DFA INVESTMENT DIMENSIONS GROUP INC, PRES14A, 1995-07-31

DFA INVESTMENT DIMENSIONS GROUP INC
PRES14A, 1995-07-31

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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

DFA Investment Dimensions Group, Inc.
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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PRELIMINARY PROXY MATERIAL
DFA INVESTMENT DIMENSIONS GROUP INC.

1299 OCEAN AVENUE
11TH FLOOR
SANTA MONICA, CALIFORNIA 90401

NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS OF

DFA GLOBAL VALUE PORTFOLIO

SEPTEMBER 15, 1995

To the Shareholders of DFA Global Value Portfolio:

A Special Meeting of Shareholders of DFA Global Value Portfolio (the
"Portfolio") of DFA Investment Dimensions Group Inc. (the "Fund") will be held
at the offices of Dimensional Fund Advisors Inc., 1299 Ocean Avenue, 11th Floor,
Santa Monica, California, at 8:00 a.m. Pacific Coast time, on September 15, 1995
for the following purposes:

1. To approve or disapprove a change of investment policy
providing for investment of substantially all of the
Portfolio's assets in the stocks of U.S. companies and the
sale of the Portfolio's foreign securities to another
Portfolio of the Fund.

2. If Proposal 1 is approved by shareholders, to approve or
disapprove a new Investment Advisory Agreement between
Dimensional Fund Advisors Inc. and the Fund providing for a
reduction of the current investment advisory fee rate with
respect to the Portfolio.

Shareholders of record at the close of business on August 1, 1995 are
entitled to vote at the meeting or any adjournment thereof.

By Order of the Board of Directors

IRENE R. DIAMANT
Secretary
August 11, 1995
Santa Monica, California
- --------------------------------------------------------------------------------
IMPORTANT

Whether or not you plan to attend the meeting, please mark your voting
instructions on the enclosed proxy and promptly date, sign and return it in
the enclosed envelope. No postage is required if mailed in the United States.
We ask your cooperation in helping the Fund by mailing your proxy promptly.
- --------------------------------------------------------------------------------

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DFA INVESTMENT DIMENSIONS GROUP INC.

1299 OCEAN AVENUE
11TH FLOOR
SANTA MONICA, CALIFORNIA 90401

PROXY STATEMENT - SPECIAL MEETING OF SHAREHOLDERS OF

DFA GLOBAL VALUE PORTFOLIO

SEPTEMBER 15, 1995

The enclosed proxy is solicited by the Board of Directors of DFA Investment
Dimensions Group Inc. (the "Fund") in connection with a Special Meeting of
Shareholders ("Meeting") of DFA Global Value Portfolio (the "Portfolio") and any
adjournment thereof. Proxies will be voted in accordance with the instructions
contained thereon. If no instructions are given, proxies that are signed and
returned will be voted in favor of each proposal. A shareholder may revoke his
or her proxy at any time before it is exercised by delivering a written notice
to the Fund expressly revoking such proxy, by executing and forwarding to the
Fund a subsequently dated proxy, or by voting in person at the Meeting. This
proxy statement and the accompanying form of proxy are being first sent to
shareholders on approximately August 11, 1995. In the event a quorum is not
present in person or by proxy at the Meeting or, if there are insufficient votes
to approve the proposals, the persons named as proxies will consider the best
interests of the shareholders in deciding whether the Meeting should be
adjourned.

As of the close of business on August 1, 1995, the record date fixed by the
Board of Directors for the determination of shareholders of the Portfolio
entitled to notice of and to vote at the Meeting ("Record Date"),
_________________ shares of the Portfolio were outstanding. EACH SHARE IS
ENTITLED TO ONE VOTE. As of August 1, 1995, the Directors and officers of the
Fund, as a group, beneficially owned none of the Portfolio's outstanding shares.

With respect to Proposal 1, a favorable vote of the holders of a majority
of the Portfolio's shares voted at the Meeting is required for approval of the
proposal ("Majority Vote"). With respect to Proposal 2, the vote of the holders
of a "majority of the outstanding voting securities" of the Portfolio, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"),
represented at the meeting in person or by proxy, is required for the approval
of the proposal ("1940 Act Majority Vote"). A 1940 Majority Act Vote means the
vote of (a) at least 67% of the shares of the Portfolio present in person or by
proxy, if more than 50% of the shares of the Portfolio are represented at the
meeting, or (b) more than 50% of the outstanding shares of the Portfolio,
whichever is less. Under Maryland law, abstentions and broker non-votes will

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be included for purposes of determining whether a quorum is present at the
Meeting, but will be treated as votes not cast and, therefore, would not be
counted for purposes of determining whether the Proposals have been approved.
No other business may properly come before the Meeting.

The cost of solicitation, including preparing and mailing the proxy
materials, will be borne by the Portfolio. In addition to solicitations through
the mails, the officers and employees of Providian Life and Health Insurance
Company and its affiliates and employees of the Fund's investment advisor may
solicit proxies by telephone, telegraph and personal interviews. It is not
anticipated that any of the foregoing persons will be specially engaged for that
purpose. The cost of such additional solicitation, if any, including
out-of-pocket disbursements, will be borne by the Portfolio and it is estimated
to be nominal in amount.

Shares of the Portfolio are offered only to separate accounts of insurance
companies to fund variable annuity contracts. As of the Record Date, all of the
outstanding shares of the Portfolio were held by the separate and general
accounts of Providian Life and Health Insurance Company ("Providian"), located
at 20 Moores Road, Frazer, Pennsylvania 19355. A portion of the Providian Life
and Health Insurance Company Separate Account V ("Providian Separate Account")
has been dedicated to the Advisor's Edge Variable Annuity by Providian to fund
the benefits under variable annuity and variable life insurance contracts
("Providian Contracts") issued by Providian. An owner of Providian Contracts
owns a beneficial interest in shares of the underlying Portfolio through
ownership of accumulation units in the Portfolio. Providian will vote the
shares of the Portfolio held in the Providian Separate Account at the Meeting in
accordance with instructions received from the owners of the Providian Contracts
having voting interests in the Portfolio as of the Record Date. Providian will
vote shares in the Portfolio for which it has not received instructions and
shares in the Portfolio held by Providian's account in the same proportion as it
votes shares for which it has received instructions. In connection with the
solicitation of such instructions from owners of the Providian Contracts,
Providian has advised the Fund that it will mail these proxy materials to owners
of the Providian Contracts on or about August 11, 1995.

PROPOSAL 1: APPROVAL OR DISAPPROVAL OF A CHANGE IN POLICY AND THE SALE OF
FOREIGN SECURITIES

The Board of Directors of the Fund has approved a change in investment
policy providing for investment of substantially all of the Portfolio's assets
in the stocks of U.S. companies with a high book value in relation to their
market value (a "book to market ratio"). Consistent with this proposed change
in policy, the Board of Directors has also approved the sale of all foreign
securities owned by the Portfolio ("foreign securities") to a newly organized
Portfolio of the Fund whose investment objective and policy seeks

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long-term capital appreciation by investing in common stocks of large foreign
companies with high book to market ratios.

BACKGROUND

The investment objective of the Portfolio is to achieve long-term capital
appreciation. As described in the current prospectus of the Portfolio, it
presently seeks to achieve this objective by investing approximately 50% of its
total assets in the stocks of large foreign companies that have a high book to
market ratio and approximately 50% of its total assets in stocks of U.S.
companies that have a high book to market ratio. Dimensional Fund Advisors
Inc., the investment advisor to the Portfolio ("Advisor"), proposed to the Board
of Directors of the Fund that the Portfolio modify its current policy of
allocating its assets between the stocks of U.S. and foreign companies and seek
to achieve its objective by investing substantially all of its assets in the
stocks of U.S. companies that have a high book to market ratio.

