, agents, administrators, technology providers, data sources and other providers, and data or information such third parties provide or fail to provide. Negative global events can disrupt the operations and processes of any of the service providers for a fund or account. Such events could cause uncertainty in business and market operations, potentially impacting the ability to trade securities and clear and settle transactions as well as causing business uncertainty and closures, supply chain and travel interruptions, the need for personnel and vendors to work at external locations, and extensive medical absences. Not all events that could affect business operations and/or the markets can be determined and addressed in advance. Negative global events, in some cases, could constitute a force majeure event under contracts with service providers or contracts entered into with counterparties for certain transactions. Liquidity Risk: Liquidity risk exists when particular portfolio investments are difficult to purchase or sell. To the extent that the portfolio holds illiquid investments, the portfolio’s performance may be reduced due to an inability to sell the investments at opportune prices or times. Liquid portfolio investments may become illiquid or less liquid after purchase by the portfolio due to low trading
volume, adverse investor perceptions, credit tightening and/or other market developments. Liquidity risk includes the risk that the portfolio will experience significant net redemptions at a time when it cannot find willing buyers for its portfolio securities or can only sell its portfolio securities at a material loss or at increased costs. Liquidity risk can be more pronounced in periods of market turmoil or in situations where ownership of shares of the portfolio are concentrated in one or a few investors. Investments that are illiquid or that trade in lower volumes may be more difficult to value. Tax-Management: Tax-management strategies may alter investment decisions and affect portfolio holdings, when compared to those of non-tax managed portfolios. Tax managed strategies may experience style-drift given the extent of permitted gains allowed in a portfolio, or the amount of tax loss harvesting. Dimensional UK anticipates that performance of such portfolios may deviate from that of non-tax managed portfolios. Although Dimensional UK intends to manage taxmanaged portfolios in a manner that considers the effects of the realization of capital gains and taxable dividend income each year, such portfolios may nonetheless distribute taxable gains and dividends to their shareholders. Social Investment/Sustainability Consideration Investment and Environmental, Social and Governance Risk: Clients may elect to invest in portfolios with social issue screens or sustainability considerations. These portfolios with social issue screens or sustainability considerations may limit the number of investment opportunities available to such portfolios, reduce a portfolio’s exposure to particular securities and/or overweight particular securities. As a result, at times, such a portfolio may produce lower returns than portfolios that are not subject to special investment conditions. The social issue screen and sustainability considerations may also cause a portfolio’s industry allocations to deviate from those of funds without these screens or considerations and of conventional benchmarks. For example, a social issue screened portfolio may decline to purchase securities when it is otherwise advantageous to do so, or the portfolio may sell certain securities for social reasons when it is disadvantageous to do so. Similarly, a portfolio with sustainability considerations may decline to purchase, or underweight its investment in, certain securities due to sustainability considerations when other investment considerations would suggest that a more significant investment in such securities would be advantageous. Such portfolios may also overweight their investment in certain securities due to sustainability considerations when other investment considerations would suggest that a lesser investment in such securities would be advantageous. In addition, such portfolios may sell or retain certain securities due to sustainability considerations when it is otherwise disadvantageous to do so. Together with its affiliates, Dimensional UK generates its own proprietary data and also engages third-party service providers to monitor and/or provide data with respect to social issue screens, and to provide research, ratings and other information relating to sustainability considerations of securities in a portfolio. Dimensional UK may not be able to assess the sustainability of each company with securities eligible for purchase. For example, Dimensional UK may not be able to assess all of the sustainability considerations for each company because the third party service providers may not have data on the entire universe of companies with securities considered by
Dimensional UK for a portfolio, or may not have information with respect to each factor considered as a sustainability consideration. “Sustainability” is not uniformly defined, and there are significant differences in interpretations of what it means for a company to meet sustainability criteria. A portfolio’s exposure to companies, industries and sectors of the market may be affected by sustainability data obtained that may be inaccurate and Dimensional UK’s assessment of a company’s sustainability may differ from assessments made by other funds, managers, or investors. As a result, there is no guarantee that a portfolio’s investments will reflect the sustainability considerations of any particular investor. Similarly, there is no guarantee that investments of a portfolio that applies social issue screens will reflect the social considerations of any particular investor. Furthermore, as part of Dimensional UK’s risk management process, Dimensional UK monitors securities in its eligible equity universe for reports of potential involvement in significant controversies, including ESG-related controversies. If Dimensional UK believes that a controversy may have a material impact on a portfolio company’s financials, Dimensional UK may temporarily exclude securities issued by that company from further purchase in both Dimensional UK’s equity and fixed income strategies. Dimensional UK may also refer the portfolio company to its Investment Stewardship Group for engagement where appropriate for a particular investment strategy. Dimensional UK may use third party tools to assist in filtering news focused on environmental, social and governance issues. Portfolio companies that are identified through this process are escalated to the members of Dimensional UK’s and certain affiliates’ portfolio management team for further evaluation. After review, if the portfolio management team determines that an issuer’s future financial data is likely to be significantly impacted, the issuer may be underweighted, temporarily excluded from further investment, or divested from a portfolio. As a result, a portfolio’s exposure to particular securities may be impacted and the portfolio may produce lower returns than portfolios that do not undertake this monitoring for significant controversies and the returns of such portfolios may deviate from the returns of a conventional benchmark. Additionally, portfolios that incorporate sustainability or social considerations in their design may apply additional, strategy-specific considerations. Data Source Risk: Dimensional UK uses a variety of data in connection with managing portfolios and evaluating securities, and the quality of the resulting analysis or implementation depends on a number of factors, including the accuracy and timeliness of data inputs. When such data is incorrect or incomplete, a portfolio can be negatively impacted, such as when incorrect data is entered into an otherwise accurate investment process or system, or when Dimensional UK’s securities analysis is affected by incorrect information. Dimensional UK cannot guarantee that third-party data is accurate and, unless otherwise agreed in writing with a client, is typically not responsible for errors caused by reasonable reliance on third-party data sources. Tax Risk: Dividends, interest and other amounts payable (including, without limitation, principal amounts) with respect to financial instruments and other funds may be subject to taxes, including withholding taxes. The effect of taxation will reduce the return on the relevant financial instrument.
Where tax is withheld (which may be effected by a tax authority in another jurisdiction), it may be possible to recover the amount withheld or otherwise offset part or all of the amount withheld against total tax liability. However, there can be no assurance that any such recovery will be successful. The location of the custodian (or its nominee) may also impact the tax treatment and (where applicable) the process for recovery of tax withheld. Tax laws and regulations, and their interpretation and application, may change from time to time, including with retroactive effect. As a result of such changes, investors might incur unanticipated tax liabilities and/or may lose tax benefits previously attaching to particular financial instruments. As a result, the actual investment return may differ (potentially, significantly) from the expected return. Dimensional UK is not responsible for providing tax advice and is not responsible for and provides no guarantee or assurance with respect to the tax treatment of any financial instrument. Bail-in Risk: This is the risk that the financial instruments of certain issuers, including banking institutions, building societies, investment firms and certain banking group companies, may be subject to action taken by governmental, banking and/or other regulatory authorities, for example to address banking crises pre-emptively, whether or not the express terms of such financial instruments anticipate such action. The relevant authorities may have broad discretion on the action they may take and their powers may be extended in response to particular events. Examples of the action they may be able to take could include the following: (a) the reduction, including to zero, of the principal of the fixed income instruments of such issuers; (b) the conversion of such fixed income instruments into equity securities or other instruments of ownership (resulting in the dilution of ownership interests of existing shareholders); (c) the variation of the terms, including with respect to maturity, of such fixed income instruments; and (d) shareholders being divested of their shares. Corporate Actions Risk: Dimensional UK generally determines whether a portfolio should elect on or otherwise attempt to participate in a corporate action based on a variety of factors, including the stated or expected value of the corporate action and restrictions placed on participation by the subject company or its agents or intermediaries (e.g., restrictions regarding shareholders in certain jurisdictions). In its determination, Dimensional UK will consider the uncertainty of successful participation or other risks, such as the lack of timely notice or reliable information for the corporate action or risks in connection with the procedure, certifications, documentation or warranties that may be required. Where relevant, Dimensional UK can review risks presented by a corporate action against the other options available to a portfolio (e.g., selling rights or exiting the position in the subject company). Dimensional UK cannot ensure that a portfolio will participate in each corporate action for which a portfolio is eligible, for reasons such as lack of timely notice or reliable information. The ability for Dimensional UK to elect on corporate actions
is subject to operational limitations and risks, such as the risk of human error or failures in systems, technology or processes, either internally or at third parties. Non-Diversification Risk: To the extent a portfolio invests its assets in a smaller number of issuers than a more diversified portfolio, gains or losses on a single security may have a greater impact on the portfolio’s value and the portfolio may be subject to greater volatility. Equity Investments Method of Analysis and Investment Strategies. Dimensional UK believes that equity investing should involve a long-term view and a systematic focus on sources of expected returns, not on stock picking or market timing. In constructing an equity investment portfolio, Dimensional UK generally identifies a broadly diversified universe of eligible securities with defined risk and return characteristics. It then places priority on efficiently managing portfolio turnover and keeping trading costs low. Generally, Dimensional UK does not intend to purchase or sell securities for investment portfolios based on prospects for the economy, the securities markets, or the individual issuers whose shares are eligible for purchase. Small and Mid-Cap Company Risk: Securities of small and mid-cap companies are often less liquid than those of large companies and this could make it difficult to sell a small or mid-cap company security at a desired time or price. As a result, small and mid-cap company stocks may fluctuate relatively more in price. In general, small- and mid-cap companies are also more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources. Value Investment Risk: Value stocks may perform differently from the market as a whole and an investment strategy purchasing these securities may cause a portfolio to at times underperform equity funds that use other investment strategies. Value stocks can react differently to political, economic, and industry developments than the market as a whole and other types of stocks. Value stocks also may underperform the market for long periods of time. Profitability Investment Risk: High relative profitability stocks may perform differently from the market as a whole and an investment strategy purchasing these securities may cause a portfolio to at times underperform equity funds that use other investment strategies. Growth Investment Risk: Growth stocks may perform differently from the market as a whole and an investment strategy purchasing these securities may cause a portfolio to at times underperform equity funds that use other investment strategies. Risks of Concentrating in the Real Estate Industry: Portfolios that concentrate in the real estate industry will be exposed to the general risks of direct real estate ownership. The value of securities in the real estate industry can be affected by changes in real estate values and rental income, property taxes, and tax and regulatory requirements. In addition, the value of securities in the real
