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EXHIBIT NO. EX-99.p.1
DFA INVESTMENT DIMENSIONS GROUP INC.
THE DFA INVESTMENT TRUST COMPANY
DIMENSIONAL EMERGING MARKETS VALUE FUND INC.
DIMENSIONAL INVESTMENT GROUP INC.
CODE OF ETHICS
GENERAL
This Amended Code of Ethics of DFA INVESTMENT DIMENSIONS GROUP INC., THE
DFA INVESTMENT TRUST COMPANY, DIMENSIONAL EMERGING MARKETS VALUE FUND INC. and
DIMENSIONAL INVESTMENT GROUP INC. (the "Funds") is adopted on March 22, 2000
pursuant to the requirements of Rule 17j-1 under the Investment Company Act of
1940, as amended ("1940 Act").
1. DEFINITIONS
(a) "Advisor" means the investment advisor and any subadvisor of a Fund.
(b) "Investment Personnel" means any employee of a Fund (or of a company
in a control relationship to a Fund) who, in connection with his or
her regular functions or duties, makes or participates in making,
recommendations regarding the purchase or sale of securities by a
Fund, and any natural person who controls a Fund and who receives
information regarding the purchase or sale of securities by a Fund.
(c) "Control" has the same meaning as in section 2(a)(9) of the 1940
Act.
(d) "Access Person" means: (i) Investment Personnel, (ii) persons who, in
connection with their duties, obtain any information concerning
recommendations regarding Covered Securities made by an Advisor to a
Fund and (iii) officers and directors of a Fund.
(e) "Beneficial Ownership" shall have the meaning ascribed thereto under
rule 16a-1(a)(2) under the Securities Exchange Act of 1934 ("1934
Act").
(f) "Covered Security" means all securities described in section 2(a)(6)
of the 1940 Act, except direct obligations of the Government of the
United States, bankers acceptances, certificates of deposit,
commercial paper, high quality, short-term debt instruments,
including repurchase agreements and shares of registered open-end
investment companies.
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(g) An "IPO" means an offering of securities registered under the
Securities Act of 1933 ("1933 Act"), the issuer of which, immediately
before the registration, was not subject to the reporting
requirements of sections 13 or 15(d) of the 1934 Act.
(h) A "Limited Offering" means an offering of securities that is exempt
from registration under the 1933 Act pursuant to sections 4(2) or
4(6) or rules 504, 505 or 506 under the 1933 Act.
(i) A "security held or to be acquired" means a Covered Security which,
within the most recent 15 days (i) is or has been held by the Fund;
or (ii) is being or has been considered by the Fund for purchase by
the Fund for purchase by a Fund.
(j) "Fund" includes all Series and Portfolios of a Fund.
2. PROHIBITIONS
No Access Person of a Fund:
(a) In connection with the purchase or sale by such person (directly or
indirectly) of a security held or to be acquired by a Fund shall:
(i) employ any device, scheme, or artifice to defraud a Fund;
(ii) make to a Fund any untrue statement of a material fact or omit
to state to a Fund a material fact necessary in order to make
the statements made, in light of the circumstances under which
they are made, not misleading;
(iii) engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon a Fund; or
(iv) engage in any manipulative practice with respect to a Fund.
(b) Purchase or sell, directly or indirectly, any Covered Security in
which he or she has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership and which to his or her
actual knowledge at the time of such purchase or sale:
(i) is being considered for purchase or sale by a Fund; or
(ii) is then being purchased or sold by a Fund.
3. INVESTMENT IN IPO'S AND LIMITED OFFERINGS.
No Investment Personnel shall acquire direct or indirect Beneficial
Ownership of securities in an IPO or Limited Offering except as provided in
Section 4(f).
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4. EXEMPTED TRANSACTIONS
The prohibitions of Section 2(b) of this Code shall not apply to:
(a) purchases or sales effected in any account over which the person has
no direct or indirect influence or control;
(b) purchases or sales of securities which are not eligible for purchase
or sale by a Fund;
(c) purchases or sales which are non-volitional on the part of either the
person or a Fund;
(d) purchases which are part of an automatic dividend reinvestment plan;
(e) purchases effected upon the exercise of rights issued by an issuer
pro rata to all holders of a class of its securities, to the extent
such rights were acquired from such issuer, and sales of such rights
so acquired; and
(f) purchases or sales which receive the prior approval of the President
or the Executive Vice President of a Fund because there exists only a
remote potential for a conflict of interest with a Fund because they
would be very unlikely to affect a highly institutional market, or
because they clearly are not related economically to the securities
to be purchased, sold or held by a Fund. The President shall solicit
prior approval of personal transactions from the Executive Vice
President and the Executive Vice President shall solicit approval of
personal transactions from the President.
