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SEC Company Response from DFA INVESTMENT DIMENSIONS GROUP INC (CIK 0000355437) — Dec 30, 2025

DFA INVESTMENT DIMENSIONS GROUP INC (CIK 0000355437)
Date: Dec. 30, 2025 · CIK: 0000355437 · Accession: 0002071844-25-000677

AI Filing Summary & Sentiment

File numbers found in text: 811-03258, 811-06067

Date
December 30, 2025
Author
Not clearly detected
Form
CORRESP
Company
DFA INVESTMENT DIMENSIONS GROUP INC (CIK 0000355437)

Letter

Via EDGAR Division of Investment Management Washington, D.C. 20549-9303 DFA Investment Dimensions Group Inc./Dimensional Investment Group Inc. File Nos. 002-73948 and 811-03258/033-33980 and 811-06067

Re:

Dear Ms. Rowland:

On behalf of DFA Investment Dimensions Group Inc. (“DFAIDG”) and Dimensional Investment Group Inc. (“DIG” and collectively with DFAIDG, the “Registrant”), the following are the responses to the Staff’s comments conveyed with regard to Post-Effective Amendment Nos. 263/265 to the Registration Statement of DFAIDG and Post-Effective Amendment Nos. 91/92 to the Registration Statement of DIG (collectively, the “Amendment”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 9, 2025, pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 485(a)(1) under the Securities Act of 1933, as amended (the “1933 Act”), for the purposes of registering ETF Class shares of the U.S. Large Cap Equity Portfolio, U.S. Small Cap Value Portfolio, U.S. Targeted Value Portfolio, U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, U.S. Vector Equity Portfolio, U.S. Small Cap Portfolio, U.S. Micro Cap Portfolio, U.S. High Relative Profitability Portfolio, DFA Real Estate Securities Portfolio, U.S. Large Cap Growth Portfolio, and U.S. Small Cap Growth Portfolio, series of DFAIDG, and ETF Class shares of the U.S. Large Company Portfolio, a series of DIG (each, a “Portfolio” and collectively, the “Portfolios”).

Each SEC Staff comment is summarized below, followed by the Registrant’s response to the comment. Capitalized terms not otherwise defined in this letter have the meanings assigned to the terms in the Amendment. The Registrant understands that the Registrant and management are responsible for the accuracy and adequacy of the disclosures notwithstanding any review comment or action of the Staff of the SEC. The Registrant further acknowledges that, to the extent disclosure appears multiple times throughout the Amendment, any comment with regard to such disclosure applies equally throughout.

Prospectus

1. Comment. Please supplementally confirm what the Registrant’s plan is with respect to seeking relief from the Securities Exchange Act of 1934 for the Portfolios’ ETF Class shares.

U.S. Securities and Exchange Commission

December 30, 2025

Page 2

Response. The Registrant supplementally confirms that it is aware that the Investment Company Institute is working with the SEC’s Division of Trading and Markets as well as the Division of Corporation Finance to obtain the necessary class relief, on which the Registrant intends to rely on when granted.

2. Comment. On the cover page for the Portfolios’ ETF Class shares summary and statutory prospectuses, please: (1) bold the disclosure noting that the shares are listed on a national securities exchange and, unlike mutual fund shares, are not individually redeemable; and (2) add disclosure in bold noting that the Portfolios offer one or more mutual fund classes of shares, to make the disclosure more prominent.

Response. The Registrant has revised the disclosure accordingly.

3. Comment. Under each Portfolio’s name at the beginning of the summary section of the prospectus, and in the corresponding summary prospectus, please include a sub-heading that says “ETF Class shares.”

Response. The Registrant has revised the disclosure accordingly.

4. Comment. Please explain why the Other Expenses are estimated for the ETF Class shares in the Annual Fund Operating Expenses table. A new share class is not considered a new fund under Form N-1A.

Response. The Registrant supplementally confirms that the Other Expenses are estimated because, while the Portfolios’ Institutional Class shares are operational, the ETF Class shares’ expenses are based on estimated asset levels and reflect one-time organizational costs.

5. Comment. Please include the 5- and 10-Year Expense Examples for each Portfolio’s ETF Class shares.

Response. The Registrant has revised the disclosure accordingly.

