485BXT 1 dimensionaletfbxt.htm
As filed with the U.S. Securities and Exchange Commission on January 29, 2021

File No. 333-239440
File No. 811-23580
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X]
 
Pre-Effective Amendment No. __
[   ]
 
Post-Effective Amendment No. 3
[X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]
 
Amendment No. 7
   
 (Check appropriate box or boxes.)
DIMENSIONAL ETF TRUST
(Exact Name of Registrant as Specified in Charter)
6300 Bee Cave Road, Building One, Austin, TX      78746
(Address of Principal Executive Office)  (Zip Code)
Registrant’s Telephone Number, including Area Code (512) 306-7400
Catherine L. Newell, Esquire
6300 Bee Cave Road, Building One, Austin, TX      78746
(Name and Address of Agent for Service)
Please send copies of all communications to:
Jana L. Cresswell, Esquire
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8048
It is proposed that this filing will become effective (check appropriate box):
[   ] immediately upon filing pursuant to paragraph (b)
[X] on February 28, 2021 pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[   ] on [Date] pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] on [Date] pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[X]
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Titles of Securities Being Registered:
 
Dimensional U.S. Equity ETF
Dimensional U.S. Small Cap ETF
Dimensional U.S. Targeted Value ETF
Dimensional U.S. Core Equity 2 ETF
Dimensional International Value ETF
Dimensional World ex U.S. Core Equity 2 ETF
 





This Post-Effective Amendment Nos. 3/7 to Registration File Nos. 333-239440/811-23580 includes the following:

1.
FACING PAGE

2.
CONTENTS PAGE

3.
PART A – Prospectus relating to the Dimensional U.S. Equity ETF, Dimensional U.S. Small Cap ETF, Dimensional U.S. Targeted Value ETF, Dimensional U.S. Core Equity 2 ETF, Dimensional International Value ETF, and Dimensional World ex U.S. Core Equity 2 ETF series of shares*


4.
PART B – Statement of Additional Information relating to the Dimensional U.S. Equity ETF, Dimensional U.S. Small Cap ETF, Dimensional U.S. Targeted Value ETF, Dimensional U.S. Core Equity 2 ETF, Dimensional International Value ETF, and Dimensional World ex U.S. Core Equity 2 ETF series of shares*

5.
PART C – Other Information

6.
SIGNATURES

*
The Prospectus and Statement of Additional Information relating to the shares of the Portfolios are incorporated into this filing by reference to the electronic filing of Post-Effective Amendment Nos. 2/6 to the Registration Statement of the Registrant, which was filed with the U.S. Securities and Exchange Commission (“SEC”) via the EDGAR system pursuant to Rule 485(a)(2) on November 17, 2020 (Accession Number 0001794202-20-000482).


EXPLANATORY NOTE


Post-Effective Amendment Nos. 2/6 (“PEA 2/6”) was filed with the U.S. Securities and Exchange Commission (“SEC”) via the EDGAR system pursuant to Rule 485(a)(2) on November 17, 2020 (Accession Number 0001794202-20-000482) to be effective 75 days after filing.
  
Pursuant to Rule 485(b)(1)(iii) of the Securities Act of 1933, as amended, this Post-Effective Amendment Nos. 3/7 (“PEA 3/7”)  to the Registration Statement for the Dimensional ETF Trust (the “Registrant”) is being filed solely for the purpose of delaying the effectiveness of PEA 2/6 relating to the Dimensional U.S. Equity ETF, Dimensional U.S. Small Cap ETF, Dimensional U.S. Targeted Value ETF, Dimensional U.S. Core Equity 2 ETF, Dimensional International Value ETF, and Dimensional World ex U.S. Core Equity 2 ETF series of the Registrant (the “Portfolios”). This PEA 3/7 relates only to the Portfolios and does not otherwise delete, amend, or supersede any information relating to any other series of the Registrant.
 
Accordingly, the prospectus and statement of additional information of the Registrant as filed in PEA 2/6 are incorporated herein by reference in their entirety into this filing. As stated on the cover page to this filing, this PEA 3/7 is being filed for the sole purpose of designating February 28, 2021 as the new date upon which PEA 2/6 shall become effective.
 


DIMENSIONAL ETF TRUST

PART C

OTHER INFORMATION

ITEM 28.  EXHIBITS.

The following exhibits are incorporated by reference to the previously filed documents indicated below, except as noted:

(a) Charter.