Consistent with the proposed change in policy, the Advisor also recommended
to the Fund's Board of Directors that the Portfolio sell the foreign securities
it currently holds to another Portfolio of the Fund which seeks to achieve its
investment objective by investing in the stocks of large foreign companies that
have a high book to market ratio.

PROPOSED CHANGE IN POLICY AND SALE OF FOREIGN SECURITIES

The Portfolio currently purchases common stocks of U.S. companies whose
shares have a book to market ratio that equals or exceeds the ratios of any of
the 30% of companies in the U.S. with the highest positive book to market ratios
and are shares of a company whose market capitalization equals or exceeds that
of a company having the median market capitalization of companies whose shares
are listed on the New York Stock Exchange. The Portfolio's investment in the
stocks of U.S. companies is approximately market capitalization weighted. If
Proposal No. 1 is approved by shareholders, the Portfolio will pursue its
investment objective by investing its assets in common stocks of U.S. companies,
as described above, and will discontinue the practice of buying foreign
securities. The Portfolio also will continue to be permitted to invest a
portion of its assets, ordinarily not more than 20%, in interest bearing U.S.
obligations.

Subject to approval of Proposal No. 1, and based on its expectation that
elimination of foreign investments will reduce the Advisor's cost of managing
the Portfolio, the Advisor proposed a reduction in the rate of compensation to
be paid to it by the Portfolio from .35% of the first $100 million of the
Portfolio's net assets and .30% of such net assets in excess of $100 million to
.25% of net assets on an annual basis.

Proposal No. 1 entails the sale of the Portfolio's foreign securities to
the newly organized Portfolio of the Fund described above in accordance with
Rule 17a-7 under the 1940 Act (the "Rule"). The Rule permits purchase and sale
transactions between

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portfolios of registered investment companies that are affiliated with each
other by reason of having a common investment advisor. Each sale must be for
cash and effected at the independent "current market price," as defined in the
Rule. No brokerage commission, fee or other remuneration may be paid in
connection with the transaction. If the shareholders approve Proposal No. 1, it
is anticipated that the sale of the Portfolio's foreign securities will occur on
or about September 21, 1995. On June 30, 1995, approximately 50% of the
Portfolio's assets was invested in foreign securities. The proceeds from the
sale of the Portfolio's foreign securities would be used to purchase the
securities of U.S. companies in accordance with Portfolio's current strategy as
summarized above.

TAX CONSIDERATIONS

The sale by the Portfolio of all of its foreign securities will result in
taxable gain or loss to the Portfolio in an amount equal to the difference
between the amount realized by the Portfolio on the sale and the Portfolio's
basis in the securities sold. In the event any of the securities sold
constitute shares in a "passive foreign investment company," the Portfolio may
be subject to U.S. federal income tax and a related interest charge on a portion
of any gain from the disposition of such shares even if such income is
distributed as a taxable dividend by the Portfolio to its shareholders.

Any income or capital gain realized as a result of the sale by the
Portfolio of its foreign securities will be distributed to shareholders in
additional shares of the Portfolio at net asset value as of the business date
following the dividend record date.

Shares of the Portfolio must be purchased through variable annuity
contracts. As a result, it is anticipated that any dividend or capital
distributions from the Portfolio will be exempt from current taxation if left to
accumulate within the variable annuity contract. Withdrawals from such
contracts may be subject to ordinary income tax plus a 10% penalty tax if made
before age 59-1/2.

EVALUATION BY THE BOARD OF DIRECTORS

In deciding to recommend that shareholders approve Proposal No. 1, the
Board concluded that the resulting Portfolio will enable shareholders to
participate in equity ownership of large companies with high book to market
ratios at a lower cost per share than the current Portfolio is likely to
achieve, albeit without the benefits of investment in similar foreign companies.
The Board is aware, however, that shareholders and other investors may find
other investment companies and portfolios in which to invest. The Directors
also considered the general availability of investment products for those
shareholders who wish to continue to pursue their financial goals by maintaining
a position in foreign securities.

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The Board of Directors also considered the Advisor's representations that
the management and operations of the Advisor relating to, and the personnel
managing, the Portfolio would not change, and that the quality and quantity of
services provided by the Advisor would be maintained at their current level.

Subject to shareholder approval of the Portfolio's change in investment
policy and proposed sale of foreign securities, the Board of Directors also has
approved a change in name of the Portfolio from "DFA Global Value Portfolio" to
"VA Large Value Portfolio" so that the Portfolio's name would be consistent with
its new investment policy.

The Portfolio's policy of allocating its assets between the stocks of U.S.
companies and non-U.S. companies is not a "fundamental" policy and, therefore,
the 1940 Act does not require approval by the Portfolio's shareholders.
However, in light of the nature of the Proposal, the Board decided it would be
appropriate to request shareholder approval. In the event that Proposal 1 is
not approved by shareholders, the Directors will consider the appropriate action
to take.

DIRECTORS' RECOMMENDATION

The Board of Directors of the Fund unanimously recommends that the
shareholders of the Portfolio vote to approve Proposal 1.

* * * * * *

PROPOSAL 2: TO APPROVE OR DISAPPROVE A NEW INVESTMENT ADVISORY AGREEMENT

BACKGROUND

Subject to approval of Proposal 1, shareholders are asked to approve a new
investment advisory agreement ("New Agreement") to replace the current
investment advisory agreement between the Advisor and the Fund on behalf of the
Portfolio ("Current Agreement"). The New Agreement contains the same terms and
conditions as the Current Agreement, except for a reduction in the investment
advisory fee rate, the change in name of the Portfolio and effective and
termination dates.

As stated above, the Advisor informed the Board of Directors that managing
a portfolio of assets which consists solely of stocks of U.S companies requires
less resources than a Portfolio which also consists of foreign securities.
Consequently, pursuant to the terms of the New Agreement, on an annual basis the
fee payable by the Fund to the Advisor would be reduced from .35% of the first
$100 million of net assets

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of the Portfolio and .30% of the portion of such net assets in excess of $100
million to .25% of the net assets of the Portfolio.

EVALUATION OF THE NEW AGREEMENT BY THE BOARD OF DIRECTORS

The Board of Directors of the Fund, including a majority of the directors
who are not parties to the New Agreement or interested persons of any such
party, voted unanimously to approve the New Agreement and to recommend its
approval to the shareholders of the Portfolio, subject to shareholder approval
of Proposal 1.

In determining whether to recommend the New Agreement to shareholders for
their approval, the Directors of the Fund considered that the terms of the New
Agreement did not contemplate any change in the level of services to be provided
to the Portfolio or the shareholder services or other business activities of the
Portfolio. In addition, the Advisor informed the Board of Directors of the Fund
that the change in the Portfolio's policy with respect to investment in foreign
securities, and the reduction in fee reflected in the New Agreement, would not
reduce the quality of the Advisor's services and that its obligations will
remain the same in all respects.

In reaching its decision to approve the New Agreement and recommend its
approval to the Portfolio's shareholders, the Board of Directors of the Fund
also considered the nature and quality of the services to be rendered by the
Advisor, the fee to be received by the Advisor, and other pertinent matters.
Based upon the foregoing and subject to approval of Proposal 1, the Board of
Directors unanimously approved the New Agreement and recommended its approval by
shareholders.

INFORMATION CONCERNING THE CURRENT AGREEMENT AND THE NEW AGREEMENT

Pursuant to the terms of the Current Agreement, the Advisor manages the
investment and reinvestment of the assets of the Portfolio, and continuously
reviews, supervises and administers the Portfolio's investment program. The
Advisor provides the Portfolio with a trading department and selects brokers and
dealers to effect securities transactions. The Current Agreement also provides
that the Advisor will, at its own expense, provide office space, furnishings and
equipment and the personnel required for performing its services. Under the
Current Agreement, the Advisor also determines the securities to be purchased or
sold and provides the Fund with records concerning the Advisor's activities and
renders regular reports to the Board of Directors and officers of the Fund.