6. Comment. In the “Principal Investment Strategies” section of each summary, please: (1) confirm that the following language will be included in the corresponding prospectus of each Portfolio’s Institutional Class shares; and (2) consider revising the reference to “such index funds” to “passively managed funds” to avoid confusion:

•

The Portfolio’s ETF Class operates as an actively managed exchange-traded fund and does not seek to replicate the performance of a specific index and may have a higher degree of portfolio turnover than such index funds.

Response. The Registrant has revised the disclosure to reference “passively managed indexed funds”; however, the Registrant does not believe the statement is appropriate for the Institutional Class shares’ prospectuses because, as opposed to the ETF universe, passively managed funds do not significantly outnumber actively managed funds in the mutual fund universe.

U.S. Securities and Exchange Commission

December 30, 2025

Page 3

7. Comment. In the “Principal Risks” section of each summary, please group the principal risks specific to the ETFs together and include an introductory explanatory statement noting that because the ETF Class shares are traded on an exchange, they are subject to such risks. In addition, please refer to the “ETF Class shares” within the risks, as opposed to the “Portfolio.”

Response. The Registrant has revised the disclosure accordingly.

8. Comment. Please supplementally confirm whether any of the risks identified under the “Multi-Class ETF Fund Structure” section of the prospectus are principal risks, and if so, include corresponding disclosure in the Item 4 and Item 9 principal risks.

Response. The Registrant supplementally confirms that the potential risks identified within the “Multi-Class ETF Fund Structure” section of the prospectus are not considered principal risks of the Portfolios’ principal investment strategies and believes they are appropriately disclosed under the “Multi-Class ETF Fund Structure” section of the prospectus.

9. Comment. Please add disclosure to the “Market Trading Risk” in each summary prospectus to address the risks of the market for the ETF Class shares potentially becoming less liquid during stressed market conditions.

Response. The Registrant will incorporate the following statement from the “Market Trading Risk” in the Item 9 risk section into the corresponding summary section risk:

•

Additionally, in stressed market conditions, the market for the [ETF Class] shares may become less liquid in response to deteriorating liquidity in the markets for the fund’s portfolio holdings, which may cause a significant variance in the market price of the [ETF Class] shares and their underlying value as well as an increase in the [ETF Class shares’] bid-ask spread.

10. Comment. In the “Performance” section of each summary, please revise the disclosure in the introductory paragraph and the corresponding footnote to state that the returns for the ETF Class shares may vary from the returns of the Institutional Class shares due to the ETF Class shares having higher expenses.

Response. The Registrant supplementally confirms that the Other Expenses in the Annual Fund Operating Expenses table are higher than the Institutional Class shares because: (1) the Institutional Class shares of each Portfolio are operational share classes with significantly higher asset sizes than the initial asset size utilized to estimate the initial fiscal year expenses of a new share class, which reduces the impact of fixed expenses on the Institutional Class shares due to economies of scale; and (2) the ETF Class shares’ expenses include one-time organizational costs. The Registrant notes, however, that the ETF Class shares of each Portfolio have fee waivers in place that limit the impact of the increased expenses to be incurred during the initial fiscal year of each Portfolio’s ETF Class shares. The Registrant supplementally notes it does not anticipate that the ETF Class shares of each Portfolio will have higher ongoing Other Expenses than the corresponding Institutional Class shares at similar asset levels when excluding one-time organizational costs. Accordingly, since the ETF Class shares do not impose sales loads or 12b-1

U.S. Securities and Exchange Commission

December 30, 2025

Page 4

fees, the Registrant does not believe it would be accurate to state that the returns of the ETF Class shares during the performance period shown would have been lower due to the ETF Class shares having higher expenses.

11. Comment. In the “Purchase and Sale of Shares” section of each summary, please specifically state that the ETF Class shares are not individually redeemable and, along with the disclosure regarding the shares being traded on an exchange, bold the disclosure.

Response. The Registrant has revised the disclosure accordingly.

12. Comment. In the “Additional Information on Investment Objectives and Policies” section of the prospectus, please bold the disclosure that states “each Portfolio also offers a conventional mutual fund share class in a separate prospectus that are not exchange-traded.”

Response. The Registrant has revised the disclosure accordingly.

13. Comment. Please incorporate any revisions to the summary sections of the prospectuses into the corresponding disclosure in the back of the prospectus.

Response. The Registrant has revised the disclosure accordingly.