estate industry may decline with changes in interest rates. Investing in real estate investment trusts (“REITs”) and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax free pass-through of income. Many foreign REIT-like entities are deemed for tax purposes to be passive foreign investment companies (PFICs), which could result in the receipt of taxable dividends to shareholders at an unfavorable tax rate. Also, because REITs and REIT-like entities typically are invested in a limited number of properties or in a particular market segment, these entities are more susceptible to adverse developments affecting a single property or market segment than more broadly diversified investments. The performance of a portfolio concentrated in the real estate industry may be materially different from the broad equity market. Country/Region Market Risk: The performance of portfolios that concentrate investments in a single country or region is expected to be closely tied to the social, political, regulatory, economic, business, and environmental conditions within such country or region and may be more volatile than the performance of portfolios with more geographically diverse investments. Fixed-Income Investments Method of Analysis and Investment Strategies. Dimensional UK believes that fixed income investing should involve a long-term view and a systematic focus on bond market risk and return, not on interest rate forecasting or market timing. In constructing a fixed-income investment portfolio, Dimensional UK generally identifies a broadly diversified universe of eligible securities with defined maturity ranges and credit quality characteristics. Dimensional UK will then seek to purchase a broad and diverse portfolio of securities meeting these credit quality standards. Interest Rate Risk: Fixed income securities are subject to interest rate risk because the prices of fixed income securities tend to move in the opposite direction of interest rates. When interest rates rise, fixed income security prices fall. During periods of very low or negative interest rates, a portfolio may be subject to a greater risk of rising interest rates. When interest rates fall, fixed income security prices rise. In general, fixed income securities with longer maturities are more sensitive to changes in interest rates. Credit Risk: Credit risk is the risk that the issuer of a security may be unable to make interest payments and/or repay principal when due. A downgrade to an issuer’s credit rating or a perceived change in an issuer’s financial strength may affect a security’s value, and thus, impact the performance of a portfolio holding such securities. Government agency obligations have different levels of credit support and, therefore, different degrees of credit risk. Securities issued by agencies and instrumentalities of the US Government that are supported by the full faith and credit of the United States, such as the Federal Housing Administration and Ginnie Mae, present little credit risk. Other securities issued by agencies and instrumentalities sponsored by the US Government that are supported only by the issuer’s right to borrow from the US Treasury, subject to certain
limitations, and securities issued by agencies and instrumentalities sponsored by the US Government that are backed by the credit of the issuing agencies, such as Freddie Mac and Fannie Mae, are subject to a greater degree of credit risk. US government agency securities issued or guaranteed by the credit of the agency may still involve a risk of non-payment of principal and/or interest. Credit risk is greater for fixed income securities with ratings below investment grade (e.g., BB+ or below by S&P or Fitch, or Ba1 or below by Moody’s). Fixed income securities that are below investment grade involve high credit risk and are considered speculative. Below investment grade fixed income securities may also fluctuate in value more than higher quality fixed income securities and, during periods of market volatility, may be more difficult to sell at the time and price the portfolio desires. Income Risk: Income risk is the risk that falling interest rates will cause a portfolio’s income to decline because, among other reasons, the proceeds from maturing short-term securities in its portfolio may be reinvested in lower-yielding securities. Foreign Government Debt Risk: Foreign government debt risk is the risk that (a) the governmental entity that controls the repayment of government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due, due to factors such as political considerations, the relative size of the governmental entity’s debt position in relation to the economy, cash flow problems, insufficient foreign currency reserves, the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies, and/or other national economic factors; (b) governments may default on their debt securities, which may require holders of such securities to participate in debt rescheduling; and (c) there is no legal or bankruptcy process by which defaulted government debt may be collected in whole or in part. Call Risk: Call risk is the risk that during periods of falling interest rates, a bond issuer will call or repay a higher-yielding fixed income security before its maturity date, forcing the portfolio to reinvest in bonds with lower interest rates than the original obligations. High Yield Risk: Fixed income securities rated below investment grade may be subject to greater interest rate, credit, valuation, price volatility and liquidity risks than investment grade securities. Fixed income securities that are below investment grade involve high credit risk and are considered speculative. Below investment grade fixed income securities may also fluctuate in value more than higher quality fixed income securities and, during periods of market volatility, may be more difficult to sell at the time and price desired. Risks of Investing for Inflation Protection: Because the interest and/or principal payments on an inflation protected security are adjusted periodically for changes in inflation, the income distributed by a portfolio investing in such securities may be irregular. Although the US Treasury guarantees to pay at maturity at least the original face value of any inflation-protected securities the Treasury issues, other issuers may not offer the same guarantee. Inflation-protected securities are not protected against deflation. As a result, in a period of deflation, the principal and income
of inflation-protected securities held by the portfolio will decline and the portfolio may suffer a loss during such periods. While inflation-protected securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to a decline in the value of a portfolio holding such securities. For example, if interest rates rise due to reasons other than inflation, a portfolio’s investment in these securities may not be protected to the extent that the increase is not reflected in the securities’ inflation measures. In addition, positive adjustments to principal generally will result in taxable income to a portfolio at the time of such adjustments (which generally would be distributed by the portfolio as part of its taxable dividends), even though the principal amount is not paid until maturity. The current market value of inflation-protected securities is not guaranteed and will fluctuate. Inflation-Protected Securities Interest Rate Risk: Inflation-protected securities may react differently from other fixed income securities to changes in interest rates. Because interest rates on inflation-protected securities are adjusted for inflation, the values of these securities are not materially affected by inflation expectations. Therefore, the value of inflation-protected securities is anticipated to change in response to changes in “real” interest rates, which represent nominal (stated) interest rates reduced by the expected impact of inflation. Generally, the value of an inflation-protected security will fall when real interest rates rise and will rise when real interest rates fall. Inflation-Protected Securities Tax Risk: Any increase in the principal amount of an inflationprotected security may be included for tax purposes in a portfolio’s gross income, even though no cash attributable to such gross income has been received by the portfolio. In such event, a portfolio may be required to make annual gross distributions to shareholders that exceed the cash it has otherwise received. In order to pay such distributions, a portfolio may be required to raise cash by selling its investments. The sale of such investments could result in capital gains to the portfolio and additional capital gain distributions to shareholders. In addition, adjustments during the taxable year for deflation to an inflation-indexed bond held by a portfolio may cause amounts previously distributed to shareholders in the taxable year as income to be characterized as a return of capital, which could increase or decrease a fund’s ordinary income distributions to shareholders, and may cause some of a fund’s distributed income to be classified as a return of capital. Tax Liability Risk (municipal portfolios): Tax liability risk is the risk that distributions by a portfolio become taxable to shareholders due to noncompliant conduct by a municipal bond issuer, unfavorable changes in federal or state tax laws, or adverse interpretations of tax laws by the Internal Revenue Service or state tax authorities or other factors. Such adverse interpretations or actions could cause interest from a security to become taxable, possibly retroactively, subjecting shareholders to increased tax liability. In addition, such adverse interpretations or actions could cause the value of a security, and therefore, the value of a portfolio’s shares, to decline. State-Specific Risk (municipal portfolios): The investments of portfolios that focus their investments primarily in a single state’s municipal securities will be highly sensitive to events affecting the fiscal stability of such state and its agencies, municipalities, authorities and other
instrumentalities that issue securities. These events may include economic or political policy changes, tax base erosion, unfunded pension and healthcare liabilities, state limits on tax increases, natural disasters or environmental issues (including drought and wildfires), budget deficits and other financial difficulties, and changes in the credit ratings assigned to the state’s municipal issuers. A negative change in any one of these or other areas could affect the ability of the state’s municipal issuers to meet their obligations. If a portfolio invests in obligations of government issuers of a single state, there will be greater credit risk exposure to a smaller number of issuers due to economic, regulatory or political problems in the state. It is important to remember that economic, budget and other conditions within a particular state can be unpredictable and can change at any time. For these reasons, an investment in a municipal portfolio that focuses its investments primarily in municipal securities of a single state involves more risk than an investment in a fund that does not focus on municipal securities of a single state. Variable Rate Demand Obligations Risk (municipal portfolios): Certain variable rate demand obligations (“VRDOs”) may not have an active secondary market. These VRDOs could be difficult to dispose of if the remarketing agent defaults on its payment obligation and/or if the portfolio is not entitled to exercise its demand rights, which could cause a loss with respect to such VRDOs. Municipal Securities Risk (municipal portfolios): The risk of a municipal security generally depends on the financial and credit status of the issuer. Municipal securities can be significantly affected by political, regulatory or economic changes, including changes made in the law after issuance of the securities, as well as uncertainties in the municipal market related to taxation, legislative changes or the rights of municipal security holders, including in connection with an issuer’s insolvency. The municipal securities market can be susceptible to increases in volatility and decreases in liquidity. The secondary market for certain municipal securities tends to be less well developed or liquid than many other securities markets, which may adversely affect a fund's ability to sell such municipal securities at attractive prices. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. In addition, there may be less publicly available information about the financial condition of municipal security issuers than for issuers of other types of securities, making the securities more difficult to value. The price a fund could receive upon the sale of a municipal security may differ from the fund’s valuation of the investment, particularly for investments that trade in thin or volatile markets or that are valued. Financial Services Sector Risk: If a portfolio invests a significant portion of its assets in the financial services sector, the portfolio will be more susceptible to any economic, business, political or other developments which generally affect this industry sector. Financial services companies are subject to extensive governmental regulation and intervention, which may impact and/or limit the scope of their activities, the amounts and types of loans and other financial commitments they can make, the interest rates and fees they can charge, the amount of capital and liquid assets they must maintain and their size, among other things. Profitability is also dependent on the availability and cost of capital funds and can fluctuate significantly in response to changes in interest rates or monetary policy, or due to increased competition. Financial services companies may also be adversely affected by a deterioration of the credit markets, credit losses resulting from financial