The Fund bears all of its own costs and expenses, including: services of
its independent accountants, legal counsel, brokerage fees, commissions and
transfer taxes in connection with the acquisition and disposition of portfolio
securities, taxes, insurance premiums, costs incidental to meetings of its
shareholders and directors, the cost of filing its registration statements under
federal and state securities laws, reports to shareholders,

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and transfer and dividend disbursing agency, administrative services and
custodian fees. Expenses allocable to a particular Portfolio are so allocated
and expenses which are not allocable to a particular Portfolio are borne by each
Portfolio on the basis of the fees paid by the Fund to PFPC Inc. ("PFPC"), the
accounting services, dividend disbursing and transfer agent to the Fund.

The terms of the Current and New Agreements are identical except for the
investment advisory fee rate, change in name of the Portfolio and effective and
termination dates, as described below.

The date of the Current Agreement is April 26, 1994, and it was submitted
to the Portfolio's sole shareholder for its initial approval on January 11,
1995. The Board of Directors unanimously approved the continuance of the
Current Agreement at a meeting held on December 15, 1994. Pursuant to the
Current Agreement, the Fund on behalf of the Portfolio pays the Advisor a
monthly fee equal to one-twelfth of .35% of the first $100 million of net assets
of the Portfolio and .30% of the portion of such net assets in excess of $100
million. The Portfolio commenced operations on January 13, 1995 and, for the
period from January 13, 1995 through June 30, 1995, $8,552 in total advisory
fees were paid by the Fund to the Advisor with respect to the Portfolio. Under
the terms of the New Agreement, the Fund would pay a monthly fee equal to
one-twelfth of .25% of the net assets of the Portfolio. If the New Agreement
had been in effect from January 13, 1995 through June 30, 1995, the Fund would
have paid $6,109 to the Advisor with respect to the Portfolio. The difference
between these dollar amounts expressed as a percentage of the amount paid to the
Advisor under the Current Agreement for the period from January 13, 1995 to June
30, 1995 is 29%.

If Proposals 1 and 2 are approved by shareholders, it is anticipated that
the New Agreement will become effective on or about September 21, 1995, and will
continue in effect until December 31, 1996, and, thereafter, only if such
continuance is approved at least annually by a vote of the Fund's Board of
Directors who are not parties to the New Agreement or interested persons of any
such party, cast in person at a meeting called for such purpose. In addition,
continuance of the New Agreement may be effected if approved by the affirmative
vote of the holders of a majority of the outstanding voting securities of the
Portfolio.

The New Agreement may at any time be terminated without payment of any
penalty either by vote of the Board of Directors of the Fund or by vote of the
holders of a majority of the outstanding voting securities of the Portfolio, on
sixty days written notice to the Advisor. In addition, the New Agreement may be
terminated by the Advisor after ninety days written notice to the Fund. It will
automatically terminate in the event of its assignment.

The Current and New Agreements each permit the Advisor to knowingly pay
commissions on securities transactions which are greater than another broker
might

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charge if the Advisor determines in good faith that the commission paid was
reasonable in relation to the brokerage or research services provided by such
member, broker or dealer, viewed in terms of that particular transaction or the
Advisor's overall responsibilities with respect to its accounts, including the
Fund, as to which it exercises investment discretion.

INFORMATION REGARDING THE ADVISOR

The Advisor, located at 1299 Ocean Avenue, 11th Floor, Santa Monica,
California 90401, was organized in May 1981 and is engaged in the business of
providing investment management services to institutional investors.

David G. Booth and Rex A. Sinquefield, directors and officers of both the
Fund and the Advisor, together own approximately 61% of the Advisor's
outstanding stock. Schroeder Capital Management, 33 Gutter Lane, London,
England EC2V 8AS, owns approximately 10.4% of the Advisor's outstanding stock.
The name, address and principal occupation of each director and principal
executive officer of the Advisor is set forth below. The officers of the
Advisor and the Fund are also listed below.

DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS OF THE ADVISOR
---------------------------------------------------------

David G. Booth, Santa Monica, CA, is Chairman - Chief Executive Officer,
President and a Director of the Advisor and the Fund and is President,
Chairman - Chief Executive Officer and a Trustee of The DFA Investment
Trust Company (the "Trust"). Mr. Booth is also Chairman - Chief Executive
Officer and a Director of DFA Securities Inc., Dimensional Emerging Markets
Fund Inc. (registered investment company), Dimensional Investment Group
Inc. (registered investment company) and DFA Australia Pty Limited ("DFA
Australia"). He is Chairman and Director of Dimensional Fund Advisors Ltd.
("DFAL").

Rex A. Sinquefield, Santa Monica, CA, is Chairman - Chief Investment
Officer and a Director of the Advisor and the Fund. He is also Chairman -
Chief Investment Officer and a Director of DFA Securities Inc., Dimensional
Emerging Markets Fund Inc., Dimensional Investment Group Inc. and DFA
Australia, Trustee and Chairman - Chief Investment Officer of the Trust,
and Chairman, Chief Executive Officer and Director of DFAL.

Eugene Francis Fama, Chicago, IL, Director, is the Robert R. McCormick
Distinguished Service Professor of Finance, and has been engaged in
teaching and research in finance and economics at the Graduate School of
Business, University of Chicago, Chicago, Illinois since September, 1963.
Mr. Fama also is a Director of DFA Securities Inc.

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John Andrew McQuown, Mill Valley, CA, Director, has been self employed
since 1974 as an entrepreneur, financier and consultant to major financial
institutions. He is also a Director of Chalone Wine Group, Inc., Mortgage
Information Corporation, KMV Corporation and Microsource, Inc. Mr. McQuown
also is a Director of DFA Securities Inc.

Lloyd Stockel, Los Angeles, CA, Director, is the Chairman of Sand County
Ventures, Inc. and a Trustee of Muir Investment Trust. Mr. Stockel also is
a Director of DFA Securities Inc.

David Salisbury, London, England, Director, is Chief Executive Officer of
Schroder Capital Management International Inc. Mr. Salisbury also is a
Director of DFA Securities Inc.

OFFICERS OF THE ADVISOR AND THE FUND
------------------------------------

Arthur Barlow, 39, Vice President, Santa Monica, CA.

Maureen Connors, 58, Vice President, Santa Monica, CA.

Robert Deere, 37, Vice President, Santa Monica, CA.

Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.

Eugene Fama, Jr., 34, Vice President, Santa Monica, CA.

David Plecha, 33, Vice President, Santa Monica, CA.

George Sands, 39, Vice President, Santa Monica, CA.

Michael T. Scardina, 39, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.

Cem Severoglu, 32, Vice President, Santa Monica, CA.

Jeanne C. Sinquefield, Ph.D., 48, Executive Vice President, Santa Monica,
CA.

OFFICERS OF THE ADVISOR
-----------------------

Daniel Wheeler, 49, Marketing Officer, Santa Monica, CA

David Schneider, 48, Marketing Officer, Santa Monica, CA

Lawrence Spieth, 50, Marketing Officer, Santa Monica, CA

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Each of the officers listed above owns stock of the Advisor in an amount
not exceeding 1% of the Advisor's total outstanding stock, except for Michael T.
Scardina who owns 3% of the Advisor's total outstanding stock.

At the present time, the Advisor serves as investment advisor to the
investment companies listed below, each of which has as its investment objective
to seek long-term capital appreciation. With respect to such investment
companies, the table below also sets forth the net assets as of June 30, 1995
and the rate of the Advisor's compensation.