14. Comment. Under the “Multi-Class ETF Fund Structure” section of the prospectus, please incorporate the following revisions:

•

Add cross-references to each of the sub-sections of the prospectus and/or statement of additional information (“SAI”) that provide greater detail regarding the differing shareholder rights, the timing of dividend declarations and payments, and the timing and ability of shareholders to automatically reinvest dividends;

•

Clarify that the consequences described are associated with holding shares of a multi-class ETF fund, as opposed to holding shares of a standalone ETF;

•

Revise the statement regarding the potential for “greater portfolio transaction costs and taxable capital gains distributions” to clarify those would be the result of “purchases and redemptions by shareholders of the Institutional Class;” and

•

Highlight that cash drag could impact performance.

Response. The Registrant has revised the disclosure as shown below:

Due to the structural and operational differences of mutual funds and ETFs, shareholders of the mutual fund and ETF Class shares of a Multi-Class ETF Fund will have differing shareholder rights with respect to exchange privileges, how shares are purchased and redeemed, the timing of dividend declarations and payments, and the timing and ability to automatically reinvest dividends. For additional information regarding these differences, see “Dividends, Capital Gains Distributions and Taxes—Dividends and Distributions” and “Purchase and Sale of Shares—Conversions” in this Prospectus and “Shareholder

U.S. Securities and Exchange Commission

December 30, 2025

Page 5

Rights” and “Creation and Redemption of Creation Units—Conversions” in the SAI. In addition, because all of the classes of a Multi-Class ETF Fund are based on the same portfolio, transactions through one class could generate portfolio transaction costs and tax consequences for shareholders in other classes. For example, shareholders of the ETF Class of a Multi-Class ETF Fund (i.e., as opposed to shareholders of a standalone ETF) have the potential to experience greater portfolio transaction costs and taxable capital gains distributions as a result of shareholder purchases and redemptions throughby shareholders of the Institutional Class, as well as costs due to cash drag associated with the Fund holding the cash necessary to satisfy redemptions of the Institutional Class shares, which could impact performance. At the same time, shareholders of all classes of a Multi-Class ETF Fund might benefit from cost savings and economies of scale to the extent that the multiple classes draw additional assets to the Multi-Class ETF Fund.

15. Comment. Under the “Multi-Class ETF Fund Structure” section of the prospectus, consider adding disclosure regarding any conflicts of interest between the ETF and mutual fund share classes with respect to voting rights, to the extent such conflicts rise to the level of necessitating disclosure.

Response. The Registrant supplementally confirms that it does not believe any potential conflicts of interest between the ETF and mutual fund share classes are material risks of the ETF Class shares and believes the differences between the share classes and shareholder rights are appropriately disclosed throughout the prospectus and in the “Shareholder Rights” section of the SAI.

16. Comment. Under the “Multi-Class ETF Fund Structure” section of the prospectus, consider incorporating disclosure regarding the initial and ongoing reports the Advisor will provide to the Board of the Registrant regarding the multi-class ETF fund structure.

Response. The Registrant has revised the disclosure as shown below:

The use of this structure is subject to terms and conditions set forth in the SEC exemptive order that are designed to ensure that the Advisor and the Board focus on these potential issues on an initial and ongoing basis. The conditions include that the Board, and a majority of the independent directors, approve (initially, and at least annually thereafter) the operation of a Multi-Class ETF Fund pursuant to a multiple-class plan, finding that the plan is in the best interests of each mutual fund class and the ETF Class individually, and in the best interests of the Multi-Class ETF Fund as a whole. The Advisor shall prepare written reports to assist the Board’s findings that contain information regarding, among other items, the potential and/or observed benefits and costs to each class individually and the Fund as a whole due to the structure, the appropriateness of the Fund’s investment strategy for the structure, and the potential and/or observed material conflicts of interest between the classes and/or material negative consequences resulting from the structure.

17. Comment. Under the “Fee Waiver and Expense Assumption Agreements” section of the prospectus, please revise the first sentence under each sub-heading to remove any repetitive phrases.

U.S. Securities and Exchange Commission

December 30, 2025

Page 6

Response. The Registrant has revised the disclosure, as applicable, as follows:

•

The Advisor has contractually agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of the ETF Class shares of the Portfolio to the extent necessary to reduce the ordinary operating expenses of the ETF Class shares of the Portfolio (excluding expenses incurred through investment in other investment companies) (“Portfolio Expenses”) to the extent

Show Raw Text
CORRESP
1
filename1.htm

    December 30, 2025

    Via EDGAR

    Emily Rowland

    U.S. Securities and Exchange Commission

    Division of Investment Management

    100 F Street, N.E.

    Washington, D.C. 20549-9303

            Re:

            DFA Investment Dimensions Group Inc./Dimensional Investment Group Inc.