difficulties of borrowers, particularly issuers with concentrated loan portfolios, and the risk that a market shock or other unexpected market, economic, political, regulatory, or other event might lead to a sudden decline in the values of most or all companies in the financial services sector, among other things. TBA Securities Risk: If a portfolio invests in “to be announced” or “TBA” securities, it is subject to similar risks to those with when-issued or forward commitment transactions. TBA securities represent an agreement to buy or sell mortgage-backed securities with agreed-upon characteristics for an approximate principal amount, with settlement on a scheduled future date beyond the typical settlement period for most other securities. A portfolio may use TBA securities for investment purposes to gain exposure to certain securities, or for hedging purposes. A TBA transaction typically does not designate the actual security to be delivered. For a TBA transaction, it is possible that the securities will never be issued and the commitment cancelled. The value of the security to be purchased or sold is subject to market fluctuations and may be worth more or less on the settlement date than the amount committed to pay or receive for the security. Derivatives Method of Analysis and Investment Strategies. Certain portfolios may purchase or sell futures contracts and options on futures contracts to adjust market exposure based on actual or expected cash inflows to or outflows from a portfolio. Certain portfolios may also use derivatives, such as swaps, futures and forwards to hedge against fluctuations in currency exchange rates; transfer balances from one currency to another; hedge credit exposure; seek inflation protection; gain market or issuer exposure without owning the underlying securities; or to seek to increase the portfolio’s total return. Various Risks: Derivatives are instruments, such as swaps, futures contracts, and options thereon, as well as foreign exchange forward contracts, whose value is derived from that of other assets, rates or indices. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will work. While hedging can reduce or eliminate losses, it also can reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the portfolio or if the cost of the derivative outweighs the benefit of the hedge. The use of derivatives for non-hedging purposes may be considered to carry more risk than other types of investments. When a portfolio uses derivatives, the portfolio will be directly exposed to the risks of those derivatives. Derivatives expose a portfolio to counterparty risk (the risk that the derivative counterparty will not fulfill its contractual obligations), including credit risk of the derivative counterparty, and settlement risk (the risk faced when one party to a transaction has performed its obligations under a contract but has not yet received value from its counterparty). The possible lack of a liquid secondary market for derivatives and the resulting inability of a portfolio to sell or otherwise close a derivatives position could expose the portfolio to losses and could make derivatives more difficult for the portfolio to value. Some derivatives are more sensitive to interest rate changes and market price fluctuations
than other securities. A portfolio could also suffer losses related to its derivatives positions as a result of unanticipated market movements, which losses are potentially unlimited. Dimensional UK may not be able to predict correctly the direction of securities prices, interest rates, currency exchange rates, and other economic factors, which could cause a portfolio’s derivatives positions to lose value. Valuation of derivatives may also be more difficult in times of market turmoil since many investors and market makers may be reluctant to purchase derivatives or quote prices for them. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate, or index; and the portfolio could lose more than the principal amount invested. Currency Hedging Risk: Certain portfolios may enter into foreign currency forward contracts to seek to protect against uncertainty in the level of future foreign currency rates, to hedge against fluctuations in currency exchange rates or to transfer balances from one currency to another. With currency hedging, it is generally not possible to precisely match the foreign currency exposure of such foreign currency forward contracts to the value of the securities involved due to factors including fluctuations in the market values of such securities and cash flows into and out of a portfolio between the date a foreign currency forward contract is entered into and the date it expires. The decision to hedge a portfolio’s currency exposure with respect to a foreign market will be based on, among other things, a comparison of the respective, relevant interest rates and the portfolio’s existing exposure to a given foreign currency. Collateral Risk: Financial instruments and/or strategies relating to financial instruments may involve exposure to the risks associated with the provision of collateral (sometimes referred to as “margin”). For example, if an investor enters into a derivatives transaction, the investor may be required to provide the counterparty with collateral to mitigate the risk that the investor might fail to perform the obligations arising under the derivatives transaction; and depending on the nature of the derivatives transaction and changes in the value of the underlying asset, the investor may be required to deposit additional collateral. Failure to provide collateral may result in the termination of the relevant transaction and the investor will remain liable for any remaining losses. Where collateral is provided, the recipient of the collateral may reserve the right to return “equivalent” collateral rather than the same collateral. In many circumstances, this right is primarily intended to address issues relating to the delivery of collateral that is “fungible” in nature. Assets are fungible where they are equivalent and, therefore, interchangeable. For example, ordinary shares of the same issuer are fungible with one another. However, those rights may entitle the counterparty to return other assets and/or cash. Further, the investor may be exposed to the credit risk of the person (typically the counterparty to the transaction) to whom the collateral is provided in the event that the collateral is not returned and the investor may be an unsecured creditor with respect to any claim in the event of the insolvency of the person to whom the collateral has been provided. In certain circumstances (for example, in the case of exchange traded derivatives), the investor’s collateral may be passed on to third parties, including clearing houses and clearing brokers. In such
circumstances, the investor may be exposed to the risk that the third party fails to return the collateral, for example in the event of that third party’s insolvency. The arrangements under which collateral is provided and held may be governed by the laws of jurisdictions other than the jurisdiction in which the investor is located and/or with which the investor is familiar. Obligations Additional to the Costs of Acquiring an Investment: An investor might assume, as a result of transactions in certain financial instruments, financial commitments and other additional obligations, including contingent liabilities, additional to the cost of acquiring the instruments. For example, these may arise under certain derivatives transactions and other transactions where one or both parties are exposed to the credit (or performance) risk of the other party with respect to obligations to be performed at a future point in time, for example repos (repurchase or sell/buyback transactions) and securities lending transactions. Exchange-Traded Funds Market Trading Risk: Although shares of a portfolio are listed for trading on one or more stock exchanges, there can be no assurance that an active trading market for such shares will develop or be maintained. There are no obligations of market makers to make a market in a portfolio’s shares or of an authorized participant to submit purchase or redemption orders for creation units, which may widen bid-ask spreads. Decisions by market makers or authorized participants to reduce their role or step away from these activities in times of market stress could inhibit the effectiveness of the arbitrage process in maintaining the relationship between the underlying value of a portfolio’s portfolio securities and such portfolio’s market price. This reduced effectiveness could result in a portfolio shares trading at a premium or discount to its NAV and also greater than normal intraday bid/ask spreads. Additionally, in stressed market conditions, the market for a portfolio’s shares may become less liquid in response to deteriorating liquidity in the markets for a portfolio’s portfolio holdings, which may cause a significant variance in the market price of a portfolio’s shares and their underlying value as well as an increase in a portfolio’s bid-ask spread. There can be no assurance that a portfolio’s shares will continue to trade on a stock exchange or in any market or that a portfolio’s shares will continue to meet the requirements for listing or trading on any exchange or in any market, or that such requirements will remain unchanged. Secondary market trading in a portfolio’s shares may be halted by a stock exchange because of market conditions or other reasons. In addition, trading in a portfolio’s shares on a stock exchange or in any market may be subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules on the stock exchange or market. During a “flash crash,” the market prices of a portfolio’s shares may decline suddenly and significantly. Such a decline may not reflect the performance of the portfolio securities held by such portfolio. Flash crashes may cause authorized participants and other market makers to limit or cease trading in a portfolio’s shares for temporary or longer periods. Shareholders could suffer significant losses to the extent that they sell shares at these temporarily low market prices. Shares of a portfolio, similar to shares of other issuers listed on a
stock exchange, may be sold short and are therefore subject to the risk of increased volatility associated with short selling. International Closed Market Trading Risk: To the extent that the underlying securities held by a portfolio trade on an exchange that is closed when the securities exchange on which the portfolio shares list and trade is open, there may be market uncertainty about the stale security pricing (i.e., the last quote from its closed foreign market) resulting in premiums or discounts to NAV that may be greater than those experienced by other ETFs. Premium/Discount Risk: The net asset value (“NAV”) of a US Dimensional Fund ETF’s shares and the value of any investment in a US Dimensional Fund ETF may fluctuate. Disruptions to creations and redemptions or the market price of the ETF holdings, the existence of extreme market volatility or potential lack of an active trading market for shares may widen bid-ask spreads and result in shares trading at a significant premium or discount to NAV. If a shareholder purchases shares at a time when the market price is at a premium to the NAV or sells shares at a time when the market price is at a discount to the NAV, the shareholder may sustain losses. Small Fund Risk: When a US Dimensional Fund ETF’s portfolio is small, the ETF may experience low trading volume and wide bid/ask spreads. In addition, the fund may face the risk of being delisted if it does not meet certain conditions of the listing exchange. Large Shareholder Risk: Certain shareholders, including other funds or accounts advised by Dimensional, may from time to time own a substantial amount of a US Dimensional Fund ETF’s shares. In addition, a third party investor, Dimensional, an authorized participant, a lead market maker, or another entity may invest in a US Dimensional Fund ETF and hold its investment for a limited period of time solely to facilitate commencement of the US Dimensional Fund ETF or to facilitate the US Dimensional Fund ETF achieving a specified size or scale. There can be no assurance that any large shareholder would not redeem its investment, that the size of a US Dimensional Fund ETF would be maintained at such levels or that a US Dimensional Fund ETF would continue to meet applicable listing requirements. Redemptions by large shareholders could have a significant negative impact on a US Dimensional Fund ETF. In addition, transactions by large shareholders may account for a large percentage of the trading volume on the listing exchange and may, therefore, have a material upward or downward effect on the market price of the shares. Commodity Strategy Portfolio Dimensional UK acts as sub-advisor to the DFA Commodity Strategy Portfolio of DFA Investment Dimensions Group Inc. (the “Commodity Portfolio”). The Commodity Portfolio invests in commodity-linked derivative instruments and fixed income investments. The Commodity Portfolio may invest up to 25% of its total assets in Dimensional Cayman Commodity Fund I Ltd. (the “Subsidiary”), a wholly-owned subsidiary of the Commodity Portfolio formed in the Cayman Islands, which has the same investment objective as the Commodity Portfolio and has a strategy
of investing in derivative instruments, such as commodity-linked swap agreements and other commodity-linked instruments, futures contracts on individual commodities or commodity indices, and options on these instruments. Method of Analysis and Investment Strategies. Dimensional UK believes that commodity investing should involve a long-term view and a systemic focus on risk and return, instead of focusing on forecasting or market timing. Commodity Risk: The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political, and regulatory developments. Use of leveraged commodity-linked derivatives creates an opportunity for increased return but, at the same time, creates the possibility for greater loss (including the likelihood of greater volatility of the Commodity Portfolio’s net asset value), and there can be no assurance that the Commodity Portfolio’s use of leverage will be successful. Derivatives Risk: Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. While hedging can reduce or eliminate losses, it also can reduce or eliminate gains or cause losses if the market moves in a manner different from that anticipated by the portfolio or if the cost of the derivative outweighs the benefit of the hedge. The use of derivatives for non-hedging purposes may be considered to carry more risk than other types of investments. When the Commodity Portfolio uses derivatives, it will be directly exposed to the risks of those derivatives. Derivative instruments are subject to a number of risks, including commodity, counterparty, correlation, interest rate, liquidity, market, credit and management risks, as well as difficulties with respect to valuation. The Commodity Portfolio also may use derivatives for leverage. The Commodity Portfolio’s use of derivatives, particularly commodity-linked derivatives, involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Changes in the value of a derivative may not correlate perfectly with the underlying asset, rate, or index, and the Commodity Portfolio could lose more than the principal amount invested. For example, potential losses from commodity-linked notes or swap agreements can be unlimited. Additional risks are associated with the use of credit default swaps, including counterparty and credit risk (the risk that the other party to a swap agreement will not fulfill its contractual obligations, whether because of bankruptcy or other default) and liquidity risk (the possible lack of a secondary market for the swap agreement). Credit risk would increase if the Commodity Portfolio is the seller of credit default swaps and counterparty risk would increase if the Commodity Portfolio is a buyer of credit default swaps. In addition, the Commodity Portfolio may be required to liquidate portfolio securities at inopportune times in order to meet payment obligations. Swaps may be illiquid or difficult to value. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Commodity Portfolio will engage in these transactions to reduce exposure to other risks when that would be beneficial.