INVESTMENT ADVISORY
FEE AS A PERCENTAGE
NET ASSETS OF
AS OF AVERAGE NET
NAME OF INVESTMENT COMPANY JUNE 30, 1995 ASSETS
- -------------------------- ------------- ----------------
<S> <C> <C>
U.S. 9-10 Small Company Portfolio 841,178,629.86 0.50%
DFA/AEW Real Estate Securities Portfolio 37,702,724.70 0.50%
Japanese Small Company Portfolio 327,836,097.49 0.50%
Pacific Rim Small Company Portfolio 205,677,558.00 0.50%
United Kingdom Small Company Portfolio 234,780,223.33 0.50%
Continental Small Company Portfolio 370,303,333.94 0.50%
Large Cap International Portfolio 58,804,326.49 0.25%
DFA International Small Cap Value Portfolio 40,907,521.85 0.65%

</TABLE>

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<TABLE>
<CAPTION>
INVESTMENT COMBINED INVESTMENT
ADVISORY FEE AS ADVISORY AND
NET ASSETS A PERCENTAGE OF ADMINISTRATIVE SERVICES
AS OF AVERAGE NET FEE AS A PERCENTAGE OF
NAME OF INVESTMENT COMPANY JUNE 30, 1995 ASSETS AVERAGE NET ASSETS**
- -------------------------- ------------- ---------------- ----------------------
<S> <C> <C> <C>
U.S. 6-10 Small Company Series* 200,731,521.24 0.03%
U.S. 6-10 Small Company
Portfolio 164,520,910.40 0.35%
DFA 6-10 Institutional Portfolio 18,606,295.97 0.00%

U.S. Small Cap Value Series* 523,925,151.34 0.20%
U.S. Small Cap Value Portfolio 514,128,079.01 0.50%
U.S. Small Cap Value Portfolio II 9,806,063.95 0.46%
U.S. Large Cap Value Series* 322,676,217.29 0.10%
U.S. Large Cap Value Portfolio 218,132,785.18 0.25%
U.S. Large Cap Value Portfolio II 3,150,777.72 0.21%
U.S. Large Cap Value Portfolio III 101,341,758.13 0.11%
DFA International Value Series* 468,114,917.83 0.20%
DFA International High Book to
Market Portfolio 143,699,249.27 0.36%
DFA International Value Portfolio 201,419,222.15 0.33%
DFA International Value Portfolio II 11,112,157.94 0.36%
DFA International Value Portfolio III 112,038,182.19 0.22%
Emerging Markets Series* 31,729,635.96 0.10%
Emerging Markets Portfolio 31,729,069.55 0.50%

<FN>

- ------------------------------
* The Series is a separate series of DFA Investment Trust Company, a
registered investment company, and serves as a master fund in a master
fund-feeder fund structure. In a master fund-feeder fund structure, each
feeder fund seeks to achieve its objective by investing all of its
investable assets in the shares of the master fund. The feeder funds which
invest in the Series are identified in the table following the name of each
Series.

** Each feeder fund pays the Advisor a monthly fee pursuant to separate
administrative services agreements. The percentages set forth in the
column entitled "Combined Investment Advisory and Administrative Services
Fee as a Percentage of Average Net Assets" include the annual percentage
fee rate payable to the Advisor (1) for the administrative services it
provides to each feeder fund; and (2) pursuant to the investment advisory
agreement between the Advisor and the Series. The administrative services
fee for DFA International High Book to Market Portfolio is .20%; such fee
will be applied only to the first $40 million of average net assets, but
not to amounts in excess of $40 million.

</TABLE>

With respect to U.S. Small Cap Value Portfolio II and U.S. Large Cap Value
Portfolio II, the Advisor has agreed to waive its fee under each
administration agreement and, to the extent that such waiver is
insufficient, to reimburse each Portfolio, to the extent necessary to keep
the cumulative annual expenses of the Portfolio to not more than .96% of
the average net assets of the Portfolio on an annualized basis. With
respect to the DFA International Value Series, the Advisor has agreed to
waive its fee to the extent necessary to keep cumulative annual expenses of
the Series to not more than .45% of average net assets of the Series on an
annualized basis. The Advisor has agreed to waive its fee under the
administration agreement with DFA International Value Portfolio to the
extent necessary to keep the cumulative aggregate annual expenses of the
Portfolio and the Series to not more than 0.65% of the average net assets
of such Portfolio on an annualized basis. The Advisor has agreed to waive
its fee under the administration agreement with DFA International Value
Portfolio II to the extent necessary to keep cumulative aggregate annual
expenses of the Portfolio to not more than .96% of the average net assets
of such Portfolio on an annualized basis.

-11-

<PAGE>

DIRECTORS' RECOMMENDATION

Subject to shareholder approval of Proposal 1, the Board of Directors of
the Fund unanimously recommends that the shareholders of the Portfolio vote to
approve the New Agreement.

OTHER MATTERS

OTHER INFORMATION

PFPC serves as the accounting services, dividend disbursing and transfer
agent for the Portfolio and is located at 400 Bellevue Parkway, Wilmington, DE
19809. The Fund acts as distributor of each series of its own shares of stock.
The Fund has entered into an agreement with DFA Securities Inc., a wholly-owned
subsidiary of the Advisor, pursuant to which DFA Securities Inc. is responsible
for supervising the sale of each series of shares of the Fund. No compensation
is paid by the Fund to DFA Securities Inc. under this agreement.

Coopers & Lybrand L.L.P. serve as the Fund's independent accountants. A
representative of Coopers & Lybrand L.L.P. is not expected to be present at the
Meeting.

FINANCIAL STATEMENTS

The financial statements relating to the Portfolio contained in the
unaudited semi-annual report to stockholders of the Portfolio dated May 31,
1995, are incorporated herein by reference and enclosed with this proxy
statement. Set forth hereafter are pro forma financial statements of the
Portfolio as of May 31, 1995 as if the Portfolio's foreign securities had been
sold pursuant to the Rule on May 31, 1995.

SHAREHOLDER PROPOSALS

Any shareholder who desires to submit a shareholder proposal may do so by
submitting such proposal in writing, addressed to the Secretary of the Fund, at
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401. Ordinarily, the Fund
does not hold shareholders meetings.

By Order of the Board of Directors

IRENE R. DIAMANT
Secretary
August 11, 1995

-12-

<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.

DFA GLOBAL VALUE PORTFOLIO

PROFORMA STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)

MAY 31, 1995

(AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
MAY 31, PROFORMA PROFORMA
1995 ADJUSTMENTS COMBINED
--------- ----------- --------
(Unaudited)
<S> <C> <C> <C>
ASSETS:
Investments at Value (Cost of $4,906, $2,465, $2,441,
respectively) . . . . . . . . . . . . . . . . . . . . $ 5,422 $ (2,591) (1) $ 2,831
Cash . . . . . . . . . . . . . . . . . . . . . . . . . 91 - 91
Receivables
Dividends. . . . . . . . . . . . . . . . . . . . . 21 - 21
Investment Securities Sold . . . . . . . . . . . . - 2,591 (1) 2,591
Prepaid Expenses . . . . . . . . . . . . . . . . . . . 32 - 32
--------- -------- -------
Total Assets . . . . . . . . . . . . . . . . . . . 5,566 - 5,566
--------- -------- -------

LIABILITIES:

Accrued Expenses . . . . . . . . . . . . . . . . . . . 4 - 4
--------- -------- -------
Total Liabilities. . . . . . . . . . . . . . . . . 4 - 4
--------- -------- -------

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . $ 5,562 $ - $ 5,562
--------- -------- -------
--------- -------- -------
SHARES OUTSTANDING, $.01 PAR VALUE
(Authorized 100,000,000). . . . . . . . . . . . . . . . 500,001 500,001
--------- -------- -------
--------- -------- -------
NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE . . . . . . . . . . . . . . . . . . . . $ 11.12 $ 11.12
--------- -------- -------
--------- -------- -------
NET ASSETS CONSIST OF:

Paid-In Capital. . . . . . . . . . . . . . . . . . . . $ 5,000 - $ 5,000
Undistributed Net Investment Income. . . . . . . . . . 55 55
Undistributed Net Realized Gain. . . . . . . . . . . . 3 $ 126 (2) 129
Accumulated Net Realized Foreign Exchange Loss . . . . (12) - (12)
Unrealized Appreciation of Investment
Securities and Foreign Currency . . . . . . . . . . . 516 (126) (2) 390
--------- -------- -------
Total Net Assets . . . . . . . . . . . . . . . . . $ 5,562 $ - $ 5,562
--------- -------- -------
--------- -------- -------

<FN>
Explanation of Note References:

(1) Reflects sale of the non-U.S. securities on May 31, 1995, as outlined in
the proxy and establishment of related receivable for investment securities
sold.
(2) Reflects reclass of gain from unrealized to realized as the result of the
sale of the non-U.S. securities on May 31, 1995, as outlined in the proxy.
</TABLE>

See accompanying Notes to Proforma Financial Statements

<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.

