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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)
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(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), or 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
U.S. LARGE COMPANY PORTFOLIO
OCTOBER 16, 1995
To the Shareholders of U.S. Large Company Portfolio:
A Special Meeting of Shareholders of U.S. Large Company 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 November 30, 1995
for the following purposes:
To approve or disapprove a new Investment Management
Agreement between Dimensional Fund Advisors Inc. and The DFA
Investment Trust Company, on behalf of the U.S. Large
Company Series.
Shareholders of record at the close of business on October 1, 1995 are
entitled to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
IRENE R. DIAMANT
Secretary
October 16, 1995
Santa Monica, California
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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
U.S. LARGE COMPANY PORTFOLIO
OCTOBER 16, 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 U.S. Large Company 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 the same proportion as the shares for which
voting instructions are received. 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 October 18, 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 Proposal, 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 October 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.
With respect to the Proposal, 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 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 Proposal has been approved. No other business may properly come
before the Meeting.
<PAGE>
The cost of solicitation, including preparing and mailing the proxy
materials, will be borne by the Portfolio. In addition to solicitations through
the mails, financial advisors and employees of the Fund's investment advisor may
solicit proxies by telephone, telegraph and personal interviews. It is not
anticipated that such 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. If it becomes necessary, during the course of solicitation of
proxies, to use an outside solicitation agent, the estimated cost of $7,500 will
be borne by the Portfolio.
As of September 30, 1995, the directors and officers of the Fund
beneficially owned in the aggregate less than 1% of the shares of the Portfolio.
PRINCIPAL SHAREHOLDERS
The following shareholders beneficially owned more than 5% of the
Portfolio's outstanding shares as of September 30, 1995:
Number of Shares Percentage
Name and Address Beneficially Owned of Portfolio
---------------- ------------------ ------------
PROPOSAL 1: TO APPROVE OR DISAPPROVE A NEW
INVESTMENT MANAGEMENT AGREEMENT
BACKGROUND
Shareholders are asked to approve a new investment management agreement
("New Management Agreement") to replace the current investment management
agreement ("Current Management Agreement") between the Advisor and The DFA
Investment Trust Company (the "Trust") on behalf of its U.S. Large Company
Series (the "Series"). The New Management Agreement contains the same terms and
conditions as the Current Management Agreement, except for elimination of the
provision in the Current Management Agreement relating to the payment by the
Advisor of certain operating expenses and the effective and termination dates.
The investment objective of the Portfolio is to approximate the investment
performance of Standard & Poor's 500 Composite Stock Index. The Portfolio
pursues its investment objective by investing all of its assets in the Series,
which has the same investment objective and policies as the Portfolio. An
arrangement whereby an institutional
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investor such as the Portfolio pools its assets with the assets of other
institutional investors with identical investment objectives by investing in a
single registered investment company with the same investment objectives and
policies ("master fund") is customarily referred to as a "master fund-feeder
fund" structure.
As a master fund, the Series is designed as a vehicle for its feeder funds,
such as the Portfolio, to pool assets and achieve certain opportunities which
might not be otherwise available to small pools of assets. These opportunities
would include seeking larger block trades at more advantageous prices and
participating in securities transactions of larger denominations, thereby
reducing the relative amount of certain transaction costs in relation to the
total size of the transaction. In addition, certain operating costs tend to
increase at a lower rate than the rate of asset growth and, therefore, if asset
growth is achieved, Series' investors, including the Portfolio, should benefit
from the cost structure of the Series. Moreover, the Portfolio would be in a
position to pass on such benefits to its shareholders. Economies of the nature
described herein in part are dependent on asset growth and, of course, there can
be no assurance that the Series will attract other institutional investors.
At the present time, the Portfolio is the sole shareholder of the Series.
However, there is another institutional investor, a registered open-end
management investment company ("Company") of substantial asset size relative to
the Portfolio, which is seeking approval of its shareholders to become a feeder
fund and invest in the Series. If the Company's shareholders approve the
Company's conversion to a feeder fund and it invests in the Series, a
substantial increase in the assets of the Series would result. Of course, there
can be no assurance that approval of the Company's shareholders will be obtained
or a substantial increase in the assets of the Series will result.
INVESTMENT MANAGEMENT AGREEMENT
Dimensional Fund Advisors Inc. ("Advisor") serves as investment advisor to
the Series pursuant to the Current Management Agreement at an annual fee of
0.025% of the average net assets of the Series. The Current Management
Agreement also provides that the Advisor shall bear and pay the fees of the
Series' transfer, dividend disbursing and accounting service agent and the
asset-based fee of the Series' custodian ("Assumed Expenses"). The Advisor also
provides administrative services to the Portfolio pursuant to an Administration
Agreement ("Administration Agreement") at an annual fee of 0.215% of the average
net assets of the Portfolio. Under the terms of the Administration Agreement,
the Advisor is obligated to pay the ordinary operating expenses of the
Portfolio. The expenses incurred directly by the Portfolio on an annual basis
total 0.24% of the average net assets of the Portfolio.