(i)


(ii)


(a)


(b)

(b) By-laws.


(i)

(c) Instruments Defining Rights of Security Holders.

(i)   Agreement and Declaration of Trust.

(a)
Article III, Shares

(b)
Article V, Shareholders’ Voting Powers and Meetings

(c)
Article VI, Net Asset Value; Distributions; Redemptions; Transfers

(d)
Article VIII, Certain Transactions

(e)
Article X, Miscellaneous

(ii)   By-Laws.
(a) Article II, Meetings of Shareholders
(b) Article VI, Records and Reports
(c) Article VII, General Matters
(d) Article VIII, Amendments

(iii)    Part B, Statement of Additional Information – Item 22.

(d) Investment Advisory Contracts.




(i)   Investment Management Agreements.


(1)


(2)


(3)


(4)


(5)


(6)


(7)


(8)


(9)




(ii)   Sub-Advisory Agreements.


(1)


(2)


(3)


(4)


(5)


(6)


(7)


(8)



(e) Underwriting Contracts.


(i)


(ii)

(f) Bonus or Profit Sharing Contracts.
 Not Applicable.

(g) Custodian Agreements.


(i)

(h) Other Material Contracts.


(i)


(ii)


(iii)

(i) Legal Opinion


(i)

(j) Other Opinions


(i)

(k) Omitted Financial Statements
Not Applicable.

(l) Initial Capital Agreements.





(i)

(m) Rule 12b-1 Plan


(i)

(n) Rule 18f-3 Plan.
Not Applicable.

(p) Code of Ethics


(i)

(q) Power of Attorney



ITEM 29.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND.

None

ITEM 30.  INDEMNIFICATION.

Reference is made to Article VII of the Registrant’s Agreement and Declaration of Trust, which is incorporated by reference.

Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking:



Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to the trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, an officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 31.  BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.


(a) Dimensional Fund Advisors LP, with a principal place of business located at 6300 Bee Cave Road, Building One, Austin TX 78746, the investment manager for the Registrant, is also the investment manager for four other registered open-end investment companies, DFA Investment Dimensions Group Inc., The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc. The Advisor also serves as sub-advisor for certain other registered investment companies.

The Advisor is engaged in the business of providing investment advice primarily to institutional investors. For additional information, please see “Management of the Fund” in PART A and “Directors and Officers” in PART B of this Registration Statement.

Additional information as to the Advisor and the partners and executive officers of the Advisor is included in the Advisor’s Form ADV filed with the Commission (File No. 801-16283), which is incorporated herein by reference and sets forth the executive officers and partners of the Advisor and information as to any business, profession, vocation or employment or a substantial nature engaged in by those officers and partners during the past two years.

(b) The Sub-Advisor for the Dimensional Emerging Core Equity Market ETF, Dimensional International Core Equity Market ETF, Dimensional International Value ETF and Dimensional World ex U.S. Core Equity 2 ETF, each a series of the Registrant, is Dimensional Fund Advisors Ltd. (“DFAL”). DFAL has its principal place of business is 20 Triton Street, Regent’s Place, London, NW13BF, United Kingdom. Additional information as to the DFAL and the directors and officers of DFAL is included in the DFAL’s Form ADV filed with the Commission (File No. 801-40136), which is incorporated herein by reference and sets forth the officers and directors of DFAL and information as to any business, profession, vocation or employment or a substantial nature engaged in by those officers and directors during the past two years.

(c) The Sub-Advisor for the Dimensional Emerging Core Equity Market ETF, Dimensional International Core Equity Market ETF, Dimensional International Value ETF and Dimensional World ex U.S. Core Equity 2 ETF, each a series of the Registrant, is DFA Australia Limited (“DFA Australia”). DFA Australia has its principal place of business is Level 43 Gateway, 1 MacQuarie Place, Sydney, New South Wales 2000, Australia. Additional information as to DFA Australia and the directors and officers of DFA Australia is included in DFA Australia’s Form ADV filed with the Commission (File No. 801-48036), which is incorporated herein by reference and sets forth the officers and directors of DFA Australia and information as to any business, profession, vocation or employment or a substantial nature engaged in by those officers and directors during the past two years.




ITEM 32.  PRINCIPAL UNDERWRITERS.