DFA GLOBAL VALUE PORTFOLIO

PROFORMA STATEMENT OF OPERATIONS (UNAUDITED)

FOR THE PERIOD JANUARY 13, 1995 (COMMENCEMENT OF OPERATIONS) TO MAY 31, 1995

(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
PERIOD
ENDED
MAY 31, PROFORMA PROFORMA
1995 ADJUSTMENTS COMBINED
-------- ----------- --------
INVESTMENT INCOME (Unaudited)
<S> <C> <C> <C>
Dividends (Net of Foreign Taxes Withheld of $4) . . . $ 65 $ 65
Interest. . . . . . . . . . . . . . . . . . . . . . . 7 7
---- ---- ----
Total Investment Income . . . . . . . . . . . . 72 72
---- ---- ----
EXPENSES
Investment Advisory Services . . . . . . . . . . . . 7 7
Accounting & Transfer Agent Fees. . . . . . . . . . . 1 1
Custodians' Fee . . . . . . . . . . . . . . . . . . . 6 6
Legal Fees. . . . . . . . . . . . . . . . . . . . . . 1 1
Audit Fees. . . . . . . . . . . . . . . . . . . . . . 1 1
Other . . . . . . . . . . . . . . . . . . . . . . . . 1 1
---- ---- ----
Total Expenses. . . . . . . . . . . . . . . . . 17 17
---- ---- ----
NET INVESTMENT INCOME . . . . . . . . . . . . . . . . 55 55
---- ---- ----
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS AND FOREIGN CURRENCY

Net Realized Gain on Investment Securities . . . . . . . 3 $126 (1) $129

Net Realized Loss on Foreign Currency Transactions . . . (12) - (12)

Change in Unrealized Appreciation (Depreciation) of
Investment Securities and Foreign Currency . . . . . 516 (126) (1) 390
---- ---- ----
NET GAIN ON INVESTMENT SECURITIES AND
FOREIGN CURRENCY. . . . . . . . . . . . . . . . . . . 507 - 507
---- ---- ----
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . $562 $ - $562
---- ---- ----
---- ---- ----
<FN>
(1) Reflects reclass of gain from unrealized to realized as the result of the
sale of the non-U.S. securities on May 31, 1995, as outlined in the proxy.
</TABLE>

See accompanying Notes to Proforma Financial Statements

<PAGE>

DFA GLOBAL VALUE
NOTES TO PROFORMA FINANCIAL STATEMENTS
(UNAUDITED)

1. Basis of Disposition - The Proforma Statement of Assets and Liabilities,
including the Proforma Schedule of Investments and the related Proforma
Statement of Operations ("Proforma Statements") reflect the accounts at May
31, 1995 and for the period then ended of DFA Global Value Portfolio ("the
Portfolio").

The Proforma Statements give effect to the proposed sale of the Portfolio's
foreign securities on May 31, 1995.

The Proforma Statements should be read in conjunction with the historical
financial statements of the Portfolio incorporated by reference herein.

2. Proforma Operations - Proforma operating results reflect the actual income
and expenses for the period. The advisory fee has been charged to the
Portfolio based on the current advisory agreement. Pursuant to the terms
of this agreement, the advisory fee rate is equal to a monthly fee of one-
twelfth of .35% of the first $100 million of the Portfolio's net assets and
.30% of such net assets in excess of $100 million. In connection with the
proposed sale of the Portfolio's foreign securities the Advisor has
proposed that the investment advisory fee be reduced to a monthly fee equal
to one-twelfth of .25% of the Portfolio's net assets.

3. The investment objective of the Portfolio will remain unchanged. The
Advisor will continue to be Dimensional Fund Advisors Inc.

<PAGE>

DFA GLOBAL VALUE PORTFOLIO
PROFORMA SCHEDULE OF INVESTMENTS
MAY 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>

Shares Value
- ------------------------------------------- --------------------------------------
May 31, Proforma Proforma May 31, Proforma Proforma
1995 Adjustments Combined Security 1995 Adjustments Combined
- ---------- ----------- -------- -------- ---------- ----------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
UNITED STATES
COMMON STOCK
400 400 * AMR Corp. $27,300 $27,300
600 600 Aetna Life & Casualty Co. 35,775 35,775
600 600 Ahmanson (H.F.) &Co. 13,650 13,650
200 200 Alexander & Baldwin, Inc. 4,800 4,800
2,400 2,400 Allstate Corp. 72,300 72,300
200 200 Ambac, Inc. 8,000 8,000
500 500 Amerada Hess Corp. 25,375 25,375
100 100 American National Insurance Co. 6,350 6,350
300 300 American Premier Group, Inc. 7,538 7,538
100 100 Argonaut Group, Inc. 2,963 2,963
200 200 Asarco, Inc. 5,775 5,775
200 200 Avnet, Inc. 9,100 9,100
200 200 Bancorp Hawaii, Inc. 6,050 6,050
600 600 Bank of Boston Corp. 21,900 21,900
2,000 2,000 BankAmerica Corp. 104,500 104,500
400 400 Bankers Trust New York Corp. 25,100 25,100
630 630 Bear Stearns Companies, Inc. 12,757 12,757
600 600 Boatmen's Bancshares, Inc. 19,575 19,575
200 200 Bowater, Inc. 7,850 7,850
400 400 CIGNA Corp. 29,900 29,900
300 300 * CNA Financial Corp. 25,650 25,650
600 600 CSX Corp. 45,750 45,750
200 200 Centex Corp. 5,750 5,750
500 500 Champion International Corp. 23,187 23,187
1,000 1,000 Chase Manhattan Corp. 46,250 46,250
1,300 1,300 Chemical Banking Corp. 59,962 59,962
300 300 Chiquita Brands International, Inc. 3,975 3,975
103 103 * Chris-Craft Industries, Inc. 3,463 3,463
315 315 Cincinnati Financial Corp. 17,364 17,364
2,100 2,100 Citicorp 112,350 112,350
700 700 Coca-Cola Enterprises, Inc. 14,963 14,963
200 200 Comdicso, Inc. 6,000 6,000
600 600 Comerica, Inc. 18,975 18,975
200 200 Commerce Bancshares, Inc. 6,250 6,250
300 300 Comsat Corp. Series 1 5,850 5,850
400 400 Conrail, Inc. 21,600 21,600
500 500 Consolidated Natural Gas Co. 19,937 19,937
200 200 Coors (Adolph) Co. Class B 3,450 3,450
500 500 Countrywide Credit Industries, Inc. 9,313 9,313
500 500 Cyprus Amax Minerals Co., Inc. 13,250 13,250
200 200 Diamond Shamrock, Inc. 5,425 5,425
600 600 Dillard Department Stores, Inc. Class A 17,250 17,250
300 300 Dole Food, Inc. 8,850 8,850
300 300 Edwards (A.G.), Inc. 6,787 6,787
400 400 Enserch Corp. 6,950 6,950
800 800 Equitable Companies, Inc. 16,900 16,900
200 200 Federal Paper Board Co., Inc. 6,500 6,500
700 700 * Federated Department Stores, Inc. 16,100 16,100
200 200 Fina, Inc. Class A 8,275 8,275
200 200 Finova Group, Inc. 7,375 7,375
500 500 First Chicago Corp. 28,687 28,687
300 300 First Colony Corp. 7,088 7,088
200 200 First Hawaiian, Inc. 5,575 5,575
300 300 First of America Bank Corp. 10,837 10,837
200 200 Fleming Companies, Inc. 5,175 5,175
5,000 5,000 Ford Motor Co. 146,250 146,250
</TABLE>