For the reasons described below, the Advisor has recommended to the Board
of Trustees of the Trust that the Trust enter into a New Management Agreement
with the Advisor. Pursuant to the New Management Agreement, the rate of
management fee will
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remain the same, however, the Advisor will not be obligated to bear and pay the
Assumed Expenses of the Series. At the same time, the Advisor recommended to
the Board of Directors of the Fund, and the Board approved, a new Administration
Agreement between the Advisor and the Fund on behalf of the Portfolio ("New
Administration Agreement"). Pursuant to the terms of the New Administration
Agreement, the rate of the administration fee will remain the same and the
Advisor will continue to limit the direct ordinary operating expenses of the
Portfolio on an annual basis to 0.24% of the Portfolio's average net assets. In
addition, the New Administration Agreement provides that the Advisor will waive
its fee and/or reimburse the Portfolio to the extent that the indirect expenses
the Portfolio bears as a shareholder of the Series, on an annual basis, exceed
0.025% of the average annual net assets of the Portfolio. Therefore, under the
terms of both the New Management Agreement and New Administration Agreement, the
current expense limitation agreed to by the Advisor will remain the same as
under the Current Management Agreement and Administration Agreement.
When the Portfolio originally became a feeder fund in a master fund-feeder
fund structure, the Advisor and the Board of Directors wished to maintain the
expenses to be borne by the Portfolio at the same rate as they were prior to the
conversion, and choose to do so by having the Advisor pay the Assumed Expenses
at the master fund level. In offering master fund shares to other institutional
investors, the Advisor and the Board of Trustees of the Trust believe that the
master fund should bear all of its own operating expenses, except to the extent
that administrators of other feeder funds wish to assume such expenses. The
proposed change to the Current Management Agreement enables the Advisor to offer
shares of the Series to other institutional investors, such as the Company, on a
viable economic basis while, at the same time, the New Administration Agreement
maintains the expenses with respect to the Portfolio at their current level. If
asset growth is achieved by attracting other institutional investors into the
Series, the economies and expense reductions which are characteristic of a
master fund-feeder fund structure may be realized by the Series.
EVALUATION OF THE NEW MANAGEMENT AGREEMENT BY THE BOARD OF DIRECTORS
At meetings held on April 24, 1995, the Board of Trustees of the Trust and
the Board of Directors of the Fund, respectively, including a majority of the
trustees and directors who are not parties to the New Management Agreement or
interested persons of any such party, voted unanimously to approve the New
Management Agreement and to recommend its approval to the shareholders of the
Series and the Portfolio, as relevant.
In determining whether to recommend the New Management Agreement to
shareholders for their approval, the Directors of the Fund considered that the
terms of the New Management Agreement will not entail any increase in the rate
of fees to be borne by the Portfolio for the Advisor's services, and their
understanding that the level of services provided will not decrease. The Board's
decision to recommend the New Management Agreement to shareholders of the
Portfolio was also based, in part, on the terms of the New Administration
Agreement whereby the Advisor agrees to waive its fees and/or reimburse the
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<PAGE>
Portfolio to the extent that the indirect expenses the Portfolio bears as a
shareholder of the Series on an annual basis exceed 0.025% of average net assets
of the Portfolio. The Direcors also considered the potential benefits to the
Portfolio and its shareholders, such as a reduction in expenses as a percentage
of total assets, if asset growth is achieved by accepting additional investors
into the Series. Accordingly, the Board of Directors of the Fund unanimoulsy
recommends that the Portfolio's shareholders vote in favor of the New Management
Agreement.
In the event that the Proposal is not approved by shareholders, the
Directors will consider the appropriate action to take.
INFORMATION CONCERNING THE CURRENT MANAGEMENT AGREEMENT AND THE NEW
MANAGEMENT AGREEMENT
Pursuant to the terms of the Current Management Agreement, the Advisor
manages the investment and reinvestment of the assets of the Series, and
continuously reviews, supervises and administers the Series' investment program.
The Advisor selects brokers and dealers to effect securities transactions for
the Series. The Current Management 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
Management Agreement, the Advisor also determines the securities to be purchased
or sold and provides the Trust with records concerning the Advisor's activities
and renders regular reports to the Board of Trustees and officers of the Trust.