Focus Risk: The Commodity Portfolio may be exposed, from time to time, to the performance of a small number of commodity sectors (e.g., energy, metals or agricultural), which may represent a large portion of the Commodity Portfolio. As a result, the Commodity Portfolio may be subject to greater volatility than if it were more broadly diversified among commodity sectors. Leveraging Risk: Certain transactions that the Commodity Portfolio may enter into may give rise to a form of leverage. Such transactions may include, among others, structured notes, swap agreements, futures contracts, and loans of portfolio securities. The use of leverage may cause the Commodity Portfolio to liquidate portfolio positions when it may not be advantageous to do so to satisfy its obligations. Leverage may cause the Commodity Portfolio to be more volatile than if it had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the securities in the Commodity Portfolio. Regulatory Risk: Governments, agencies, or other regulatory bodies may adopt or change laws or regulations that could adversely affect the issuer, the market value of the security, or the Commodity Portfolio’s performance. Valuation Risk: The lack of an active trading market may make it difficult to obtain an accurate price for a security in the Commodity Portfolio. Many commodity-linked derivative instruments are not actively traded. Subsidiary Risk: By investing in the Subsidiary, the Commodity Portfolio is indirectly exposed to the risks associated with the Subsidiary’s investments. The derivatives and other investments held by the Subsidiary are generally similar to those that are permitted to be held by the Commodity Portfolio and are subject to the same risks that apply to similar investments if held directly by the Commodity Portfolio. There can be no assurance that the investment objective of the Subsidiary will be achieved. The Subsidiary is not registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and, unless otherwise noted in the Commodity Portfolio’s prospectus, is not subject to all of the investor protections of the 1940 Act. Subsidiary Risk is more fully described in the prospectus, SAI or other offering documents of the Commodity Portfolio. Tax Risk: The tax treatment of commodity-linked derivative instruments may be adversely affected by changes in legislation, regulations or other legally binding authority. If, as a result of any such adverse action, the income of the Commodity Portfolio from certain commodity-linked derivatives was treated as non-qualifying income, the Commodity Portfolio might fail to qualify as a regulated investment company and be subject to federal income tax at the portfolio level. Tax Risk is more fully described in the prospectus, SAI or other offering documents of the Commodity Portfolio. Securities Class Actions and Similar Proceedings From time to time, clients of Dimensional UK own or have owned securities or engaged in transactions that are the subject of class action lawsuits or similar proceedings. Generally, in US
courts, persons or entities that have held or transacted in the subject securities or transactions within a specified class period are entitled to participate in the recovery or settlement in a class action lawsuit by filing proofs of claim. All class members normally are bound by a court approved settlement or judgment in a class action unless they have filed a timely opt out notice with the court’s claim administrator. The filing of proofs of claim or an opt out notice in class actions is an action that should be undertaken by the client, custodian, or other service provider for the client, and Dimensional UK will not perform such action unless Dimensional UK has, in a particular case, expressly agreed in writing to accept such an obligation and is provided by the custodian and client with all necessary information and appropriate authorization to permit Dimensional UK to represent the account in such class action(s). Dimensional UK does not actively seek out information concerning pending class actions. With respect to securities and certain other types of class actions in US or Canadian courts, each US Dimensional Fund has arrangements with service providers to provide class action claims filing services. These services include the responsibility generally to file class action or similar claims for all monies or other property associated with US or Canadian portfolio securities held, or transactions engaged in, by a US Dimensional Fund, including coordinating with the custodian with respect to the collection process to the extent a US Dimensional Fund appears to be eligible. A US Dimensional Fund may choose to opt-out of a securities class action in a US court and file a direct action against the defendants. In such instances, Dimensional US may assist the US Dimensional Fund by working with the Fund’s independent counsel to evaluate the prospective litigation and proposed litigation counsel. Dimensional US does not consider the interests of other accounts that it manages when it assists eligible US Dimensional Funds in evaluating prospective opt-out litigation. With respect to a non-US security held by a US Dimensional Fund that is subject of a class action or similar proceeding filed in a judicial system in certain jurisdictions outside the United States or Canada, each US Dimensional Fund has arrangements with service providers to provide claims filing services. These services include the responsibility generally, at the direction of Dimensional US or Dimensional UK, to file claims for all monies or other property associated with the portfolio securities held, or transactions engaged in, by a US Dimensional Fund, including coordinating with the custodian with respect to the collection process to the extent a US Dimensional Fund appears to be eligible. Such duties include monitoring for information regarding pending class action lawsuits or similar proceedings making a determination of a US Dimensional Fund’s eligibility to participate in the litigation, providing information regarding eligibility to participate, and related information to Dimensional US or Dimensional UK. When the proceeding in the nonUS jurisdiction is comparable to the US system in that it is unlikely to result in liability to a passive participant, Dimensional US may perform a cost/benefit analysis on behalf of the affected US Dimensional Fund, to determine whether or not it is in the best interest of the affected US Dimensional Fund to participate, without regard to the interests of other accounts Dimensional US manages. To the extent that Dimensional US determines it is beneficial for the affected US Dimensional Funds to participate in a non-US class action or similar proceeding, the service provider will typically file class action or similar claims for all monies or other property associated
with the affected security, including coordinating with the custodian with respect to the collection process, filing proofs of claim, and coordinating with the custodian with respect to collecting class action lawsuit or similar proceedings settlement proceeds. With respect to US separate account clients and US sub-advised fund clients, typically neither Dimensional US nor Dimensional UK agrees to act with respect to legal proceedings involving securities held or transactions entered by the account including, but not limited to, class actions or bankruptcies, except in any particular case where Dimensional US or Dimensional UK has expressly agreed in writing to undertake such an obligation and is provided by the custodian and client with all necessary information and appropriate authorization to permit Dimensional US or Dimensional UK to represent the account in such proceeding(s). In addition, Dimensional US or Dimensional UK will only be obligated to assist with notifying a client of or monitoring for class actions or assisting with the filings of proofs of claim to the extent Dimensional US or Dimensional UK has expressly agreed in writing to assume these responsibilities, even if another account that Dimensional US or Dimensional UK manages may be participating in the class action or legal proceeding. Typically, the custodian for the account is the party that receives legal notices for the account and is responsible for notifying the client directly of the action, pursuant to its custodial agreement with the client. If the client has an arrangement for its custodian to notify it of class actions, the client may then evaluate its individual facts and ownership circumstances including the client’s overall holdings of that security to determine if participation is in the best interests of the client.
Item 9. Disciplinary information
A registered investment adviser is required to disclose in this Item all material facts regarding any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of the adviser or the integrity of the adviser’s management. Dimensional UK has no disciplinary information to report under this Item.
Item 10. Other financial industry activities and affiliations
Dimensional UK has several affiliated entities engaged in other financial industry activities. Affiliated Broker-Dealer Dimensional US has a wholly-owned limited-purpose broker-dealer subsidiary, DFA Securities LLC (“DFA Securities”), which acts as distributor of shares of the US Dimensional Funds advised by Dimensional US. Certain of Dimensional US’s or Dimensional UK’s personnel, including management personnel, are registered representatives of DFA Securities.
Read the rest of Item 10 (1,021 more words)
Dimensional Hong Kong (defined below), an indirect subsidiary of Dimensional US and affiliate of Dimensional UK, is licensed by the Securities and Futures Commission, among other things, to conduct Type 1 (dealing in securities) regulated activity to market collective investment schemes managed by its affiliates to professional investors. Dimensional Canada (defined below) is licensed as an exempt market dealer in certain Canadian provinces. Dimensional Canada may act as dealer to Canadian investors purchasing Canadian funds managed by Dimensional Canada or purchasing certain US Dimensional Funds or UCITS funds on a private placement basis. For such services Dimensional Canada receives a fee equivalent to Dimensional Canada’s expenses plus a percentage, payable by Dimensional US. Affiliated Investment Advisors Dimensional UK is affiliated with several other investment advisers, which are: •
Dimensional US.
•
DFA Australia Limited (“Dimensional Australia”), a subsidiary of Dimensional US.
•
Dimensional Fund Advisors Canada ULC (“Dimensional Canada”), an indirect subsidiary of Dimensional US.
•
Dimensional Japan Ltd. (“Dimensional Japan”), a subsidiary of Dimensional US.
•
Dimensional Fund Advisors Pte. Ltd. (“Dimensional Singapore”), an indirect subsidiary of Dimensional US.
•
Dimensional Ireland Limited (“Dimensional Ireland”), a subsidiary of Dimensional US.
•
Dimensional Hong Kong Limited (“Dimensional Hong Kong”), an indirect subsidiary of Dimensional US.
In providing services to a client, Dimensional UK may use personnel or services of one or more of its Affiliated Investment Advisors. Services provided by these affiliates or their personnel include investment advice, portfolio execution and trading, back office processing, accounting, reporting and client servicing. These services are provided through arrangements that take a variety of forms, including dual employee, participating affiliate, delegation arrangement, sub-advisory, consulting, or other servicing agreements. When using such arrangements, Dimensional UK remains responsible for the account from a legal and contractual perspective. Clients are not charged any fees other than those specified in the client’s agreement with Dimensional US. These arrangements can create a conflict of interest because the time and attention of such personnel will not be devoted exclusively to the business of Dimensional UK’s clients, but will be allocated between Dimensional UK’s clients and the business needs and/or clients of such affiliates.
Dimensional UK seeks to minimize these conflicts by subjecting such personnel to policies and procedures with respect to the services provided to Dimensional UK’s clients. Dimensional UK provides trading and other investment advisory services to Dimensional US in connection with Dimensional US’s management of certain US Dimensional Funds, as disclosed in their respective prospectuses and SAIs, and also to certain of Dimensional US’s separate account and other clients. Dimensional UK may also provide investment, trade execution and related services to Dimensional US in connection with Dimensional US’s management of its other mutual fund clients, separate account clients and other clients investing in non-US securities. For such services, Dimensional UK may receive a quarterly fee up to the equivalent of certain of Dimensional UK’s expenses plus a percentage, payable by Dimensional US. Clients of Dimensional US will not be required to pay additional fees to Dimensional UK for such services. In addition, Dimensional UK has entered into sub-advisory agreements with Dimensional US and Dimensional Australia relating to the management of certain of the funds of Dimensional Funds ICVC, an investment company with variable capital registered in England and Wales for which Dimensional UK acts as the Authorized Corporate Director. Dimensional UK also serves as sub-advisor to certain of the funds of Dimensional Funds plc and Dimensional Funds II plc, each an Irish Undertaking for Collective Investment in Transferable Securities (“UCITS”) for which Dimensional Ireland acts as the management company, and other non-US separate accounts managed by Dimensional Ireland. For such services, Dimensional UK may receive a quarterly fee up to the equivalent of certain of Dimensional UK’s expenses plus a percentage of expenses. Fees are negotiable and are not paid before services are provided. Dimensional Singapore may provide trading and other investment advisory services to Dimensional UK in connection with Dimensional UK’s management of certain of the funds Dimensional UK manages or certain of Dimensional UK’s non-US separate accounts or other clients investing in non-US securities. Dimensional Singapore may service Dimensional UK nonUS clients in a sub-advisory capacity. For such services, Dimensional Singapore receives a fee equivalent to certain of Dimensional Singapore’s expenses plus a percentage, payable by Dimensional UK. No additional fee is payable to Dimensional Singapore by such clients. Dimensional Japan may provide trading and other investment advisory services to Dimensional UK in connection with Dimensional UK’s management of certain of the funds Dimensional UK manages or certain of Dimensional UK’s non-US separate accounts or clients investing in non-US securities. Dimensional Japan may service Dimensional UK non-US clients in a sub-advisory or agency capacity. For such services, Dimensional Japan receives a fee equivalent to certain of Dimensional Japan’s expenses plus a percentage, payable by Dimensional UK. No additional fee is payable to Dimensional Japan by such clients. Dimensional UK, under the supervision of Dimensional US, also provides sub-advisory services to certain funds managed by Dimensional Canada.
Trust Vehicles Dimensional US serves as investment manager to a collective trust fund, the DFA Group Trust, which consists of various subtrusts in which assets of qualified defined benefit plans are invested. Dimensional US also serves as investment adviser to the investment funds of the Dimensional Collective Investment Trust, which are available for the benefit of certain qualified defined benefit and defined contribution plans, and certain trusts, entities or accounts that invest the assets of such plans. Payments to Non-Affiliates Dimensional UK’s Affiliated Investment Advisors have entered into arrangements with certain unaffiliated third parties pursuant to which such Affiliated Investment Advisors make payments from their own assets or provide services to such unaffiliated third parties as further described in Item 14 below. Certain of the unaffiliated third parties who have entered into such arrangements with Dimensional UK’s Affiliated Investment Advisors are affiliated with independent financial advisors whose clients may invest in funds managed by Dimensional UK or its Affiliated Investment Advisors. Generally, the Affiliated Investment Advisors do not consider the existence of such arrangements with an affiliate by itself to be determinative in assessing whether a financial advisor is independent.
Item 11. Code of ethics, participation in client transactions and personal trading
Trading Dimensional UK has adopted a Global Code of Ethics and Standard of Conduct (the “Code”) to maintain the appropriate standard of professional conduct at Dimensional UK and otherwise aid in meeting the requirements of Rule 17j-1 of the 1940 Act as well as Rule 204A-1 of the Advisers Act. The Code applies to officers, general partners, directors/trustees and employees of Dimensional UK and its Affiliated Investment Advisors, in addition to other persons as required (collectively, “Access Persons”). Dimensional UK will provide a copy of its Code to any client or prospective client upon request. The Code seeks to ensure that Access Persons act in the interest of clients with respect to any personal trading of securities.