<PAGE>

DFA GLOBAL VALUE PORTFOLIO
PROFORMA SCHEDULE OF INVESTMENTS
MAY 31, 1995
(UNAUDITED)

Shares Value
- ------------------------------------------- ------------------------------------------
May 31, Proforma Proforma May 31, Proforma Proforma
1995 Adjustments Combined Security 1995 Adjustments Combined
- ---------- ----------- -------- -------- ---------- ----------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
100 100 GATX Corp. 4,238 4,238
4,500 4,500 General Motors Corp. 216,000 216,000
500 500 General Motors Corp. Class H 20,375 20,375
200 200 Glatfelter (P.H.) Co. 3,800 3,800
300 300 Golden West Financial Corp. 14,738 14,738
100 100 Goodrich (B.F.) Co. 4,963 4,963
200 200 Great Atlantic & Pacific Tea Co., Inc. 4,975 4,975
700 700 Great Western Financial Corp. 15,312 15,312
200 200 Hawaiian Electric Industries, Inc. 7,150 7,150
700 700 Houston Industries, Inc. 30,188 30,188
200 200 IES Industries, Inc. 4,425 4,425
700 700 International Paper Co. 55,038 55,038
500 500 International Speciality Products, Inc. 4,000 4,000
400 400 James River Corp. of Virginia 10,800 10,800
2,500 2,500 K Mart Corp. 31,875 31,875
300 300 * Kaiser Aluminum Corp. 3,488 3,488
300 300 Lafarge Corp. 5,738 5,738
500 500 Lincoln National Corp. 22,625 22,625
300 300 Loews Corp. 35,662 35,662
100 100 Longs Drug Stores Corp. 3,513 3,513
200 200 MBIA, Inc. 12,625 12,625
200 200 * Magma Copper Co. 2,875 2,875
600 600 McDonnell Douglas Corp. 43,350 43,350
800 800 Mellon Bank Corp. 34,200 34,200
200 200 Mercantile Stores Co., Inc. 9,375 9,375
1,000 1,000 Merrill Lynch & Co., Inc. 47,000 47,000
100 100 Michigan National Corp. 10,588 10,588
300 300 Midlantic Corp. 11,363 11,363
1,000 1,000 Morgan (J.P.) & Co., Inc. 70,875 70,875
400 400 Morgan Stanley Group, Inc. 30,450 30,450
200 200 Murphy Oil Corp. 8,750 8,750
1,500 1,500 NationsBank Corp. 84,937 84,937
700 700 Norfolk Southern Corp. 47,950 47,950
300 300 Northrop Grumman Corp. 15,712 15,712
2,300 2,300 Nynex Corp. 96,025 96,025
1,700 1,700 Occidental Petroleum Corp. 39,100 39,100
300 300 Ogden Corp. 6,600 6,600
200 200 Ohio Casualty Corp. 6,075 6,075
300 300 Old Republic International Corp. 7,650 7,650
500 500 * Oryx Energy Co. 7,188 7,188
200 200 Overseas Shipholding Group, Inc. 3,800 3,800
400 400 Paine Webber Group, Inc. 7,900 7,900
800 800 Panhandle Eastern Corp. 20,100 20,100
200 200 Pennzoil Co. 9,875 9,875
300 300 Petrie Stores Corp. 1,838 1,838
200 200 Potlatch Corp. 8,575 8,575
1,240 1,240 RJR Nabisco Holdings Corp. 35,340 35,340
200 200 Reliastar Financial Corp. 7,425 7,425
300 300 Republic New York Corp. 15,338 15,338
400 400 Ryder System, Inc. 10,150 10,150
300 300 Safeco Corp. 17,644 17,644
500 500 Saint Paul Companies, Inc. 25,437 25,437
600 600 Salomon, Inc. 24,600 24,600
100 100 Smiths Food & Drug Centers, Inc.ClassB 1,937 1,937
300 300 Southern New England 10,087 10,087
Telecommunications Corp.
</TABLE>

<PAGE>

DFA GLOBAL VALUE PORTFOLIO
PROFORMA SCHEDULE OF INVESTMENTS
MAY 31, 1995
(UNAUDITED)

Shares Value
- -------------------------------------------- -----------------------------------------------

May 31, Proforma Proforma May 31, Proforma Proforma
1995 Adjustments Combined Security 1995 Adjustments Combined
- ---------- ----------- ---------- -------- --------- ----------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
100 100 Springs Industries, Inc. Class A 3,937 3,937
200 200 Standard Federal Bancorp. 6,625 6,625
600 600 Sun Company, Inc. 18,900 18,900
400 400 Supervalu, Inc. 11,350 11,350
300 300 TIG Holdings, Inc. 7,050 7,050
100 100 Tecumseh Products Co. Class A 4,700 4,700
500 500 Textron, Inc. 30,437 30,437
200 200 Timken Co. 8,425 8,425
1,700 1,700 Travelers Group, Inc. 71,825 71,825
400 400 Tyson Foods, Inc. Class A 8,900 8,900
400 400 UNUM Corp. 17,100 17,100
100 100 USLIFE Corp. 4,025 4,025
1,600 1,600 USX-Marathon Group, Inc. 31,800 31,800
200 200 Union Bank San Francisco, CA 7,775 7,775
1,100 1,100 Union Pacific Corp. 60,912 60,912
200 200 Valero Energy Corp. 4,250 4,250
200 200 * Vons Companies, Inc. 4,150 4,150
200 200 WPL Holdings, Inc. 5,800 5,800
400 400 Westvaco Corp. 17,100 17,100
------ ------
TOTAL - UNITED STATES 2,830,569 2,830,569
</TABLE>

<PAGE>

DFA GLOBAL VALUE PORTFOLIO
PROFORMA SCHEDULE OF INVESTMENTS
MAY 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>

Shares Value
- -------------------------------------------- -----------------------------------------------

