Form 485BXT DIMENSIONAL INVESTMENT
As filed with the U.S. Securities and Exchange Commission on December 5, 2025
File No. 033-33980
File No. 811-06067
File No. 811-06067
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
WASHINGTON, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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[X]
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Pre-Effective Amendment No. __
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[ ]
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Post-Effective Amendment No. 92
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[X] | |
| and/or |
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| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
[X] | |
| Amendment No. 93 |
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(Check appropriate box or boxes.)
DIMENSIONAL INVESTMENT GROUP INC.
(Exact Name of Registrant as Specified in Charter)
(Exact Name of Registrant as Specified in Charter)
6300 Bee Cave Road, Building One, Austin, TX 78746
(Address of Principal Executive Office) (Zip Code)
(Address of Principal Executive Office) (Zip Code)
Registrant’s Telephone Number, including Area Code (512) 306-7400
Catherine L. Newell, Esquire, President and General Counsel
Dimensional Investment Group Inc.,
6300 Bee Cave Road, Building One, Austin, TX 78746
(Name and Address of Agent for Service)
Dimensional Investment Group Inc.,
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
Brian Crowell, Esquire
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103
(215) 564-8048
Brian Crowell, 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 January 7, 2026 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
[X] on January 7, 2026 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.
[X] This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Titles of Securities Being Registered:
U.S. Large Company Portfolio: ETF Class shares
This Post-Effective Amendment No. 92/93 to Registration File Nos. 033-33980/811-06067 includes the following:
1. FACING PAGE
2. CONTENTS PAGE
| 3. |
PART A – Prospectus relating to the ETF Class shares of the Registrant’s U.S. Large Company Portfolio series of shares
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| 4. |
PART B – Statement of Additional Information relating to the ETF Class shares of the Registrant’s U.S. Large Company Portfolio series of shares
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5. PART C – Other Information
6. SIGNATURES
| * |
The Prospectus and Statement of Additional Information
relating to the ETF Class shares of the Portfolio is incorporated into this filing by reference to the electronic filing of Post-Effective Amendment Nos. 91/92 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)(1) on October 9, 2025 (Accession Number 0000861929-25-000007).
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EXPLANATORY NOTE
Post-Effective Amendment Nos. 91/92 (“PEA 91/92”) was filed with the U.S. Securities and Exchange Commission (“SEC”) via the EDGAR system pursuant to Rule 485(a)(1) on October 9, 2025 (Accession Number 0000861929-25-000007) to be effective 60 days
after filing.
Pursuant to Rule 485(b)(1)(iii) of the Securities Act of 1933, as amended, this Post-Effective Amendment Nos. 92/93 (“PEA 92/93”) to the Registration Statement of Dimensional Investment Group Inc. (the “Registrant”) is being filed solely for the
purpose of delaying the effectiveness of PEA 91/92 relating to the ETF Class shares of U.S. Large Company Portfolio, a series of the Registrant (the “Portfolio”). This PEA 92/93 relates only to the ETF Class shares of the Portfolio and does not
otherwise delete, amend, or supersede any information relating to any other series or class of the Registrant.
Accordingly, the Prospectus and Statement of Additional
Information of the Registrant as filed in PEA 91/92 are incorporated herein by reference in their entirety into this filing. As stated on the cover page to this filing, this PEA 92/93 is being filed for the sole purpose of designating January
7, 2026 as the new date upon which PEA 91/92 shall become effective.
DIMENSIONAL INVESTMENT GROUP INC. (92/93)
PART C
OTHER INFORMATION
ITEM 28. EXHIBITS.
| (a) |
Articles of Incorporation.
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| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
| (b) |
By-Laws.
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| (1) |
| (c) |
Instruments Defining Rights of Security Holders.
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| (1) |
See Article Fifth of the Registrant’s Articles of Amendment and Restatement.
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| (2) |
See Article 8 of the Registrant’s Amended and Restated By-Laws.
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| (d) |
Investment Advisory Agreement.
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| (1) |
Investment Management Agreements.
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| (a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
| (i) |
| (j) |
| (k) |
| (2) |
Sub-Advisory Agreement.
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| (a) |
| (b) |
| (e) |
Underwriting Contracts.
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| (1) |
| (f) |
Bonus or Profit Sharing Contracts.