5. PROCEDURAL MATTERS
(a) The Secretary of the Funds shall:
(i) furnish a copy of this Code to each Access Person of the
Funds;
(ii) notify each Access Person of the obligation to the file
reports as provided by Section 6 of this Code;
(iii) maintain the records required by paragraph (f) of Rule 17j-1;
(iv) record and maintain records of actions taken pursuant to
Section 4(f) herein and the reasons for such actions; and
(v) at least annually, furnish the board of directors/trustees a
written report that:
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a. certifies that the Fund has adopted procedures reasonably
necessary to prevent Access Persons from violating the
Code; and
b. describes any issues arising under the Code or procedures
since the last report to the board including, but not
limited to, information about material violations of the
Code or procedures and sanctions imposed in response to
material violations.
6. REPORTING
(a) No later than 10 days after a person becomes an Access Person, such
person shall file a report with the Funds containing the following
information (which must be current as of a date not more than 30 days
before the date of submission):
(i) The title, number of shares and principal amount of each
Covered Security in which the Access Person had any direct or
indirect beneficial ownership when the person became an Access
Person;
(ii) The name of any broker, dealer or bank with whom the Access
Person maintained an account in which any securities were held
for the direct or indirect benefit of the Access Person as of
the date the person became an Access Person; and
(iii) The date the report is submitted by the Access Person.
(b) Within 10 days after the end of each calendar quarter, every Access
Person shall file a written report with the Fund with respect to any
transactions in a Covered Security in which such Access Person has,
or by reason of such transaction acquires or disposes of, any direct
or indirect beneficial ownership in a Covered Security. Each report
shall contain the following information:
(i) The date of the transaction, the title and the number of
shares, and the principal amount of each Covered Security
involved, the interest rate and maturity date, if applicable;
(ii) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition);
(iii) The price at which the transaction was effected; and,
(iv) The name of the broker, dealer or bank with or through whom
the transaction was effected.
(v) With respect to any account established by an Access Person in
which any securities were held during the quarter for his or
her direct or indirect benefit, the Access Person shall file a
report with the Fund containing the
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name of the broker, dealer or bank with whom the Access Person
established the account; the date the account was established;
and the date the report is submitted by the Access Person.
(c) Annually, within 10 days after the end of each calendar year, each
Access Person shall file a report with the Fund containing the
following information (which must be current as of a date no more
than 30 days before the report is submitted):
(i) the title, number of shares and principal amount of each
Covered Security in which the Access Person has any direct or
indirect beneficial ownership; and
(ii) the name of any broker, dealer or bank with whom the Access
Person maintains an account in which any securities are held
for the direct or indirect benefit of the Access Person.
(d) Any report made hereunder may contain a statement that the report
shall not be construed as an admission by the person making such
report that he has any direct or indirect beneficial ownership in the
security to which the report relates and all reports shall state that
they are made by an Access Person.
The foregoing provisions of Section 6 notwithstanding, no report need
be filed for transactions effected for, and Covered Securities held
in, any account over which an Access Person has no influence or
control.
(e) A director of a Fund, who is not an "interested person" of the Fund
within the meaning of Section 2(a)(19) of the 1940 Act, and who would
be required to make a report solely by reason of being a Fund
director, need not request prior approval for a trade, pursuant to
Section 4(f), nor make an initial holdings report under paragraph
6(a) or an annual holdings report under paragraph 6(c) and need not
make a quarterly transaction report under paragraph 6(b) herein
unless the director knew or, in the ordinary course of fulfilling his
or her official duties as a Fund director, should have known, that
during the 15 day immediately before or after the director's
transaction in a Covered Security, a Fund purchased or sold the
Covered Security, or a Fund or an Adviser considered purchasing or
selling the Covered Security for a Fund.
(f) No report need be filed pursuant to Section 6(b) if it would
duplicate information contained in broker trade confirmations or
account statements received by the Fund on a timely basis, as
required by Section 6(b) and contains the information required by
such section.
(g) All reports made pursuant to this section 6 shall be filed with the
Secretary of the Funds.
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7. VIOLATIONS
Upon being apprised of facts which indicate that a violation of this Code
may have occurred, the Ethics Committee shall determine whether, in its
judgment, the conduct being considered did in fact violate to a material
degree the provisions of this Code. If the Ethics Committee determines that
a material violation of the Code has occurred, the Ethics Committee shall
so advise the Board of Directors and the board may impose such sanctions as
it deems appropriate under the circumstances. If the person whose conduct
is being considered by the Committee or the board is a member of the
Committee or a director or trustee of the Fund, he shall not be eligible to
participate in the judgment of the Committee or board as to whether a
violation exists or in whether, or to what extent, sanctions should be
imposed.
8. ADVISOR'S REPORT
On an annual basis Advisor shall provide the board of directors/trustees
with a report describing material violations of its Code of Ethics during
the preceding year.
9. APPROVALS
This Code of Ethics, and any material change hereto, are subject to the
approval of the board of directors/trustees of each Fund, including
approval by a majority of the disinterested directors. Each board shall
base its approval of the Code, and any material change to the Code, on a
determination that the Code contains provisions reasonably necessary to
prevent Access Persons from engaging in any conduct prohibited by sections
2 and 3 of the Code. Prior to approving the Code, the board of directors
must receive certification from the President that the Funds have adopted
procedures reasonably necessary to prevent Access Persons from violating
the Code. The Funds' board must approve any material change to the Code not
later than six months after adoption of such change.
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