            File Nos. 002-73948 and 811-03258/033-33980 and 811-06067

    Dear Ms. Rowland:

    On behalf of DFA Investment Dimensions Group Inc. (“DFAIDG”) and Dimensional Investment Group Inc. (“DIG” and collectively with DFAIDG, the “Registrant”), the
      following are the responses to the Staff’s comments conveyed with regard to Post-Effective Amendment Nos. 263/265 to the Registration Statement of DFAIDG and Post-Effective Amendment Nos. 91/92 to the Registration Statement of DIG (collectively, the
      “Amendment”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 9, 2025, pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), and Rule 485(a)(1) under the Securities Act of 1933, as amended (the
      “1933 Act”), for the purposes of registering ETF Class shares of the U.S. Large Cap Equity Portfolio, U.S. Small Cap Value Portfolio, U.S. Targeted Value Portfolio, U.S. Core Equity 1 Portfolio, U.S. Core Equity 2 Portfolio, U.S. Vector Equity
      Portfolio, U.S. Small Cap Portfolio, U.S. Micro Cap Portfolio, U.S. High Relative Profitability Portfolio, DFA Real Estate Securities Portfolio, U.S. Large Cap Growth Portfolio, and U.S. Small Cap Growth Portfolio, series of DFAIDG, and ETF Class
      shares of the U.S. Large Company Portfolio, a series of DIG (each, a “Portfolio” and collectively, the “Portfolios”).

    Each SEC Staff comment is summarized below, followed by the Registrant’s response to the comment.  Capitalized terms not otherwise defined in this letter have
      the meanings assigned to the terms in the Amendment. The Registrant understands that the Registrant and management are responsible for the accuracy and adequacy of the disclosures notwithstanding any review comment or action of the Staff of the SEC.
      The Registrant further acknowledges that, to the extent disclosure appears multiple times throughout the Amendment, any comment with regard to such disclosure applies equally throughout.

    Prospectus

    1. Comment.  Please supplementally confirm what the Registrant’s plan is with respect to seeking relief from the Securities Exchange Act of 1934 for the Portfolios’ ETF Class shares.

    U.S. Securities and Exchange Commission

      December 30, 2025

      Page 2

    Response. The Registrant supplementally confirms that it is aware that the Investment Company Institute is working with the SEC’s Division of Trading and
      Markets as well as the Division of Corporation Finance to obtain the necessary class relief, on which the Registrant intends to rely on when granted.

    2. Comment.   On the cover page for the Portfolios’ ETF Class shares summary and statutory prospectuses, please: (1) bold the disclosure noting that the shares are listed on a national securities exchange and, unlike
        mutual fund shares, are not individually redeemable; and (2) add disclosure in bold noting that the Portfolios offer one or more mutual fund classes of shares, to make the disclosure more prominent.

    Response.  The Registrant has revised the disclosure accordingly.

    3. Comment.   Under each Portfolio’s name at the beginning of the summary section of the prospectus, and in the corresponding summary prospectus, please include a sub-heading that says “ETF Class shares.”

    Response. The Registrant has revised the disclosure accordingly.

    4. Comment.   Please explain why the Other Expenses are estimated for the ETF Class shares in the Annual Fund Operating Expenses table.  A new share class is not considered a new fund under Form N-1A.

    Response.  The Registrant supplementally confirms that the Other Expenses are estimated because, while the Portfolios’ Institutional Class shares are
      operational, the ETF Class shares’ expenses are based on estimated asset levels and reflect one-time organizational costs.

    5. Comment.   Please include the 5- and 10-Year Expense Examples for each Portfolio’s ETF Class shares.

    Response. The Registrant has revised the disclosure accordingly.

    6. Comment.   In the “Principal Investment Strategies” section of each summary, please: (1) confirm that the following language will be included in the corresponding prospectus of each Portfolio’s Institutional Class
        shares; and (2) consider revising the reference to “such index funds” to “passively managed funds” to avoid confusion:

          •

            The Portfolio’s ETF Class operates as an actively managed exchange-traded fund and does not seek to replicate the performance of a specific index and may have a higher degree of portfolio turnover than such index
              funds.