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Not applicable.
| (g) |
Custodian Agreements.
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| (1) |
| (a) |
| (h) |
Other Material Contracts.
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| (1) |
| (a) |
| (d) |
| (2) |
| (a) |
| (b) |
| (3) |
Client Service Agreements between Reinhardt, Werba, Bowen, Inc. (“RWB”) and the Registrant.
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| * |
| (i) |
| * |
| (ii) |
| (iii) |
| (b) |
| * |
| (i) |
| * |
| (ii) |
* RWB/DFA Two-Year Corporate Fixed Income Portfolio to the AAM/DFA Two-Year Corporate Fixed Income Portfolio
| (iii) |
| (iv) |
| (4) |
Form of Facility Agreement with DFA.
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Previously filed with this registration statement and incorporated herein by reference.
| (5) |
| * |
| * |
| (6) |
| (7) |
| (8) |
| (9) |
| (10) |
| (11) |
| (i) |
Legal Opinion.
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| (1) |
| (j) |
Other Opinions.
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| (1) |
| (2) |
Consent of Independent Certified Public Accounts, PricewaterhouseCoopers LLP, relating to ETF Class shares of U.S. Large Company Portfolio to be filed by Amendment.
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| (k) |
Omitted Financial Statements.
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Not applicable.
| (l) |
Initial Capital Agreements.
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| (1) |
Form of Subscription Agreement under Section 14(a)(3) of the Investment of Investment Company Act of 1940, previously filed with this registration statement and incorporated herein by reference.
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| (m) |
Rule 12b-1 Plan.
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Not applicable.
| (n) |
Rule 18f-3 Plan.
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| (o) |
Powers-of-Attorney.
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| (1) |
| (2) |
| (3) |
| (p) |
Code of Ethics.
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| (1) |
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 30. INDEMNIFICATION.
| (1) |
Reference is made to Section 1 of Article Eight of the Registrant’s Amended and Restated By-Laws, which provide for indemnification, as set forth below, with respect to Officers and Directors of the Corporation:
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| (a) |
The Corporation shall indemnify each Officer and Director made party to a proceeding, by reason of service in such capacity, to the fullest extent, and in the manner provided under Section 2-418 of the Maryland General Corporation Law:
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| (i) |
unless it is proved that the person seeking indemnification did not meet the standard of conduct set forth in subsection (b)(1) of such section; and
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| (ii) |
provided that the Corporation shall not indemnify any Officer or Director for any liability to the Corporation or its security holders arising from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such person’s office.
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| (b) |
The provisions of clause (i) of paragraph (a) herein notwithstanding, the Corporation shall indemnify each Officer and Director against reasonable expenses incurred in connection with the successful defense of any proceeding to which
such Officer or Director is a party by reason of service in such capacity.
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| (c) |
The Corporation, in the manner and to the extent provided by applicable law, shall advance to each Officer and Director who is made party to a proceeding by reason of service in such capacity the reasonable expenses incurred by such
person in connection therewith.
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| (2) |
Registrant’s Articles of Restatement provide the following under Article Seventh:
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| (a) |
To the fullest extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, as amended from time to time, no director or officer of the Corporation shall have any liability to
the Corporation or its stockholders for money damages. This limitation on liability applies to liabilities occurring for acts or omissions occurring at the time a person serves as a director or officer of the Corporation, whether or not
such person is a director or officer at the time of any proceeding in which liability is asserted.
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| (b) |
Notwithstanding the foregoing, this Article SEVENTH shall not operate to protect any director or officer of the Corporation against any liability to the Corporation or its stockholders to which such person would otherwise be subject by
reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such person’s office.
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ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISOR.
| (a) |
Dimensional Fund Advisors LP (the “Advisor”), 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 three other
registered open-end investment companies, The DFA Investment Trust Company, Dimensional Emerging Markets Value Fund, DFA Investment Dimensions Group Inc., and Dimensional ETF Trust 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.
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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 executive officers and partners
during the past two years.
| (b) |
The Sub-Advisor for the DFA Two-Year Fixed Income Portfolio 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.
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| (c) |
The Sub-Advisor for the DFA Two-Year Fixed Income Portfolio 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.
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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 ETF Trust.