Read the rest of Item 11 (1,148 more words)
The Code contains (i) certain reporting requirements applying to purchases of funds advised by Dimensional UK and its Affiliated Investment Advisors as well as investment accounts in which Access Persons have beneficial ownership and (ii) pre-clearance procedures for personal securities transactions. The Code requires all Access Persons to pre-clear with a compliance officer trades in certain securities, such as stocks, bonds, and derivatives. Access Persons are also prohibited from participating in certain transactions, such as initial public offerings and initial coin offerings. Subject to the terms of the Code, employees of Dimensional UK may purchase for their own accounts shares of the funds advised by Dimensional UK and/or
its Affiliated Investment Advisors or securities that Dimensional UK and/or its Affiliated Investment Advisors recommend that their clients (including the funds they advise) purchase. Dimensional UK, Dimensional US, Dimensional Australia or a related person, when appropriate and in accordance with applicable laws, investment objectives and guidelines, may recommend to clients that they buy or sell shares or units of investment funds advised or administered by any of those investment advisers. In making such recommendations, Dimensional UK and/or its affiliates intend to primarily use Dimensional funds unless there is no Dimensional fund that is consistent with the desired asset allocation. As a result, in some cases a Dimensional fund may be recommended notwithstanding the fact that there may be a similar fund with a higher rating, lower fees and expenses, or better performance. Additionally, Dimensional UK and/or its affiliates will indirectly benefit from investments made in Dimensional funds through fees paid by the fund to Dimensional UK and its affiliates for advisory, administrative and other services. When providing initial investment capital for a fund launch, Dimensional UK, Dimensional US, or Dimensional Australia, or a related person, may have a greater than 25% interest in one or more of those advised funds. The sale or other exit of the initial investment capital from the fund could disadvantage other investors in the applicable fund, such as by impacting the price or liquidity of the fund shares. Moreover, the sale of or exit from an initial investment in a fund may enable Dimensional UK or an affiliate to reduce its costs associated with providing the initial investment and/or use the proceeds to provide initial investment capital for other funds and products that it manages or is developing or realize other benefits. Dimensional UK and its affiliates have implemented policies and procedures designed to prevent Dimensional UK or its affiliates from improperly benefitting from the management of those funds where it has provided initial investment capital. Dimensional UK may manage separate accounts for itself, its affiliates, or its directors, officers or employees. Dimensional UK’s management of such accounts gives rise to certain conflicts of interest. From time to time, Dimensional UK or an affiliate may buy or sell the same securities for these accounts that Dimensional UK or an affiliate also buys or sells for other clients. In doing so, Dimensional UK or an affiliate may have an incentive to favor these accounts over other client accounts. To address such conflicts, Dimensional UK and its affiliates have designed portfolio management and trading policies, including trade aggregation and allocation policies, to treat all accounts fairly and equitably over time and not to favor or disfavor any clients or class of clients. For further information, see “Allocation of Investment Opportunities” under Item 6 and “Aggregation and Allocation of Trade Orders” under Item 12 of this Brochure. Dimensional US’s subsidiary, DFA Securities, a limited purpose broker-dealer, provides services to certain personal brokerage accounts established and maintained with third-party custodians or broker-dealers as an accommodation by DFA Securities to certain individuals seeking to invest in US Dimensional Fund mutual funds and obtain communication and reporting services from the third party not generally provided by Dimensional US. DFA Securities does not receive any compensation for such services. Transactions to buy and sell shares of the US Dimensional Fund
mutual funds are placed through the third party and neither Dimensional US nor DFA Securities provides advice or recommendations in connection with such transactions. The Code also includes provisions designed to prohibit Dimensional UK’s employees from accepting or providing gifts or entertainment that may create (or appear to create) a conflict of interest and place Dimensional or a client in a difficult or embarrassing position. Procedures include quarterly reporting of gifts or entertainment received or extended, a dollar limit on gifts that can be accepted from any one source during a calendar year and pre-clearance of entertainment beyond a certain dollar limit. Dimensional UK is authorized and regulated by the FCA and subject to UK rules and regulations, including the FCA rules and the Financial Services and Markets Act 2000 (Markets in Financial Instruments) Regulations 2017. To enable Dimensional UK to meet its obligations as set out by the FCA, and due to the various potential conflicts of interest that are inherent in the investment management industry, Dimensional UK has adopted a written policy (the “Conflicts of Interest Policy”) and other related procedures which seek to prevent, manage, inform and monitor such potential conflicts of interest. The Conflicts of Interest Policy sets out Dimensional UK’s principles and guidelines for seeking to reasonably prevent and manage conflicts of interest and protect the interests of its clients. The FCA rules regulate the manner in which Dimensional UK is permitted to receive from third parties any fee, commission or non-monetary benefit (“Inducements”) that relate to services Dimensional UK provides to clients. The FCA rules also regulate the manner in which Dimensional UK can provide Inducements to third parties. To facilitate Dimensional UK’s compliance with these regulations, Dimensional UK has adopted a written policy (the “Inducements Policy”) with respect to the FCA rules on Inducements that apply to employees, officers and directors of Dimensional UK when carrying out business activities pursuant to Dimensional UK’s FCA permissions on behalf of Dimensional UK. The Inducements Policy supplements other Dimensional UK policies that deal with Inducements-related issues, including the Code and the Conflicts of Interest Policy. Dimensional UK strictly prohibits bribery, fraud or other improper payments in any of its business operations, and has adopted policies and procedures, including those outlined in a written “Policy Against Bribery and Corruption” and the Code, that are designed to prevent such improper payments. Dimensional UK has incorporated into the Policy Against Bribery and Corruption specific measures designed to assist Dimensional UK in meeting its obligations under the UK Bribery Act 2010, as amended, the UK Criminal Finances Act 2017, and the Economic Crime and Corporate Transparency Act of 2023. The Policy Against Bribery and Corruption describes Dimensional UK’s procedures and approach to bribery and corruption, seeking to prevent the facilitation of tax evasion, and fraud. Dimensional UK will provide the Conflicts of Interest Policy, the Inducements Policy, and/or the Policy Against Bribery and Corruption to any client or prospective client upon request.
Item 12. Brokerage practices
Selection of Broker-Dealers Dimensional UK’s overriding objective in selecting brokers and dealers to effect transactions in securities and derivatives (with respect to foreign currency transactions, subject to the limitations described below) for clients is to seek the best net result in terms of price and execution so a client’s total cost or proceeds are the most favorable under the circumstances. Cost includes the “all in” costs of the trade or proceeds, not necessarily the lowest commission rate, nor the most expeditious execution. The best net price, giving effect to brokerage commission, if any, is an important factor in this decision; however, in selecting brokers and dealers for any transaction, a number of factors also may enter into the decision.
Read the rest of Item 12 (3,725 more words)
These factors may include one or more of the following: Dimensional UK’s knowledge of negotiated commission rates currently available and other transaction costs; the nature of the security being purchased or sold; the size of the transaction; the desired timing of the transaction; the activity existing and expected in the market for the particular security; confidentiality; the execution, clearance, and settlement capabilities of the broker or dealer selected; local market compliance or restrictions; and whether the legal agreements and operational systems considered to be necessary or desirable by Dimensional UK to use a broker or dealer, or a counterparty, are in place. Dimensional UK may also execute client transactions with brokers and dealers that have customized their technology to facilitate Dimensional UK’s trading process. This gives Dimensional UK an incentive to execute through such brokers and dealers in order to realize operational efficiencies. Orders to buy or sell fixed income securities are typically placed on a competitive basis when available with a reasonable attempt made to obtain multiple competitive bids or offers from dealers consistent with the adviser’s needs in terms of speed, availability, and reliability. Generally, there is no stated commission in the case of fixed income securities that are traded in the over-thecounter markets. The price paid by the client often includes an undisclosed dealer mark-up. Equity commissions vary by stock price, country, type of brokerage and execution style, or portfolio. Futures commissions vary by contract type, broker, or portfolio. Some foreign exchange transactions have commissions or discretionary spreads that vary by currency, execution style, counterparty, custodian, or client. Dimensional UK also makes use of direct market access and the algorithmic, program or electronic trading methods of its brokers. Dimensional UK extensively uses electronic trading systems as such systems can provide the ability to customize the orders placed and can assist in Dimensional UK’s execution strategies. To minimize the potential impact of conflicts of interest when executing trades, it is Dimensional UK’s policy to not accrue soft dollar credits to purchase third party research, as further discussed below. Dimensional UK does not reward authorized traders based on the volume or size of trades.
Authorized traders are not permitted to consider sales of Dimensional funds or investment advisory business when allocating trades to broker-dealers. Dimensional UK will, upon reasonable request from a client, provide to the client information about brokers to which orders are transmitted or execution venues where orders are placed for execution. FCA Best Execution Obligations Dimensional UK is subject to the FCA’s best execution rules. Accordingly, Dimensional UK has adopted certain policies and procedures to assist it in taking sufficient steps to obtain, when executing orders, the best possible result for its clients, considering various execution factors. Dimensional UK must act in accordance with the best interests of its clients when transmitting to, or placing orders with, brokers for execution, where those orders result from decisions by Dimensional UK to deal in financial instruments on behalf of its clients. When directly executing orders, Dimensional UK must take all sufficient steps to obtain the best possible result in the context of the management of the client’s portfolio. Certain policies and procedures designed to comply with FCA rules will not apply to the extent that Dimensional UK follows specific instructions from a client when placing an order with, or transmitting an order to, another entity for execution, as to how to execute an order. In addition to the factors listed above, and in accordance with FCA rules, Dimensional UK seeks to achieve the best possible result when executing orders for its clients, and in doing so takes into account the following relevant execution factors: (1) price; (2) likelihood of execution and settlement; (3) costs; (4) speed; (5) order size; (6) nature of the order; and (7) any other consideration relevant to the execution of an order. When executing a client order, the relative importance of the execution factors must be determined by reference to the following execution criteria: (1) the characteristics of the client including the categorization of the client (e.g., as professional); (2) the characteristics of the client order (e.g., size), including where the order involves a securities financing transaction; (3) the characteristics of the financial instrument that are subject to the order; (4) the characteristics of the brokers and/or execution venues to which that order can be directed; and (5) in Dimensional UK’s capacity as a UCITS management company, the objectives, investment policy and risks specific to the UCITS as indicated in the Schemes’ prospectus or instrument constituting such funds. When executing orders or taking decisions to deal in over-the-counter products, Dimensional UK must check the fairness of the proposed price by gathering market data used in the estimation of the price of such product and, where possible, by comparing with similar or comparable products. “Soft Dollars” Practices Dimensional UK does not presently use client brokerage commissions to generate credits to purchase brokerage or research services. Dimensional UK directs client transactions to brokerdealers that provide brokerage services in pursuit of best execution. To the extent that Dimensional
UK receives research or brokerage services without charge from broker-dealers with whom Dimensional UK places client transactions, or if it determines in the future to resume soft dollar crediting arrangements, it will do so in a manner consistent with Section 28(e) of the Securities Exchange Act, and FCA rules, as applicable. Should Dimensional UK use soft dollars, it could receive a wide range of brokerage and research services provided by brokers and dealers. To the extent that these are permissible by applicable FCA rules, brokerage and research services acquired with soft dollar credits may include: general economic or industry reports or research data compilations; compilations of securities prices, earnings, dividends, and similar data; computerized databases; quotation services; and services of economic or other consultants. Brokerage services may also include post-trade matching; electronic communication of allocation instructions and other messages related to trade processing communication, confirmation and settlement among broker-dealers, custodians, and institutions; and portfolio accounting, reporting and reconciliation. Brokerage services may be used by Dimensional UK for the benefit of clients other than the client(s) that paid commissions to the broker providing such products or services. Research or brokerage services obtained through soft dollars would be supplemental to Dimensional UK’s own efforts. Dimensional UK would expect to receive a “benefit” because it does not have to produce or pay for the research, products, or services. If there are trades that generate soft dollar credits, commission rates are generally higher than “execution only” rates and, as such, increase client expenses. Accordingly, any future soft dollar arrangements may create a conflict of interest between Dimensional UK and its clients. If a product or service obtained by Dimensional UK has both eligible research and brokerage and non-eligible-research and brokerage benefits, based on a good faith showing Dimensional UK would treat the product as a “mixed use” item and would pay for the non-eligible portion with cash rather than soft dollars. FCA Rules Implications The FCA rules provide that investment advisers registered in the United Kingdom may receive research provided by third parties only if certain requirements are met. In light of these requirements, Dimensional UK, through its own resources, endeavors to bear the cost of any research, as defined by the FCA rules, that is received in connection with managing client accounts subject to the requirements of the FCA rules, including any benefits provided without charge. In doing so, Dimensional UK will pay directly for any such benefits out of its own resources. Settlement Failures If any securities transaction fails to settle or otherwise be completed when and as contractually required because of an error by a broker or dealer, Dimensional UK will not be responsible for the actions or failures to act of any such broker or dealer. Notwithstanding the above, Dimensional