May 31, Proforma Proforma May 31, Proforma Proforma
1995 Adjustments Combined Security 1995 Adjustments Combined
- ---------- ----------- ---------- -------- --------- ----------- --------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
JAPAN
COMMON STOCKS
2,000 (2,000) Aisin Seiki Co., Ltd. 21,960 (21,960)
2,000 (2,000) Asahi Breweries, Ltd. 24,085 (24,085)
3,000 (3,000) Ashikaga Bank, Ltd. 22,668 (22,668)
2,000 (2,000) Calpis Food Industry Co., Ltd. 16,057 (16,057)
3,000 (3,000) Citizen Watch Co., Ltd. 20,224 (20,224)
3,000 (3,000) Daikyo, Inc. 20,366 (20,366)
1,000 (1,000) Fuji Photo Film Co., Ltd. 23,967 (23,967)
4,000 (4,000) Fujita Corp. 19,599 (19,599)
5,000 (5,000) * Hanwa Co., Ltd 11,924 (11,924)
3,000 (3,000) Haseko Corp. 16,824 (16,824)
2,000 (2,000) Hiroshima Bank, Ltd. 12,184 (12,184)
3,000 (3,000) Hitachi, Ltd. 28,937 (28,937)
5,000 (5,000) Hokkaido Takushoku Bank, Ltd.,Takugin 15,702 (15,702)
3,000 (3,000) Hokuriku Bank, Ltd. 21,960 (21,960)
2,000 (2,000) Inax Corp. 20,803 (20,803)
2,000 (2,000) Kurimoto, Ltd. 20,094 (20,094)
2,000 (2,000) Kyudenko Corp. 26,919 (26,919)
2,000 (2,000) Matsushita Electric Industrial Co., Ltd. 30,933 (30,933)
2,000 (2,000) Matsushita Electric Works, Ltd. 23,235 (23,235)
2,000 (2,000) * Mitsui Fudosan Co., Ltd. 22,409 (22,409)
2,000 (2,000) Nagase & Co., Ltd. 19,008 (19,008)
3,000 (3,000) Nihon Cement Co., Ltd. 21,960 (21,960)
3,000 (3,000) Nippon Oil Co., Ltd. 19,481 (19,481)
4,000 (4,000) Nippon Sheet Glass Co., Ltd. 19,929 (19,929)
3,000 (3,000) Nippon Shinpan Co., Ltd. Tokyo 19,835 (19,835)
2,000 (2,000) Nissan Motor Co., Ltd. 12,916 (12,916)
7,000 (7,000) * Nitto Boseki Co., Ltd. 18,264 (18,264)
1,000 (1,000) Noritz Corp. 20,661 (20,661)
1,000 (1,000) Pioneer Electronic Corp. 17,355 (17,355)
3,000 (3,000) Sankyo Aluminum Industry Co., Ltd. 15,053 (15,053)
4,000 (4,000) Sanyo Electric Co., Ltd. 20,496 (20,496)
2,000 (2,000) Sekisui Chemical Co., Ltd. 23,471 (23,471)
2,000 (2,000) Sekisui House, Ltd. 25,266 (25,266)
2,000 (2,000) Shiseido Co., Ltd. 24,321 (24,321)
400 (400) Sony Corp. 19,268 (19,268)
2,000 (2,000) Sumitomo Corp. 18,135 (18,135)
3,000 (3,000) Sumitomo Realty & DevelopmentCo.,Ltd. 18,524 (18,524)
3,000 (3,000) Taisei Corp. 19,268 (19,268)
4,000 (4,000) Teijin, Ltd. 20,260 (20,260)
4,000 (4,000) Tokyo Sowa Bank, Ltd. 19,362 (19,362)
2,000 (2,000) * Victor Co. of Japan, Ltd. 21,629 (21,629)
3,000 (3,000) Yamaichi Securities Co., Ltd. 18,099 (18,099)
3,000 (3,000) Yasuda Trust & Banking Co., Ltd. 22,208 (22,208)
------ -------- --------
875,619 (875,619) 0

INVESTMENT IN CURRENCY
* Japanese Yen 197 (197)
------ -------- --------
TOTAL - JAPAN 875,816 (875,816) 0
</TABLE>

<PAGE>

DFA GLOBAL VALUE PORTFOLIO
PROFORMA SCHEDULE OF INVESTMENTS
MAY 31, 1995
(UNAUDITED)

Shares Value
- -------------------------------------------- -----------------------------------------------

GERMANY
COMMON STOCKS
100 (100) BASF AG 21,439 (21,439)
100 (100) BHF Bank 26,754 (26,754)
100 (100) Bayer AG 24,189 (24,189)
100 (100) Bayerische Hypotheken und
Wechelsbank AG 26,733 (26,733)
112 (112) Bayerische Vereinsbank AG 32,584 (32,584)
100 (100) Dresdner Bank AG, Frankfurt 27,923 (27,923)
100 (100) Hoechst AG 21,637 (21,637)
50 (50) Siemens AG 23,813 (23,813)
50 (50) Veba AG 19,040 (19,040)
100 (100) Vereins & Westbank AG 23,317 (23,317)
50 (50) Volkswagen AG 14,086 (14,086)
--------- ----------- --------
261,515 (261,515) 0

INVESTMENT IN CURRENCY
* German Marks 5,370 (5,370)

100 (100) RIGHTS/WARRANTS
* Bayerische Vereinsbank AG Rights
06/01/95 0

TOTAL - GERMANY 266,885 (266,885) 0
</TABLE>

<PAGE>

DFA GLOBAL VALUE PORTFOLIO
PROFORMA SCHEDULE OF INVESTMENTS
MAY 31, 1995
(UNAUDITED)

Shares Value
- -------------------------------------- ---------------------------------------------

INVESTMENT IN CURRENCY
* French Francs 720 (720)
--------- ----------- ------
TOTAL - FRANCE 175,241 (175,241) 0

SWITZERLAND
COMMON STOCKS
50 (50) Banque Cantonale Vaudoise 25,311 (25,311)
50 (50) Ciba-Geigy AG, Basel 35,521 (35,521)
25 (25) Pargesa Holding SA, Geneve 30,245 (30,245)
100 (100) SBV (Schweizerische Bankverein) 35,779 (35,779)
50 (50) Sulzer AG, Winterthur 32,175 (32,175)
--------- ----------- ------
159,031 (159,031) 0

INVESTMENT IN CURRENCY
* Swiss Francs 2,901 (2,901)

RIGHTS/WARRANTS
250 (250) * Banque Court Vaudoise
Rights 06/13/95 1,008 (1,008)
--------- ----------- ------
16 (16) TOTAL - SWITZERLAND 162,940 (162,940) 0

NETHERLANDS
COMMON STOCKS
600 (600) ABN Amro Holding NV 22,687 (22,687)
200 (200) DSM NV 17,009 (17,009)
500 (500) Fortis Amev NV 27,221 (27,221)
615 (615) Internationale Nederlanden Groep NV 33,326 (33,326)
800 (800) * KLM Royal Dutch Airlines NV 25,040 (25,040)
--------- ----------- ------
125,283 (125,283) 0

INVESTMENT IN CURRENCY
* Netherlands Guilder 1,140 (1,140)

RIGHTS/WARRANTS
600 (600) * ABN Amro Holding NV
Rights 06/01/95 0
--------- ----------- ------
TOTAL NETHERLANDS 126,423 (126,423) 0

AUSTRALIA
COMMON STOCKS
11,630 (11,630) News Corp., Ltd. 61,780 (61,780)
11,200 (11,200) Westpac Banking Corp. 41,196 (41,196)
--------- ----------- ------
TOTAL - AUSTRALIA 102,976 (102,976) 0
</TABLE>

<PAGE>

DFA GLOBAL VALUE PORTFOLIO
PROFORMA SCHEDULE OF INVESTMENTS
MAY 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>

Shares Value
- --------------------------------- --------------------------------------------
May 31, Proforma Proforma May 31, Proforma Proforma
1995 Adjustments Combined Security 1995 Adjustments Combined
- ---------- ----------- -------- -------- ------- ----------- --------
(Unaudited) (Unaudited)
<C> <C> <C> <S> <C> <C> <C>
HONG KONG
COMMON STOCKS
22,000 (22,000) Amoy Properties, Ltd. 19,780 (19,780)
17,000 (17,000) Hong Kong & Shanghai Hotels, Ltd. 22,652 (22,652)
36,000 (36,000) Paliburg International Holdings, Ltd. 24,683 (24,683)
8,000 (8,000) Wharf Holdings, Ltd. 26,287 (26,287)
------------------ --------------- --------------
93,402 (93,402) 0

INVESTMENT IN CURRENCY
* Hong Kong Dollars 787 (787)
------------------ --------------- --------------
TOTAL - HONG KONG 94,189 (94,189) 0

SINGAPORE
COMMON STOCKS
9,000 (9,000) * Singapore Land, Ltd. 61,812 (61,812)

INVESTMENT IN CURRENCY
* Singapore Dollars 3 (3)
------------------ --------------- --------------
TOTAL - SINGAPORE 61,815 (61,815) 0