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| (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, TX 78746:
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Name and Principal Business Address
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Positions and Offices with Underwriter
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Positions and Offices with Fund
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Valerie A. Brown
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Vice President and Assistant Secretary
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Vice President and Assistant Secretary
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Ryan P. Buechner
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Not Applicable
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Vice President and Assistant Secretary
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David P. Butler
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Co-Chief Executive Officer
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Co-Chief Executive Officer and Director
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Stephen A. Clark
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Executive Vice President
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Executive Vice President
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Lisa M. Dallmer
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Executive Vice President Chief Operating Officer
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Chief Operating Officer
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Bernard J. Grzelak
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Vice President, Chief Financial Officer, and Treasurer
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Vice President
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Jeff J. Jeon
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Vice President
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Vice President
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Joy L. Lopez
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Not Applicable
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Vice President and Assistant Treasurer
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Kenneth M. Manell
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Not Applicable
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Vice President
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Jan Miller
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Not Applicable
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Vice President, Chief Financial Officer and Treasurer
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Catherine L. Newell
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Executive Vice President, Secretary and General Counsel
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President and General Counsel
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Selwyn J. Notelovitz
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Vice President and Chief Compliance Officer
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Vice President
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Carolyn S. Lee
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Vice President and Assistant Secretary
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Vice President and Secretary
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Randy C. Olson
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Vice President
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Chief Compliance Officer
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Gerard K. O'Reilly
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Co-Chief Executive Officer and Co-Chief Investment Officer
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Co-Chief Executive Officer, Co-Chief Investment Officer, Chairman and Director
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Savina B. Rizova
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Vice President and Co-Chief Investment Officer
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Co-Chief Investment Officer
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James J. Taylor
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Vice President
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Vice President and Assistant Treasurer
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Dimensional Fund Advisors LP
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Sole Member
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Not Applicable
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| (c) |
Not applicable.
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ITEM 33. LOCATION OF ACCOUNTS AND RECORDS.
The accounts and records of the Registrant are located at the office of the Registrant and at additional locations, as follows:
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Name
Dimensional Investment Group Inc.
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Address
6300 Bee Cave Road, Building One
Austin, TX 78746
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| State Street Bank and Trust Company |
One Congress Street, Suite 1,
Boston, MA 02114-2016
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| Citibank, N.A. |
111 Wall Street
New York, New York 10005
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ITEM 34. MANAGEMENT SERVICES.
None.
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. 92/93 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 5th day of December, 2025.
DIMENSIONAL INVESTMENT GROUP INC.
(Registrant)
By: /s/Catherine L. Newell*
Catherine L. Newell, President
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, Post-Effective Amendment Nos. 92/93 to this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Gerard K. O’Reilly*
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Co-Chief Executive Officer, Co-Chief Investment Officer,
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December 5, 2025
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Gerard K. O’Reilly
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Chairman and Director
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/s/ David P. Butler*
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Co-Chief Executive Officer and Director
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December 5, 2025
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David P. Butler
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/s/ Jan Miller*
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Chief Financial Officer (Principal Financial Officer), Treasurer (Principal Accounting Officer) and Vice President
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December 5, 2025
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Jan Miller
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/s/ Reena Aggarwal*
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Director
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December 5, 2025
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Reena Aggarwal
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/s/ Douglas W. Diamond*
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Director
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December 5, 2025
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Douglas W. Diamond
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/s/ Darrell Duffie*
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Director
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December 5, 2025
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Darrell Duffie
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/s/ Francis A. Longstaff*
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Director
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December 5, 2025
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Francis A. Longstaff
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/s/ Stefan Nagel*
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Director
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December 5, 2025
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Stefan Nagel
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/s/ Abbie J. Smith*
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Director
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December 5, 2025
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Abbie J. Smith
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/s/ Heather E. Tookes*
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Director
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December 5, 2025
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Heather E. Tookes
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/s/ Ingrid M. Werner*
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Director
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December 5, 2025
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Ingrid M. Werner
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* By: /s/ Ryan P. Buechner
Ryan P. Buechner
Attorney-in-Fact (Pursuant to a Power of Attorney)
EXHIBIT INDEX
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Exhibit No.
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Description
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There are no exhibits filed with this Registratrion Statement.
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