UK’s obligations with respect to any settlement failures for a particular client or account are controlled by the undertakings Dimensional UK has agreed to in writing for that particular client or account. Similarly, where Dimensional UK has agreed in writing to certain undertakings when a settlement failure occurs as a result from Dimensional UK’s actions or failures to act, any responsibility or undertakings would only apply in situations where the settlement failure was directly caused by Dimensional UK’s actions or inactions and would not have otherwise occurred. Trade Errors Trade errors (“Trade Errors”) occur from time to time in connection with Dimensional UK’s management of client accounts. Dimensional UK has policies and procedures that address identification and handling of Trade Errors, consistent with applicable standards of care and any relevant offering documents or client agreements. Dimensional UK generally makes its determinations regarding Trade Errors pursuant to its policies and procedures. The assessment of compensation for Trade Errors is performed on a case-by-case basis under the appropriate facts, per Dimensional UK’s policy. Trades not in accordance with one or more internal guidelines or procedures that Dimensional UK may establish from time to time will not be considered Trade Errors if they do not also breach guidelines in a prospectus, SAI, or those agreed with a client, or violate applicable law. Unless otherwise agreed in writing with a client or as required by applicable law, Dimensional UK typically will not be responsible for errors caused by Dimensional UK’s reasonable reliance on certain third parties (such as brokers, data providers, and custodians) and data or information such third parties provide or fail to provide. Dimensional UK generally notifies clients of any identified and corrected Trade Error, but the form and timing of this notification may differ based on the particular account and the facts and circumstances. As a general policy, Dimensional UK will make clients whole for losses Dimensional UK caused due to a Trade Error. Resolution of Trade Errors may include, but is not limited to, permitting client accounts to retain gains or reimbursing client accounts for losses resulting from the Trade Error. The calculation of the amount of any gain or loss will depend on the particular facts surrounding the Trade Error, and the methodology used by Dimensional UK to calculate gain or loss may vary. Compensation is generally expected to be limited to direct and actual out-of-pocket monetary losses (in certain circumstances, net of any associated gains). The policy of making clients whole for realized or unrealized losses does not apply to negative investment performance returns resulting from the good faith implementation of an investment strategy. Directed Brokerage Dimensional UK currently does not permit any investor in a US Dimensional Fund to direct portfolio transactions to a specified broker or dealer (i.e., “directed brokerage”). However, a separate account client may negotiate a directed brokerage arrangement pursuant to which some or all of the client’s transactions are executed with the broker or dealer with which the client has established an account. In this case, the separate account client should recognize that for those
transactions in which Dimensional UK is directed to use certain brokers or dealers, brokerage commissions (or other costs) for the execution of transactions in the client’s account may not be negotiated by Dimensional UK. In addition, Dimensional UK may not be free to seek best price and execution for securities and futures transactions by placing transactions with other brokers or dealers and as a result, may cost separate accounts more money. The client assumes that risk. Similarly, a separate account client may establish an account with certain custodians that impose additional fees or transaction costs for using brokers or dealers not affiliated with or preferred by the custodian. In such cases, the imposition of the additional fee adversely impacts Dimensional UK’s ability to seek best price and execution for securities and derivatives transactions by placing transactions with other brokers or dealers. Again, the client assumes that risk. Notwithstanding the foregoing, the client may give Dimensional UK the authority to execute transactions on a “step-out” or “trade away” basis to the extent necessary to achieve best execution. In this situation, any brokerage commissions charged in connection with a step-out transaction are not covered by the client’s brokerage arrangements and the client shall bear such costs. Clients may wish to satisfy themselves in a directed brokerage arrangement that the broker or dealer participating in the arrangement can provide adequate price and execution of most or all transactions. A client should also consider that, depending upon the fee the client negotiates with the broker, the amount of portfolio activity in the client’s account, the value of custodial services which are provided under the arrangement and other factors, the fee the client pays may exceed the amount the client would pay if Dimensional UK were free to negotiate commissions and seek best price and execution of transactions for the client’s account. Additionally, a client who directs trades to particular brokers may not be able to participate in block trades. Dimensional UK reserves the right to execute trades for directed accounts only after it has executed trades for its other accounts. Foreign Currency Exchange Transactions If a written agreement between the client and Dimensional UK expressly provides that Dimensional UK may select currency dealers to effect the client’s currency exchange transactions or gives Dimensional UK the authority and discretion to execute currency exchange transactions on a “trade-away” basis (i.e., transactions not executed with the account’s custodian), Dimensional UK’s objective is to seek an improved execution result in terms of net price for currency exchange transactions in light of all applicable fees and charges. For currencies that Dimensional UK considers to be freely deliverable, Dimensional UK generally attempts to meet its objective by competing currency exchange transactions among multiple currency dealers and transacting at the best quoted rate for the client, net of any applicable trade-away charges (charges for trades not executed with the custodian). In certain cases, Dimensional UK may not compete currency exchange transactions for a variety of reasons, including, but not limited to: counterparty or operational risk reduction considerations; an opportunity to receive a potentially better rate by netting against other trades with a single
currency dealer; lack of certain risk control measures between the client and a currency dealer; lack of trading agreements with additional counterparties; or because of restrictions imposed by local rules or practices. Dimensional UK’s list of restricted markets may change over time and may differ depending on the type of transaction. Dimensional UK may consult with third parties, including brokers or dealers and custodians, and rely upon the information provided by such third parties in making a good faith determination on whether a market is considered restricted. Dimensional UK may therefore be required or determine to trade such currencies through either the client’s custodian or, in certain cases, a single currency dealer. In such cases, Dimensional UK’s ability to reduce trading costs is limited. If a client has designated its custodians or currency dealers to execute currency exchange transactions on behalf of the client’s account, the client is responsible for ensuring that its arrangements will provide the client with acceptable rates and Dimensional UK assumes no responsibility for the oversight of currency exchange transactions in such situations. Dimensional UK determines all currency exchange transaction policies on behalf of any commingled account it manages, except with respect to sub-advised commingled accounts. For sub-advised commingled accounts, the account’s primary adviser or board may require Dimensional UK to use its designated custodians or currency dealers. However, no individual investor in the commingled account will be permitted to determine currency exchange transaction policies for a commingled account. A currency can be considered restricted based on a variety of factors, including regulatory or governmental restrictions. Dimensional UK may receive information from third parties, such as broker-dealers or custodians, to determine whether a currency should be considered restricted. Dimensional UK seeks to collect data about trades in both restricted and unrestricted currencies to evaluate the execution prices obtained. However, for restricted currencies where custodians or other third parties execute currency exchange transactions and Dimensional UK is not directly involved with the execution process, Dimensional UK is not able to perform such analysis with precision and is limited by the available information. In such cases, Dimensional UK’s ability to reduce trading costs may be limited. Aggregation and Allocation of Trade Orders It is Dimensional UK’s policy to treat all accounts fairly and equitably and not to favor or disfavor any clients or class of clients over time. The general principles on which Dimensional UK’s trade allocation procedures are based are: (a) fairness to advisory clients, both in priority of order execution and in the allocation of aggregated orders or trades; (b) timeliness and efficiency in the execution of orders; and (c) accuracy of the investment adviser’s records both as to trade orders and maintenance of client account positions. However, allocations of orders may differ across accounts or clients within a given day, according to the relevant factors affecting each account (or client).
When making a determination to aggregate an order, an authorized trader must determine that such aggregation is in the best interest of the participating accounts or clients and is consistent with the duty to seek best execution. An authorized trader may determine whether to aggregate, delay, alternate or rotate orders, or to effect execution of orders according to certain criteria, provided that such execution supports the fair and equitable treatment of clients over time. Dimensional UK may aggregate brokerage orders for clients to obtain lower average commission costs. Dimensional UK’s policy is that an authorized trader should not aggregate orders of an account with the orders of other accounts if the authorized trader believes that such aggregation may not be in the best interest of all accounts involved. When Dimensional UK gives the brokers instructions to execute orders representing multiple portfolios, orders that are fully executed will be allocated according to the current trade order instructions. Aggregated orders that remain only partially filled at the end of the trading day shall generally be allocated pro rata based on the size of the current order, subject to some minimum trade sizes and adjustments for partially filled orders as described below. In addition, when executing sell orders, Dimensional UK will seek to avoid leaving small positions in a client account. Therefore, Dimensional UK may allocate a greater than pro rata share of a sell order for a security to an account if Dimensional UK intends to sell the account’s entire position in such security. Reasons for not aggregating orders include: an authorized trader decides aggregation is not appropriate because of market conditions affecting the security to be purchased or sold; an authorized trader is placing orders for the same security according to different parameters (e.g., different prices), so that aggregation of orders may not be feasible; market rules do not allow aggregation; or a client has designated particular brokers to be used, in which case the order may be separately executed. Clients may negotiate a brokerage arrangement pursuant to which some or all of the client’s transactions are executed with the broker or dealer with which the client has established an account, or a client has entered into a custody arrangement where additional costs, expenses or additional operational difficulties are imposed by the custodian for trades on a “step-out” or “trade-away” basis, which may impact Dimensional UK’s ability to select such other broker-dealers as the costs will impact the price received and operational difficulties may impact execution. Dimensional UK’s general policy of allocating partially filled orders is pro rata, based on the size of the current order, but adjusted for, among other things, (a) available cash, (b) round lots, minimum trade size or certain minimum holding weights as determined by an authorized trader, (c) the size of the account, (d) the necessity to obtain a certain level of holdings according to the specific benchmark of the client, (e) an authorized trader determines that a pro rata allocation to an account would not be fair and equitable to other participating accounts or (f) compliance with the laws of a non-US jurisdiction, including the FCA rules.
Cross-Transactions Dimensional UK may conclude that it is appropriate to cause one of its advisory clients to sell a security and another of its advisory clients to purchase the same security at or about the same time. Consistent with its fiduciary obligations to each client and the requirements of best price and execution, Dimensional UK may, under such circumstances, arrange to have the purchase and sale transactions effected directly between its clients (“cross transactions”). A cross transaction would be effected on the basis of the current market price of the security or at a price reasonably determined to reflect the fair value of the security, which may be based on independent dealer quotes or information obtained from recognized pricing services. Cross transactions may also be executed through third-party brokers. Where Dimensional UK enters into a cross transaction for a client, Dimensional UK is under no obligations to notify the relevant client that a particular trade is a cross transaction. Dimensional UK will not receive compensation (other than its advisory fee), directly or indirectly, for effecting a cross transaction between advisory clients, and accordingly will not be deemed to have acted as a “broker” with respect to the transaction. Since, in such transactions, Dimensional UK will represent both client-seller and client-buyer, it has a conflict of interest given Dimensional UK’s obligation to seek to obtain the best price and most favorable execution for its clients. Clients, therefore, should consider the possible costs or disadvantages of cross transactions versus the potential benefit of obtaining reduced transaction or execution costs that may be obtained from such cross transactions. When one of Dimensional UK’s advisory clients which is a party to a cross transaction is an investment company, the transaction will be effected pursuant to procedures adopted in compliance with the 1940 Act. Generally, cross transactions may not be effected with any client account that is subject to Employee Retirement Income Security Act of 1974, as amended (“ERISA”) unless the provisions of a specific ERISA statutory exemption allowing cross transactions have been complied with. Dimensional UK typically does not engage in cross transactions on behalf of US institutional investor clients or US third-party funds that are subadvised by Dimensional UK. Dimensional UK’s policy is to avoid cross transactions between client accounts and those accounts held by Dimensional UK, its affiliates or Dimensional UK’s directors, officers or employees.