    Response. The Registrant has revised the disclosure to reference “passively managed indexed funds”; however, the Registrant does not believe the statement
      is appropriate for the Institutional Class shares’ prospectuses because, as opposed to the ETF universe, passively managed funds do not significantly outnumber actively managed funds in the mutual fund universe.

    U.S. Securities and Exchange Commission

      December 30, 2025

      Page 3

    7. Comment.   In the “Principal Risks” section of each summary, please group the principal risks specific to the ETFs together and include an introductory explanatory statement noting that because the ETF Class shares
        are traded on an exchange, they are subject to such risks.  In addition, please refer to the “ETF Class shares” within the risks, as opposed to the “Portfolio.”

    Response. The Registrant has revised the disclosure accordingly.

    8. Comment.   Please supplementally confirm whether any of the risks identified under the “Multi-Class ETF Fund Structure” section of the prospectus are principal risks, and if so, include corresponding disclosure in
        the Item 4 and Item 9 principal risks.

    Response.  The Registrant supplementally confirms that the potential risks identified within the “Multi-Class ETF Fund Structure” section of the
      prospectus are not considered principal risks of the Portfolios’ principal investment strategies and believes they are appropriately disclosed under the “Multi-Class ETF Fund Structure” section of the prospectus.

    9. Comment.   Please add disclosure to the “Market Trading Risk” in each summary prospectus to address the risks of the market for the ETF Class shares potentially becoming less liquid during stressed market conditions.

    Response. The Registrant will incorporate the following statement from the “Market Trading Risk” in the Item 9 risk section into the corresponding summary
      section risk:

          •

             Additionally, in stressed market conditions, the market for the [ETF Class] shares may become less liquid in response to deteriorating liquidity in the markets for the fund’s portfolio holdings, which may cause a
              significant variance in the market price of the [ETF Class] shares and their underlying value as well as an increase in the [ETF Class shares’] bid-ask spread.

    10. Comment.   In the “Performance” section of each summary, please revise the disclosure in the introductory paragraph and the corresponding footnote to state that the returns for the ETF Class shares may vary from the
        returns of the Institutional Class shares due to the ETF Class shares having higher expenses.

    Response.  The Registrant supplementally confirms that the Other Expenses in the Annual Fund Operating Expenses table are higher than the Institutional
      Class shares because: (1) the Institutional Class shares of each Portfolio are operational share classes with significantly higher asset sizes than the initial asset size utilized to estimate the initial fiscal year expenses of a new share class,
      which reduces the impact of fixed expenses on the Institutional Class shares due to economies of scale; and (2) the ETF Class shares’ expenses include one-time organizational costs.  The Registrant notes, however, that the ETF Class shares of each
      Portfolio have fee waivers in place that limit the impact of the increased expenses to be incurred during the initial fiscal year of each Portfolio’s ETF Class shares. The Registrant supplementally notes it does not anticipate that the ETF Class
      shares of each Portfolio will have higher ongoing Other Expenses than the corresponding Institutional Class shares at similar asset levels when excluding one-time organizational costs.  Accordingly, since the ETF Class shares do not impose sales
      loads or 12b-1

    U.S. Securities and Exchange Commission

      December 30, 2025

      Page 4

    fees, the Registrant does not believe it would be accurate to state that the returns of the ETF Class shares during the performance period shown would have been lower due to the
      ETF Class shares having higher expenses.

    11. Comment.   In the “Purchase and Sale of Shares” section of each summary, please specifically state that the ETF Class shares are not individually redeemable and, along with the disclosure regarding the shares being
        traded on an exchange, bold the disclosure.

    Response. The Registrant has revised the disclosure accordingly.

    12. Comment.   In the “Additional Information on Investment Objectives and Policies” section of the prospectus, please bold the disclosure that states “each Portfolio also offers a conventional mutual fund share class in
        a separate prospectus that are not exchange-traded.”

    Response. The Registrant has revised the disclosure accordingly.

    13. Comment.  Please incorporate any revisions to the summary sections of the prospectuses into the corresponding disclosure in the back of the prospectus.

    Response. The Registrant has revised the disclosure accordingly.

