EX-99.28.N.1 16 d296686dex9928n1.htm FORM OF AMENDED AND RESTATED MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3 Form of Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3

EX-28.n.1

FORM OF

DFA INVESTMENT DIMENSIONS GROUP INC.

Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3

I. INTRODUCTION

This Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 (the “Plan”) has been adopted by a majority of the Board of Directors of DFA Investment Dimensions Group Inc. (the “Company”), including a majority of the Directors who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Company (together, the “Independent Directors”), pursuant to Rule 18f-3 under the 1940 Act, with respect to each series of the Company listed on Exhibit A to this Plan (each a “Fund,” and together, the “Funds”).

The Plan designates the share classes offered by the Company: Institutional Class, Class L10, Class R1, and Class R2. In accordance with Rule 18f-3 under the 1940 Act, the Plan sets forth the differences among the classes with respect to distribution arrangements, shareholder services, expense allocations, and any related conversion features or exchange privileges.

The Company’s Board of Directors, including a majority of the Independent Directors, has determined that the Plan, including the allocation of expenses, is in the best interests of the Company as a whole, each Fund and each class of shares offered by each Fund.

II. ELEMENTS OF THE PLAN

Class Designation: The shares of each Fund shall be divided into the classes identified on Exhibit A to this Plan. Subject to approval by the Board of Directors, the Company may change the names designating the Funds’ classes of shares.

Differences in Distribution Arrangements: Institutional Class Shares and Class L10 Shares shall be available to eligible investors, including generally institutional investors, clients of registered investment advisors, and certain insurance company separate accounts (and others as disclosed in the Funds’ prospectuses, as amended from time to time (the “Prospectuses”)). Class R1 Shares and Class R2 Shares shall be available to defined contribution plans, health savings plans and qualified tuition programs (and others as disclosed in the Funds’ Prospectuses) that desire an expanded array of shareholder services, based on the requirements of the plans or programs as determined by such plans’ or programs’ sponsors or other fiduciaries, as disclosed in the Funds’ Prospectuses. All shares will be sold subject to the supervision of DFA Securities LLC (“DFAS”).

Institutional Class Shares, Class L10 Shares, Class R1 Shares, and Class R2 Shares have identical distribution arrangements, and such share classes shall not incur distribution expenses.

Differences in Shareholder Services: Investors in Institutional Class Shares shall receive a standard array of shareholder services, as described in the Prospectuses of Institutional Class Shares of the Funds. Investors in Class L10 Shares, Class R1 Shares, and Class R2 Shares shall receive an expanded (but not identical) array of shareholder services described in the Shareholder Services Agreements, as approved by the Company’s Board of Directors, and as


disclosed in the Prospectuses of Class L10 Shares, Class R1 Shares, and Class R2 Shares of the Funds. These shareholder services shall include, among others, recordkeeping services, account statement preparation and transmission (Class R2 Shares only), transaction reporting, and services in connection with shareholder meetings (Class R2 Shares only).

Expense Allocation: In accordance with Rule 18f-3 under the 1940 Act, all expenses of each Fund shall be allocated among the classes of shares of such Fund pro rata based on the relative net assets of each class, except that the (i) fees and expenses incurred by a Fund under a Shareholder Services Agreement for its Class L10 Shares, Class R1 Shares, or Class R2 Shares shall be allocated to such class of the Fund, and (v) the following types of expenses specific to each class shall be allocated to such class:

 

    transfer agency and other recordkeeping costs;

 

    Securities and Exchange Commission and blue sky registration or qualification fees;

 

    printing and postage expenses related to printing and distributing materials, such as shareholder reports, Prospectuses and proxies to current shareholders of a particular class or to regulatory authorities with respect to such class;

 

    audit or accounting fees or expenses relating solely to such class;

 

    the expenses of administrative personnel and services as required to support the shareholders of such class;

 

    litigation or other legal expenses relating solely to such class;

 

    Directors’ fees and expenses incurred as a result of issues relating solely to such class; and

 

    other expenses subsequently identified and determined to be properly allocated to such class.

Conversion Features: Institutional Class Shares, Class L10 Shares, Class R1 Shares, and Class R2 Shares shall have no conversion features.

Exchange Privileges: Institutional Class Shares, Class L10 Shares, Class R1 Shares, and Class R2 Shares of a Fund may be exchanged for shares of the identical class of shares of another series of the Company, according to the terms and conditions stated in each Fund’s Prospectus, to the extent permitted under the 1940 Act and the rules and regulations adopted thereunder.

Voting and Other Rights: All class shares shall each have: (a) exclusive voting rights on any matter submitted to shareholders that relates solely to the arrangements for that class; (b) separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; and (c) in all other respects, the same rights and obligations as the other classes.

Additional Information: The Plan is qualified by and subject to the terms of the Prospectuses for the applicable classes; provided, however, that none of the terms set forth in any such Prospectuses shall be inconsistent with the terms of the classes contained in the Plan. The Prospectuses for the Funds contain additional information about the classes and the Funds’ multiple class structure.

Adopted: March 23, 2007.

Amended and Restated: December 15, 2016.