Item 13. Review of accounts
Dimensional UK reviews client accounts on a periodic basis. Reviewers include members of the portfolio management team, authorized persons, the Investment Committee, and/or the compliance department. Reviews of an account occur at differing frequencies and for differing purposes depending on the type of account. For example, institutional separate account investment guidelines are typically reviewed at least annually, and upon client request, by the Investment Committee to monitor consistency with the client’s investment objectives and limitations. Portfolio reviews are carried
Read the rest of Item 13 (267 more words)
out regularly by portfolio managers to monitor that parameters and characteristics are within acceptable limits. Cash balances for all accounts are reviewed on a daily basis by authorized persons in portfolio management so that sufficient funds are available in local or base currency, and that overall balances meet internal guidelines. As an additional tool in portfolio compliance monitoring, Dimensional UK maintains a portfolio compliance monitoring system that is used in conjunction with its proprietary investment management system. This portfolio compliance monitoring system assesses the underlying positions for accounts after the day’s trading system processing is completed and provides independent post-facto daily review of positions against various rules-based compliance tests, covering client-specific guidelines and restrictions, as well as product and regulatory requirements. Typically, Dimensional US’s institutional separate account clients receive monthly and/or quarterly reports unless their custodians cannot produce the requisite data with that frequency, in which case Dimensional US typically produces reports with the same frequency as the custodians produce the required asset and transaction data. These periodic reports typically contain the total return for each account held by a client which is calculated on the basis of net asset value plus dividend and interest income, and in cases where required by the clients, compared to an appropriate benchmark index. In addition, investors in the US Dimensional Funds and separate account clients, may receive additional reports pursuant to the negotiated terms of investment management agreements or as mutually agreed upon. These additional reports include, but are not limited to, portfolio characteristics, assets listings, discussions of the investment entity’s general strategy, and reports containing results of proxy voting.
Item 14. Client referrals and other compensation
Training and Education Related Services From time to time and consistent with Dimensional UK’s policies and applicable regulation, Dimensional UK or its Affiliated Investment Advisors provide certain non-advisory services (such as data collection and analysis or other consulting services) to financial intermediaries (“Intermediaries”) with business relationships with clients or with investors in Dimensional UK funds. Intermediaries include, without limitation, independent financial advisors (some of whom may be dual registered investment advisers/broker-dealers, collectively “FAs”), broker-dealers, institutional investment consultants, and plan service providers (such as recordkeepers).
Read the rest of Item 14 (1,198 more words)
These Intermediaries from time to time are involved in the distribution of funds advised by Dimensional UK and recommend Dimensional UK’s or its Affiliated Investment Advisors’ strategies or the purchase of funds managed by Dimensional UK or its Affiliated Investment Advisors (“Dimensional Funds”) for their clients. Services provided to Intermediaries, where permitted, include: (i) providing personnel and outside consultants to Intermediaries for purposes of continuing education, strategic planning and, for FAs, practice management; (ii) data collection
and analysis, including industry trends and practices, historical market analysis and risk/return analysis; (iii) continuing education; and (iv) other related or similar services. Dimensional UK can provide non-monetary benefits, or make payments, to Intermediaries when doing so is consistent with Dimensional UK’s duties to its clients and designed to enhance the quality of the relevant service to the client and in accordance with Dimensional UK’s Inducements Policy. Dimensional UK or its Affiliated Investment Advisors regularly provide educational speakers and facilities for conferences or events for Intermediaries, customers or clients of the Intermediaries, or such customers’ or clients’ service providers, and from time to time also sponsor such events. For its sponsored events, Dimensional UK or an Affiliated Investment Advisor typically pays any associated food, beverage, and facilities related expenses, and speakers’ fees. Dimensional US also has consulting arrangements with certain speakers, who in certain cases are affiliated with a Dimensional US client. Dimensional UK or its Affiliated Investment Advisors sometimes pay a fee to attend, speak at or assist in sponsoring conferences or events organized by others, and on occasion, pay travel accommodations of certain participants attending such conferences or events. Dimensional UK or an Affiliated Investment Advisor’s sponsorship of conferences or events organized by others from time to time includes direct payments to vendors on behalf of, and/or reimbursement of expenses incurred by, the organizers of such events. Also, from time to time Dimensional UK makes direct payments to vendors and speakers on behalf of, and/or reimburses expenses incurred by, Intermediaries in connection with educational training or other events hosted by Intermediaries for such Intermediaries and/or their customers. Dimensional UK’s personnel may or may not be present at any of the conferences or events hosted by third parties described above. Dimensional UK generally will promote its participation in or sponsorship of such conferences or events in marketing or advertising materials. Dimensional UK may also from time to time publish educational works about topics related to investing and intended for a general audience. Certain personnel affiliated with Dimensional UK may participate in conferences, events or other engagements related to such published works. Referrals to Intermediaries At the request of an investor or potential investor, Dimensional UK from time to time makes referrals of such investors to one or more Intermediaries. Payments to Intermediaries Additionally, Dimensional UK or its Affiliated Investment Advisors may from time to time where permitted enter into arrangements with, and/or make payments from their own assets to, certain Intermediaries to enable access to Dimensional Funds, or model portfolios that use Dimensional Funds, on platforms and through programs or products made available by such Intermediaries. Such payments may be for preferable placement or inclusion on an Intermediary’s platforms or with the Intermediary’s programs or products. Payments may also be made to assist such Intermediaries to upgrade existing technology systems or implement new technology systems or
platforms, programs or products in order to improve the methods through which the Intermediary provides services to Dimensional UK and its Affiliated Investment Advisors, and/or their clients. Such arrangements or payments generally establish contractual obligations on the part of such Intermediary to provide Dimensional UK’s or an Affiliated Investment Advisor’s fund clients with certain exclusive or preferred access to the use of the subject technology. Dimensional UK or its Affiliated Investment Advisors may, where permitted, also make payments to Intermediaries related to marketing activities and presentations, educational training programs, conferences, data provision services, or making shares of Dimensional Funds available to their customers generally and in certain investment programs. Additionally, subject to applicable law and regulation, Dimensional UK may make payments to Intermediaries and other financial service providers for data regarding Dimensional Funds, such as statistical information regarding sales of shares of Dimensional Funds through Intermediaries. Conflicts of Interest Certain of the services, arrangements and payments described above under “Training and Education Related Services” and “Payments to Intermediaries” present conflicts of interest because they may provide incentives for Intermediaries, customers or clients of Intermediaries, or such customers’ or clients’ service providers to recommend, or otherwise make available, Dimensional UK’s or its Affiliated Investment Advisors’ strategies or Dimensional Funds to their clients in order to receive or continue to benefit from these arrangements from Dimensional UK or its Affiliated Investment Advisors. In addition, the services, arrangements and payments described above may be provided by Dimensional UK only to the extent permitted by law and its Inducements Policy. Consultation Referral Fees and Other From time to time, consultants of Dimensional US are paid a commission for client referrals. Such commissions typically are calculated based on a flat fee, percentage of total fees received by Dimensional US as a result of such referrals, or other means agreed to between Dimensional US and the consultant. With respect to Dimensional Ireland’s management of UCITS funds, Dimensional UK or any of its sub-advisors, is permitted, at its discretion, to rebate part or all of the management fees charged to the UCITS funds to any UCITS funds’ shareholder or use part of such management fees to remunerate certain financial intermediaries of such UCITS funds for services provided to fund shareholders. With respect to Dimensional UK’s management of Dimensional Funds ICVC, Dimensional UK or any of its sub-advisors, is permitted, at its discretion, to rebate part or all of the management fees charged to Dimensional Funds ICVC to any Dimensional Funds ICVC shareholder or use part of such management fees to remunerate certain financial intermediaries of such funds for services provided to fund shareholders.
Additionally, certain international service providers retained by Dimensional Australia are paid a fee based on a percentage of investment advisory fees received by Dimensional Australia. This fee is payment for services provided to Dimensional Australia to assist Dimensional Australia in servicing certain international clients in accordance with the requirements of applicable international laws. Charitable Contributions From time to time, Dimensional US chooses to donate to charitable organizations that are clients or are supported by clients, prospects, or their employees. In general, Dimensional US makes those donations in response to requests from one of those parties. Dimensional US takes into account the nature of the business relationship as one factor in determining whether to approve a charitable contribution. Data Services Dimensional UK purchases certain data services and products used by Dimensional UK for sales, distribution and research purposes. In limited circumstances, a data vendor or its affiliate may also provide investment consulting services, and such vendor or affiliated entity may serve as a consultant to an advisory client or refer one of its consulting clients to Dimensional UK or an Affiliated Investment Advisor or funds managed by Dimensional UK. Any investment consulting services and referrals are unrelated to Dimensional UK’s process for the review and purchase of certain data services.
Item 15. Custody
Each separate account client should receive at least quarterly statements from the broker-dealer, bank, or other qualified custodian that holds and maintains the client’s investment assets. Dimensional UK may also send a client a separate account statement or invoice if Dimensional UK manages a separate account for the client. If this is the case, then Dimensional UK urges the client to carefully review such statements and compare such official custodial records to any account statements that Dimensional UK provides. Dimensional UK’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. The cash and securities of Dimensional UK’s clients are held by third-party custodians.
Read the rest of Item 15 (104 more words)
However, as a registered adviser that acts as an “authorised corporate director” to a non-US fund organized as an open ended investment company and to which not all of the provisions of the Advisers Act and the rules thereunder apply, Dimensional UK may be deemed to have “custody” of these assets pursuant to the SEC’s definition of “custody.” The non-US fund is audited by independent public accountants, and the audited financial statements are distributed to investors as required per local law. Except as otherwise required by law, Dimensional UK will not be liable for any act or failure to act of the client’s custodian.
Item 16. Investment discretion
Dimensional UK accepts discretionary authority from a client pursuant to a sub-advisory agreement at the outset of a sub-advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account, along with any applicable investment guidelines. Except as otherwise required by law, Dimensional UK will not be liable for any action or instruction of the client or the client’s custodian. When selecting securities and determining amounts, Dimensional UK observes the investment policies, limitations, and restrictions of the clients for which it advises.
Read the rest of Item 16 (47 more words)
For SEC-registered investment companies, Dimensional UK’s authority to trade securities may also be limited by certain federal securities and tax laws that require diversification of investments and favor the holding of investments once made. Investment guidelines, restrictions and instructions must be provided to Dimensional UK in writing.
Item 17. Voting client securities
Dimensional UK, Dimensional US, Dimensional Japan, Dimensional Singapore, Dimensional Australia, Dimensional Hong Kong, and Dimensional Ireland (each, an “Advisor,” and collectively, the “Advisors”) have jointly adopted proxy voting policies and procedures (the “Voting Procedures”) for voting proxies on behalf of clients to the extent that: (i) relationships with such clients are subject to the Advisers Act or ERISA or (ii) the clients are registered investment companies under the 1940 Act. The following is a summary of the Voting Procedures: The Investment Committee at Dimensional US is generally responsible for overseeing each Advisor’s proxy voting process.
