Introduction -
On March 17, 2025, Ropes & Gray published a white paper describing the much-anticipated Share Class Relief 1 and outlining matters we believed Advisers and Boards may want to consider in connection with their initial implementation of a Combined Class Structure and their ongoing monitoring of such a structure. Two weeks after the publication of our white paper, the form of the Share Class Relief came into sharper focus. On April 1, 2025, Dimensional Fund Advisors LP and its affiliated Funds (“DFA”) filed with the Securities and Exchange Commission (“SEC”) an amended exemptive application that appeared to reflect significant input from the SEC staff.2 Shortly after this filing, the SEC staff informed other applicants for the Relief that amending their applications to track DFA’s amended application would best position them to receive the Relief should the SEC approve it. While DFA has since made a subsequent amendment to its application responding to further SEC staff comments,3 the basic framework remains substantially similar. The industry continues to expect that any final exemptive relief will follow the DFA model, which, in both form and content, mirrors our white paper to a significant extent. This updated white paper therefore tracks to some degree our March 17 white paper, making adjustments to conform to the specific conditions set forth in the Relief, as reflected in the DFA Application. Where this white paper refers to the “Relief,” it assumes that the Relief ultimately issued by the SEC will track the terms of the DFA Application, although the exact terms of the Relief remain, as of the date of this white paper, a moving target.
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