    14. Comment.  Under the “Multi-Class ETF Fund Structure” section of the prospectus, please incorporate the following revisions:

          •

            Add cross-references to each of the sub-sections of the prospectus and/or statement of additional information (“SAI”) that provide greater detail regarding the differing shareholder rights, the timing of dividend
              declarations and payments, and the timing and ability of shareholders to automatically reinvest dividends;

          •

            Clarify that the consequences described are associated with holding shares of a multi-class ETF fund, as opposed to holding shares of a standalone ETF;

          •

            Revise the statement regarding the potential for “greater portfolio transaction costs and taxable capital gains distributions” to clarify those would be the result of “purchases and redemptions by shareholders of
              the Institutional Class;” and

          •

            Highlight that cash drag could impact performance.

    Response. The Registrant has revised the disclosure as shown below:

    Due to the structural and operational differences of mutual funds and ETFs, shareholders of the mutual fund and ETF Class shares of a Multi-Class ETF Fund will have differing
      shareholder rights with respect to exchange privileges, how shares are purchased and redeemed, the timing of dividend declarations and payments, and the timing and ability to automatically reinvest dividends. For additional information regarding these differences, see “Dividends, Capital Gains Distributions and Taxes—Dividends and Distributions” and “Purchase and Sale of Shares—Conversions” in this Prospectus and “Shareholder

    U.S. Securities and Exchange Commission

      December 30, 2025

      Page 5

    Rights” and “Creation and Redemption of Creation Units—Conversions” in the SAI. In addition, because all of the classes of a Multi-Class ETF Fund are based on the same portfolio, transactions through one class could generate portfolio transaction costs and tax consequences
      for shareholders in other classes.  For example, shareholders of the ETF Class of a Multi-Class ETF Fund (i.e., as opposed to shareholders of a standalone ETF) have the
      potential to experience greater portfolio transaction costs and taxable capital gains distributions as a result of shareholder purchases and redemptions throughby shareholders of the Institutional Class, as well as costs due to cash drag associated with the Fund holding the cash necessary to satisfy redemptions of the Institutional
      Class shares, which could impact performance.   At the same time, shareholders of all classes of a Multi-Class ETF Fund might benefit from cost savings and economies of
      scale to the extent that the multiple classes draw additional assets to the Multi-Class ETF Fund.

    15. Comment.  Under the “Multi-Class ETF Fund Structure” section of the prospectus, consider adding disclosure regarding any conflicts of interest between the ETF and mutual fund share classes with respect to voting
        rights, to the extent such conflicts rise to the level of necessitating disclosure.

    Response.  The Registrant supplementally confirms that it does not believe any potential conflicts of interest between the ETF and mutual fund share
      classes are material risks of the ETF Class shares and believes the differences between the share classes and shareholder rights are appropriately disclosed throughout the prospectus and in the “Shareholder Rights” section of the SAI.

    16. Comment.  Under the “Multi-Class ETF Fund Structure” section of the prospectus, consider incorporating disclosure regarding the initial and ongoing reports the Advisor will provide to the Board of the Registrant
        regarding the multi-class ETF fund structure.

    Response. The Registrant has revised the disclosure as shown below:

    The use of this structure is subject to terms and conditions set forth in the SEC exemptive order that are
        designed to ensure that the Advisor and the Board focus on these potential issues on an initial and ongoing basis.  The conditions include that the Board, and a majority of the independent directors, approve (initially, and at least annually
        thereafter) the operation of a Multi-Class ETF Fund pursuant to a multiple-class plan, finding that the plan is in the best interests of each mutual fund class and the ETF Class individually, and in the best interests of the Multi-Class ETF Fund as
        a whole. The Advisor shall prepare written reports to assist the Board’s findings that contain information regarding, among other items, the potential and/or observed
          benefits and costs to each class individually and the Fund as a whole due to the structure, the appropriateness of the Fund’s investment strategy for the structure, and the potential and/or observed material conflicts of interest between the
          classes and/or material negative consequences resulting from the structure.

    17. Comment.  Under the “Fee Waiver and Expense Assumption Agreements” section of the prospectus, please revise the first sentence under each sub-heading to remove any repetitive phrases.

    U.S. Securities and Exchange Commission

      December 30, 2025

      Page 6

    Response.  The Registrant has revised the disclosure, as applicable, as follows:

          •

             The Advisor has contractually agreed to waive all or a portion of its management fee and assume the ordinary operating expenses of the ETF Class shares of the Portfolio to
                  the extent necessary to reduce the ordinary operating expenses of the ETF Class shares of the Portfolio (excluding expenses incurred through investment in other investment companies) (“Portfolio Expenses”) to the extent