ITALY
COMMON STOCKS
5,000 (5,000) Italcementi Fabbriche Riunite
Cemento SpA, Bergamo 33,150 (33,150)
25,000 (25,000) * Olivetti (Ing C & C) SpA, Ivrea 24,855 (24,855)
------------------ --------------- --------------
58,005 (58,005) 0
INVESTMENT IN CURRENCY
* Italian Lira 15 (15)
------------------ --------------- --------------
TOTAL - ITALY 58,020 (58,020) 0

SPAIN
COMMON STOCKS
3,300 (3,300) Iberdrola SA 22,969 (22,969)
4,300 (4,300) Sevillana de Electricidad 24,386 (24,386)
------------------ --------------- --------------
47,355 (47,355) 0

INVESTMENT IN CURRENCY
* Spanish Peseta 57 (57)
------------------ --------------- --------------
TOTAL - SPAIN 47,412 (47,412) 0

SWEDEN
COMMON STOCKS
300 (300) Stora Kopparbergs Bergslags
AB Series A 18,846 (18,846)
1,300 (1,300) Svenka Cellulosa AB Series B 23,612 (23,612)
------------------ --------------- --------------
42,458 (42,458) 0

INVESTMENT IN CURRENCY
* Swedish Krona 348 (348)

------------------ --------------- --------------
TOTAL - SWEDEN 42,806 (42,806) 0

BELGIUM
COMMON STOCKS
500 (500) Societe Generale de Belgique SA500 36,188 (36,188)

INVESTMENT IN CURRENCY
* Belgian Francs 1,465 (1,465)

------------------ --------------- --------------
TOTAL - BELGIUM 37,653 (37,653) 0
TOTAL INVESTMENTS 5,422,020 (2,591,451) 2,830,569
------------------ --------------- --------------
------------------ --------------- --------------
COST 4,905,949 (2,464,853) 2,441,096
------------------ --------------- --------------
------------------ --------------- --------------
</TABLE>

22
<PAGE>

BY SIGNING AND DATING THE LOWER PORTION OF THIS CARD, YOU AUTHORIZE THE PROXIES
TO VOTE EACH PROPOSAL AS MARKED, OR IF NOT MARKED TO VOTE "FOR" EACH PROPOSAL,
AND TO USE THEIR DISCRETION TO VOTE ANY OTHER MATTER AS MAY PROPERLY COME BEFORE
THE MEETING. IF YOU DO NOT INTEND TO PERSONALLY ATTEND THE MEETING, PLEASE
COMPLETE AND MAIL THIS CARD AT ONCE IN THE ENCLOSED ENVELOPE.

DFA INVESTMENT DIMENSIONS GROUP INC. -- PROXY IS SOLICITED
DFA GLOBAL VALUE PORTFOLIO ON BEHALF OF THE BOARD OF DIRECTORS

THE UNDERSIGNED HEREBY APPOINTS MICHAEL T. SCARDINA, IRENE R. DIAMANT AND MARTI
WILES, OR ANY ONE OF THEM, WITH THE RIGHT OF SUBSTITUTION, PROXIES OF THE
UNDERSIGNED AT THE SPECIAL MEETING OF SHAREHOLDERS OF DFA INVESTMENT DIMENSIONS
GROUP INC. ("FUND") - DFA GLOBAL VALUE PORTFOLIO TO BE HELD AT 1299 OCEAN
AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA, 90401 AT 8:00 A.M., PACIFIC COAST
TIME, ON SEPTEMBER 15, 1995 OR AT ANY POSTPONEMENT OR ADJOURNMENT THEREOF, WITH
ALL THE POWERS WHICH THE UNDERSIGNED WOULD POSSESS, IF PERSONALLY PRESENT, AND
INSTRUCTS THEM TO VOTE UPON ANY MATTERS WHICH MAY PROPERLY BE ACTED UPON AT THIS
MEETING, AND SPECIFICALLY AS INDICATED ON THE LOWER PORTION OF THIS FORM.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE SHAREHOLDER WHOSE SIGNATURE APPEARS BELOW. IF PROPERLY EXECUTED BUT NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" EACH PROPOSAL.

PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF EACH OF THESE MATTERS.

TO VOTE MARK AN /X/ IN BLUE OR BLACK INK BELOW PLEASE FOLD HERE

- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
1. TO APPROVE A CHANGE OF POLICY WITH
RESPECT TO FOREIGN SECURITIES AND THE / / / / / /
SALE OF SUCH SECURITIES TO ANOTHER
PORTFOLIO OF THE FUND.

FOR AGAINST ABSTAIN
2. IF PROPOSAL 1 IS APPROVED, TO APPROVE A
NEW INVESTMENT ADVISORY AGREEMENT. / / / / / /

- ----------------- ------------------ -------
SIGNATURE SIGNATURE (JOINT OWNER) DATE

PLEASE DATE AND SIGN NAME OR NAMES AS PRINTED ABOVE TO AUTHORIZE THE VOTING OF
YOUR SHARES AS INDICATED ABOVE. WHERE SHARES ARE REGISTERED WITH JOINT OWNERS,
ALL JOINT OWNERS SHOULD SIGN. PERSONS SIGNING AS AN EXECUTOR, ADMINISTRATOR,
TRUSTEE OR OTHER REPRESENTATIVE SHOULD GIVE FULL TITLE AS SUCH.

<PAGE>

(FRONT)
DFA INVESTMENT DIMENSIONS GROUP INC. -- THIS PREFERENCE STATEMENT IS SOLICITED
DFA GLOBAL VALUE PORTFOLIO ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby provides Providian Life and Health Insurance Company,
with the right of substitution, a preference statement of the undersigned at the
Special Meeting of Shareholders of DFA Investment Dimensions Group Inc. ("Fund")
- - DFA Global Value Portfolio to be held at 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401 at 8:00 a.m., Pacific Coast time, on September 15, 1995
or at any postponement or adjournments thereof, with all the powers which the
undersigned would possess if personally present, and instructs them to vote upon
any matters which may properly be acted upon at this meeting, and specifically
as indicated on the reverse side.

- --------------------------------------------------------------------------------
Please mark, sign, date and return the Preference Statement promptly in the
enclosed envelope. No postage is required.
- --------------------------------------------------------------------------------

Please date and sign exactly as your name appears at left. If there is more
than one owner, each should sign. When signing as a fiduciary or
representative, please give full title as such. Preference Statements executed
by a corporation should be signed in full corporate name by a duly authorized
officer.

Date________________________, 1995

X
----------------------------------------------------------
Signature

X
----------------------------------------------------------
Signature if held jointly

(BACK)
This Preference Statement when properly executed will be voted in the manner
directed herein by the contract owner whose signature appears on the reverse
side. SHARES FOR WHICH NO INSTRUCTIONS ARE RECEIVED AND SHARES WHICH ARE NOT
ATTRIBUTABLE TO CONTRACTS WILL BE VOTED BY PROVIDIAN LIFE AND HEALTH INSURANCE
COMPANY IN THE SAME PROPORTION AS SHARES FOR WHICH INSTRUCTIONS ARE RECEIVED.
Please refer to the Proxy Statement discussion of each of these matters.

FOR AGAINST ABSTAIN
1. TO APPROVE A CHANGE OF POLICY WITH
RESPECT TO FOREIGN SECURITIES, AND THE / / / / / /
SALE OF SUCH SECURITIES TO ANOTHER
PORTFOLIO OF THE FUND.

FOR AGAINST ABSTAIN
2. IF PROPOSAL 1 IS APPROVED, TO APPROVE A
NEW INVESTMENT ADVISORY AGREEMENT. / / / / / /

This Preference Statement is revocable. Your vote is very important. A prompt
return of this Preference Statement will help to eliminate the expense of
follow-up mailings.