(a)
DFA Securities LLC, (“DFAS”) is the principal underwriter for the Registrant. DFAS also serves as principal underwriter for DFA Investment Dimensions Group Inc., The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund and Dimensional Investment Group Inc.
(b)
The following table sets forth information as to the Distributor’s Officers, Partners and Control Persons. The address of each officer is 6300 Bee Cave Road, Austin, Texas 78746:

Name and Principal Business Address
Positions and Offices with Underwriter
Positions and Offices with Fund
Valerie A. Brown
Vice President and Assistant Secretary
Vice President and Assistant Secretary
Ryan P. Buechner
Vice President
Vice President and Assistant Secretary
David P. Butler
Co-Chief Executive Officer
Co-Chief Executive Officer
Stephen A. Clark
Executive Vice President
Executive Vice President
Randy C. Olson
Vice President and Chief Compliance Officer
Vice President and Chief Compliance Officer
Lisa M. Dallmer
Vice President
Vice President, Chief Financial Officer, and Treasurer
Bernard J. Grzelak
Vice President, Chief
Financial Officer, and Treasurer
Not Applicable
Jeff J. Jeon
Vice President
Vice President
Joy L. Lopez
Vice President
Vice President and Assistant Treasurer
Kenneth M. Manell
Vice President
Vice President
Catherine L. Newell
Executive Vice President, Secretary and General Counsel
President and General Counsel
Carolyn L. O
Vice President
Vice President and Secretary
Gerard K. O'Reilly
Co-Chief Executive Officer and Chief Investment Officer
Co-Chief Executive Officer and Chief Investment Officer
James J. Taylor
Vice President
Vice President and Assistant Treasurer
David G. Booth
Executive Chairman
Chairman and Director
Dimensional Fund Advisors LP
Sole Member
Not Applicable

(c) Not applicable



ITEM 33.  LOCATION OF ACCOUNTS AND RECORDS.

Name
Address
Dimensional ETF Trust
6300 Bee Cave Road,
Building One
Austin, TX 78746
Citibank, N.A.
111 Wall Street
New York, New York 10005
Citi Fund Services Ohio, Inc.
400 Easton Commons, Suite 200, Columbus, Ohio 43219

ITEM 34.
MANAGEMENT SERVICES.

There are no management-related service contracts not discussed in Part A or Part B.

ITEM 35.
UNDERTAKINGS.

Not Applicable


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment Nos. 3/7 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, the State of Texas, as of this 29th day of January, 2021.

DIMENSIONAL ETF TRUST
(Registrant)

By:     /s/ Catherine L. Newell*
Catherine L. Newell, President
(Signature and Title)

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

Signature
 
Title
 
Date
 
/s/ David G. Booth*
 
 
Trustee and Chairman
 
January 29, 2021
David G. Booth
       
         
/s/ Gerard K. O’Reilly*
 
Co-Chief Executive Officer and
 
January 29, 2021
Gerard K. O’Reilly
 
Chief Investment Officer
   
         
/s/ David P. Butler*
 
Co-Chief Executive Officer
 
January 29, 2021
David P. Butler
       
         
/s/ Lisa M. Dallmer*
 
Chief Financial Officer (Principal Financial Officer),
 
January 29, 2021
Lisa M. Dallmer
 
Treasurer (Principal Accounting Officer) and Vice President
   
         
/s/ George M. Constantinides*
 
Trustee
 
January 29, 2021
George M. Constantinides
       
         
/s/ Douglas W. Diamond*
 
Trustee
 
January 29, 2021
Douglas W. Diamond
       
         
/s/ Darrell Duffie*
 
Trustee
 
January 29, 2021
Darrell Duffie
       
         
/s/ Roger G. Ibbotson*
 
Trustee
 
January 29, 2021
Roger G. Ibbotson
       
         
/s/ Myron S. Scholes*
 
Trustee
 
January 29, 2021
Myron S. Scholes
       
         
/s/ Abbie J. Smith*
 
Trustee
 
January 29, 2021
Abbie J. Smith
       
         
/s/ Ingrid M. Werner*
 
Trustee
 
January 29, 2021
Ingrid M. Werner
       

* By:   /s/ Ryan P. Buechner
Ryan P. Buechner
Attorney-in-Fact (Pursuant to a Power of Attorney)



DIMENSIONAL ETF TRUST
REGISTRATION STATEMENT



EXHIBITS INDEX



EXHIBIT NO.
DESCRIPTION
 
No exhibits to be filed.