 

2


Exhibit A

 

Fund

  

Classes

U.S. Micro Cap Portfolio   

Institutional Class

DFA One-Year Fixed Income Portfolio   

Institutional Class

DFA Short-Term Government Portfolio   

Institutional Class

United Kingdom Small Company Portfolio   

Institutional Class

Japanese Small Company Portfolio   

Institutional Class

Continental Small Company Portfolio   

Institutional Class

DFA Intermediate Government Fixed Income Portfolio   

Institutional Class

DFA Five-Year Global Fixed Income Portfolio   

Institutional Class

Asia Pacific Small Company Portfolio   

Institutional Class

Large Cap International Portfolio   

Institutional Class

U.S. Small Cap Portfolio   

Institutional Class

U.S. Small Cap Value Portfolio Institutional   

Institutional Class

U.S. Large Cap Value Portfolio   

Institutional Class

DFA Real Estate Securities Portfolio   

Institutional Class

LWAS/DFA International High Book to Market Portfolio   

Institutional Class

Emerging Markets Portfolio   

Institutional Class

DFA International Small Cap Value Portfolio   

Institutional Class

VA U.S. Large Value Portfolio   

Institutional Class

VA Global Bond Portfolio   

Institutional Class

VA U.S. Targeted Value Portfolio   

Institutional Class

VA International Value Portfolio   

Institutional Class

VA International Small Portfolio   

Institutional Class

VA Short-Term Fixed Portfolio   

Institutional Class

Enhanced U.S. Large Company Portfolio   

Institutional Class

DFA Two-Year Global Fixed Income Portfolio   

Institutional Class

International Small Company Portfolio   

Institutional Class

Emerging Markets Small Cap Portfolio   

Institutional Class

U.S. Targeted Value Portfolio   

Institutional Class, Class R1, and Class R2

Emerging Markets Value Portfolio   

Institutional Class and Class R2

Emerging Markets Core Equity Portfolio   

Institutional Class

Tax-Managed U.S. Targeted Value Portfolio   

Institutional Class

Tax-Managed U.S. Small Cap Portfolio   

Institutional Class

Tax-Managed U.S. Marketwide Value Portfolio   

Institutional Class

Tax-Managed DFA International Value Portfolio   

Institutional Class

Tax-Managed U.S. Equity Portfolio   

Institutional Class

DFA Short-Term Municipal Bond Portfolio   

Institutional Class

U.S. Core Equity 1 Portfolio   

Institutional Class

U.S. Core Equity 2 Portfolio   

Institutional Class

U.S. Vector Equity Portfolio   

Institutional Class

International Core Equity Portfolio   

Institutional Class

Emerging Markets Social Core Equity Portfolio   

Institutional Class

DFA Inflation-Protected Securities Portfolio   

Institutional Class

DFA International Real Estate Securities Portfolio   

Institutional Class

DFA California Short-Term Municipal Bond Portfolio   

Institutional Class

T.A. U.S. Core Equity 2 Portfolio   

Institutional Class

CSTG&E U.S. Social Core Equity 2 Portfolio   

Institutional Class

CSTG&E International Social Core Equity Portfolio   

Institutional Class

U.S. Social Core Equity 2 Portfolio   

Institutional Class

U.S. Sustainability Core 1 Portfolio   

Institutional Class

International Sustainability Core 1 Portfolio   

Institutional Class

DFA Selectively Hedged Global Fixed Income Portfolio   

Institutional Class

T.A. World ex U.S. Core Equity Portfolio   

Institutional Class

DFA Global Real Estate Securities Portfolio   

Institutional Class

International Vector Equity Portfolio   

Institutional Class

DFA Short-Term Extended Quality Portfolio   

Institutional Class

DFA Intermediate-Term Extended Quality Portfolio   

Institutional Class

DFA VA Global Moderate Allocation Portfolio   

Institutional Class and Class L10

World ex U.S. Value Portfolio   

Institutional Class

DFA Commodity Strategy Portfolio   

Institutional Class

 

A-1


DFA California Intermediate-Term Municipal Bond Portfolio   

Institutional Class

DFA Investment Grade Portfolio   

Institutional Class

World Core Equity Portfolio   

Institutional Class

DFA LTIP Portfolio   

Institutional Class

Selectively Hedged Global Equity Portfolio   

Institutional Class

DFA World ex U.S. Government Fixed Income Portfolio   

Institutional Class

DFA Intermediate-Term Municipal Bond Portfolio   

Institutional Class

World ex U.S. Targeted Value Portfolio   

Institutional Class

International Social Core Equity Portfolio   

Institutional Class

World ex U.S. Core Equity Portfolio   

Institutional Class

U.S. Large Cap Growth Portfolio   

Institutional Class

U.S. Small Cap Growth Portfolio   

Institutional Class

International Large Cap Growth Portfolio   

Institutional Class

International Small Cap Growth Portfolio   

Institutional Class

U.S. Large Cap Equity Portfolio   

Institutional Class

DFA Short-Duration Real Return Portfolio   

Institutional Class

DFA Municipal Real Return Portfolio   

Institutional Class

DFA Municipal Bond Portfolio   

Institutional Class

VIT Inflation-Protected Securities Portfolio   

Institutional Class

DFA NY Municipal Bond Portfolio   

Institutional Class

DFA Targeted Credit Portfolio   

Institutional Class

Dimensional Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2060 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2055 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2050 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2045 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2040 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2035 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2030 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2025 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2020 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2015 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2010 Target Date Retirement Income Fund   

Institutional Class and Class R2

Dimensional 2005 Target Date Retirement Income Fund   

Institutional Class and Class R2

DFA Social Fixed Income Portfolio   

Institutional Class

DFA Diversified Fixed Income Portfolio   

Institutional Class

Global Small Company Portfolio   

Institutional Class

 

A-2