Read the rest of Item 17 (2,406 more words)
The Investment Committee has formed the Investment Stewardship Committee, which is composed of certain officers, directors, and other personnel of the Advisors and has delegated to its members authority to (i) oversee the voting of proxies and third-party proxy service providers (discussed further below), (ii) make determinations as to how to instruct the vote on certain specific proxies, (iii) verify ongoing compliance with the Voting Procedures, (iv) receive reports on the review of the business practices of the third-party proxy service providers, and (v) review the Voting Procedures at least annually and recommend changes to the Investment Committee. The Investment Stewardship Committee may designate one or more of its members to oversee specific, ongoing compliance with respect to the Voting Procedures and may designate personnel of each Advisor to instruct the vote on proxies on behalf of an Advisor’s clients, such as authorized traders of the Advisors. Generally, Dimensional UK, along with the other Advisors, will seek to instruct the vote for proxies, or refrain from voting proxies, in accordance with the Voting Procedures. A client may direct an Advisor to vote for such client’s account differently than what would occur in applying
the Voting Procedures. An Advisor may also agree to follow a client’s individualized proxy voting guidelines or otherwise agree with a client on particular voting considerations. Absent information from a client regarding the cost of voting proxies, the Advisors will assess whether to vote such proxies considering the information on difficulties and costs an Advisor has available. The scope and any limitations of an Advisor’s proxy voting authority generally will be described in the investment management agreement between such Advisor and its client or with respect to an Advisor-sponsored fund, the offering documents of the fund. The guidelines set forth in the Voting Procedures provide three frameworks for analysis and decision making, one standard implementation, one for the portfolios and accounts that incorporate social considerations in their investment guidelines, and one for the portfolios and accounts that incorporate sustainability considerations in their investment guidelines. Pursuant to their investment management agreements, clients may select one of the three implementations to be used for their account or portfolio or, in certain circumstances, individualize their proxy voting guidelines. However, those guidelines do not address all potential issues. Dimensional UK may vote in a manner that deviates from the guidelines if, after a review of the matter, Dimensional UK believes that the best interests of the client would be served by, or legal and fiduciary standards applicable to an Advisor or the client require, such a vote (subject to any particular investment or voting guidelines of specific funds or accounts). A client’s investment strategy or instructions can impact voting determinations and/or engagement efforts. For example, the Advisors consider social issues when voting proxies for portfolios and accounts that incorporate social considerations into their design and consider sustainability issues when voting proxies for portfolios and accounts that incorporate sustainability considerations in their design. The foregoing differences may result in voting differently for some clients than others. The Advisors may also take social or sustainability issues into account when voting proxies for portfolios and accounts that do not incorporate social or sustainability considerations in their design if the Advisors believe that doing so is in the best interest of the relevant client(s) and otherwise consistent with applicable laws and the Advisors’ duties, such as where material environmental or social risks may have economic ramifications for shareholders. Dimensional UK from time to time discusses governance matters with portfolio companies to represent client interests and to understand a portfolio company’s approach to key governance issues. The Advisors may engage with a portfolio company differently depending on the relevant client(s)’ investment strategy and the subject(s) of the relevant engagement. However, regardless of such conversations, Dimensional UK acquires and holds securities on behalf of its clients solely for the purpose of investment and not with the purpose of or with the effect of changing or influencing the control of any portfolio company. Dimensional UK does not intend to engage in shareholder activism with respect to a pending vote or matter that Dimensional UK reasonably expects to be the subject of a shareholder vote in the foreseeable future. In certain cases, Dimensional UK determines that voting is not in the best interests of a client and refrains from voting, such as if the costs, including the opportunity costs, of voting to the client
would, in Dimensional UK’s view, exceed the expected benefits of voting to the client. In certain cases, where Dimensional UK may not receive a solicitation within sufficient time or enough information (as reasonably determined by Dimensional UK) prior to the proxy-voting deadline, and Dimensional UK or its service provider may be unable to vote or this may also inform Dimensional UK’s voting decision. For securities on loan and when Dimensional UK, or an affiliate of Dimensional UK, has agreed to monitor the securities lending program of a client account, Dimensional UK will balance the revenue-producing value of loans against the difficultto-assess value of casting votes. It is generally Dimensional UK’s belief that the expected value of casting a vote generally will be less than the securities lending income, either because the votes will not have significant economic consequences or because the outcome of the vote would not be affected by Dimensional UK recalling loaned securities for voting. In certain countries, such as the US, the specific terms of the proposals to be voted on by shareholders will generally not be known until after the record date, which determines the shares’ eligibility to be voted. In this situation, the Advisor may not be aware of the subject of a proxy vote in time to make a decision as to whether the materiality of the voting proposals warrants recalling a security on loan to vote. In addition, because specific record dates may not be known, if the Advisor were to seek to recall securities on loan, the Advisor would need to estimate the record date which would result in the securities being recalled for a longer period of time than otherwise required and may create a greater potential loss of income. Dimensional UK does intend to recall securities on loan if, based upon information in Dimensional UK’s possession, Dimensional UK determines that voting the securities is likely to materially affect the value of a client’s investment and it is in the client’s best interests to do so. For proxies of non-US companies, it can be both difficult and costly to vote proxies. Dimensional UK does not intend to vote proxies of non-US companies if it determines the expected costs of voting outweigh any anticipated economic benefit to the client of voting. Dimensional UK considers updates on proxy voting costs and voting impediments and it takes into account an overall cost-benefit analysis periodically (no less frequently than annually). In the event Dimensional UK is made aware of and believes an issue to be voted is likely to materially affect the economic value of a portfolio, that its client’s vote is reasonably likely to be determinative of the outcome of the contest, and the expected benefits to the client of voting the proxies exceed the expected costs, Dimensional UK will seek to make reasonable efforts to vote such proxies. Holders of fixed income securities are generally not entitled to an annual vote and therefore do not have such a mechanism to influence an issuer’s governance. From time-to-time holders of fixed income securities can receive proxy ballots or corporate action-consents at the discretion of the issuer/custodian. In such circumstances the Advisor’s fixed income portfolio management team is generally responsible for providing recommendations on how to vote proxy ballots and corporation action-consents and they may consult with members of the Investment Stewardship Committee, with the aim of applying the same general principles as are set out in the guidelines. Proxies that Dimensional UK receives on behalf of its clients will generally be voted in accordance with predetermined guidelines, and when proxies are voted consistently with such predetermined
guidelines or procedures, Dimensional UK considers such votes not to be affected by any conflicts of interest. In the limited instances where (i) an authorized person is considering voting a proxy contrary to predetermined guidelines or procedures (or in cases where the guidelines or procedures do not prescribe a particular vote and the proposed vote is contrary to the recommendation of the proxy advisory firm primarily used by Dimensional UK to provide voting recommendations) and (ii) the authorized person or any member of the Investment Stewardship Committee believes a potential conflict of interest exists, the authorized person will disclose the potential conflict to a member of the Investment Stewardship Committee or, in the case of a member of the Investment Stewardship Committee who believes a potential conflict of interest exists, the member will disclose the conflict to the Investment Stewardship Committee. If the Investment Stewardship Committee member has actual knowledge of a conflict of interest and recommends a vote contrary to predetermined guidelines or procedures (or in cases where the guidelines or procedures do not prescribe a particular vote and the proposed vote is contrary to the recommendation of the proxy advisory firm), the Investment Stewardship Committee member will bring the vote to the Investment Stewardship Committee, which will determine (a) how the vote should be cast, keeping in mind the principle of preserving shareholder value or (b) to abstain from voting, unless abstaining would be materially adverse to the client’s interest. To the extent a conflict arises in connection with a proposed engagement with a portfolio company, the proposed engagement will be brought to the Investment Stewardship Committee for consideration of how to proceed. To the extent the Investment Stewardship Committee makes a determination regarding how to vote or to abstain from a proxy on behalf of a US Dimensional Fund in the circumstances described in this paragraph, Dimensional UK will report annually on such determinations to the relevant Board of Directors/Trustees of the affected US Dimensional Fund. Dimensional UK will also consider, where appropriate, other disclosure to clients regarding potential conflicts of interest, dependent upon the agreement with the client. Dimensional UK may also face a conflict of interest in determining whether to vote or refrain from voting proxies for a client where Dimensional UK has agreed to assume the costs of the applicable client’s voting expenses because, in that instance, the costs of voting proxies are effectively paid by Dimensional UK. Dimensional UK believes such conflicts of interest may be addressed by applying the same cost-benefit analysis to the intended vote, without regard to whether Dimensional UK has a conflict, including because Dimensional UK is responsible for the costs of the vote. The Advisors and the US Dimensional Funds have retained certain third-party proxy service providers (“Proxy Advisory Firms”) to provide certain services with respect to proxy voting. These Proxy Advisory Firms will provide information on shareholder meeting dates and proxy materials; translate proxy materials printed in a foreign language; provide research on proxy proposals; operationally process votes in accordance with predetermined voting guidelines on behalf of clients for whom the Advisors have voting responsibility; and provide reports concerning the proxies voted (“Proxy Voting Services”). Although Dimensional UK retains the Proxy Advisory Firms for Proxy Voting Services, Dimensional UK remains ultimately responsible for its proxy voting decisions and making such decisions in accordance with its fiduciary duties. The Advisors have designed policies and procedures to prudently select, oversee and evaluate the Proxy Advisory Firms consistent with their fiduciary duties. Prior to the selection of a new Proxy
Advisory Firm and annually thereafter or more frequently if deemed necessary by Dimensional US, the Investment Stewardship Committee will consider, among other things, whether the Proxy Advisory Firm: (a) has the capacity and competency to timely and adequately analyze proxy issues and provide the Proxy Voting Services the Proxy Advisory Firm has been engaged to provide; (b) acts in a manner consistent with the Advisor’s fiduciary duties and its ERISA obligations; (c) the manner and promptness with which it provides to the Advisor information on how a matter is voted; and (d) can make its recommendations in an impartial manner, in consideration of the best interests of the Advisors’ clients, and consistent with the Advisors’ voting policies. In the event that voting guidelines are not implemented precisely as Dimensional UK intends because of the actions or omissions of any Proxy Advisory Firm, custodians or sub-custodians or other agents, or any such persons experience any irregularities (e.g., misvotes or missed votes), then such instances will not necessarily be deemed by Dimensional UK as a breach of the Voting Procedures. In certain instances, Dimensional UK may not be able to exercise voting rights because proxies or other documentation for a vote are not received in a timely fashion. As part of the vote execution services provided to the Advisors, a Proxy Advisory Firm prepopulates votes in accordance with the Voting Procedures. Such votes are automatically submitted unless modified by an authorized person prior to submission. The Advisors conduct sampling of select pre-populated votes prior to the final vote submission. For votes on certain issues, the Advisors conduct additional reviews as part of the voting process. If an Advisor becomes aware that a portfolio company or shareholder proponent of a proposal has filed or intends to file additional soliciting material after a Proxy Advisory Firm has pre-populated votes, and the company or proponent makes this material available within a sufficient time (as reasonably determined by the Advisor) prior to the proxy-voting deadline, the Advisor will assess, in determining whether to further review, if the material would impact the Advisor’s voting decision. Clients may obtain a complete copy of the Voting Procedures including a summary of the guidelines and records of how their securities were voted by writing to their customer service representative at Dimensional Fund Advisors Ltd., 20 Triton Street, Regent’s Place, London NW1 3BF, United Kingdom. To the extent that a separate account or a sub-advised fund client has not authorized Dimensional UK or Dimensional UK has not agreed to vote proxies for securities in the client’s account, the client will be responsible for receiving and voting proxies for any and all securities maintained in its portfolio, and Dimensional UK is not responsible for forwarding proxies to the client. Depending on the circumstances and the terms of the client’s agreement, Dimensional UK may provide advice about a proxy from time to time.
Item 18. Financial information
A registered investment adviser is required to provide certain financial information or disclosures about the adviser’s financial condition. Dimensional UK believes that it has no financial
commitment that impairs its ability to meet contractual and fiduciary commitments to clients and has not been the subject of a bankruptcy proceeding.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.