The Trust 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 trustees, the cost of filing its registration statements under
federal and state securities laws, reports to shareholders, and transfer and
dividend disbursing agency and administrative services fees, except for the
Assumed Expenses of the Series. Expenses of the Series, which are determined by
the Board of Trustees to be extraordinary, are borne by the Series. Expenses
allocable to a particular Series are so allocated and expenses which are not
allocable to a particular Series are borne by each Series on the basis of the
fees paid by the Trust to PFPC Inc. ("PFPC"), the accounting services, dividend
disbursing and transfer agent to the Trust.
The terms of the Current and New Management Agreements are identical except
for the elimination of the provision whereby the Advisor would pay the Assumed
Expenses of the Series and the effective and termination dates.
The date of the Current Management Agreement is January 6, 1993, and it was
submitted to the Portfolio, as the Series' sole shareholder, for its initial
approval on January 6, 1993. The Board of Trustees unanimously approved the
continuance of the Current Management Agreement at a meeting held on December
15, 1994. For the fiscal year ended
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November 30, 1994, $11,000 in total management fees was paid by the Trust to the
Advisor with respect to the Series and the same amount of management fees would
have been paid to the Advisor if the New Management Agreement had been in
effect. For the fiscal year ended November 30, 1994, the Fund paid $93,000 to
the Advisor for administration services provided to the Portfolio.
Based on the expenses incurred by the Portfolio and the Series, the total
annualized ratio of expenses to average net assets of the Portfolio for the
fiscal year ended November 30, 1994 was 0.24%. If the New Management Agreement
and New Administration Agreement had been in effect for that same time period,
the total annualized ratio of expenses to average net assets of the Portfolio
also would have been 0.24%.
If the Proposal is approved by shareholders, it is anticipated that the New
Management Agreement and New Administration Agreement will become effective on
or about December 1, 1995. The New Management Agreement will continue in effect
until December 31, 1996, and, thereafter, only if such continuance is approved
at least annually by a vote of the Trust's Board of Trustees who are not parties
to the New Management Agreement or interested persons of any such party, cast in
person at a meeting called for such purpose. In addition, continuance of the
New Management Agreement may be effected if approved by the affirmative vote of
the holders of a majority of the outstanding voting securities of the Series.
The New Management Agreement may at any time be terminated without payment
of any penalty either by vote of the Board of Trustees of the Trust or by vote
of the holders of a majority of the outstanding voting securities of the Series,
on sixty days' written notice to the Advisor. In addition, the New Management
Agreement may be terminated by the Advisor after ninety days' written notice to
the Trust. It will automatically terminate in the event of its assignment.
The Current and New Management Agreements each permit the Advisor to
knowingly pay commissions on securities transactions which are greater than
another broker might 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 Trust, as to which it exercises investment discretion.
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<PAGE>
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. Schroder 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.
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.
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<PAGE>
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, 38, 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, 40, 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, 50, Marketing Officer, Santa Monica, CA
David Schneider, 49, Marketing Officer, Santa Monica, CA
Lawrence Spieth, 47, Marketing Officer, Santa Monica, CA
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.
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DIRECTORS' RECOMMENDATION
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS OF THE PORTFOLIO VOTE TO APPROVE THE NEW MANAGEMENT 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.
SHAREHOLDER REPORTS
The most recent Annual and Semi-Annual Reports for the Fund are available
at no cost to shareholders of the Portfolio upon request by contacting the Fund
at 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401 or returning
the enclosed postage-paid card.
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
October 16, 1995
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BY SIGNING AND DATING THE REVERSE SIDE OF THIS CARD, YOU AUTHORIZE THE PROXIES
TO VOTE EACH PROPOSAL AS MARKED, OR IF NO INSTRUCTIONS ARE GIVEN, PROXIES THAT
ARE SIGNED RETURNED WILL BE VOTED IN THE SAME PROPORTION AS SHARES FOR WHICH
VOTING INSTRUCTIONS ARE RECEIVED. 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
U.S. LARGE COMPANY 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") -- U.S. LARGE COMPANY PORTFOLIO TO BE HELD AT 1299 OCEAN
AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA, 90401 AT 8:00 A.M., PACIFIC COAST
TIME, ON NOVEMBER 30, 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 REVERSE SIDE OF THIS FORM.
<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC. -- PROXY IS SOLICITED
U.S. LARGE COMPANY PORTFOLIO ON BEHALF OF THE BOARD OF DIRECTORS
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
INSTRUCTIONS ARE GIVEN, PROXIES THAT ARE SIGNED RETURNED WILL BE VOTED IN THE
SAME PROPORTION AS SHARES FOR WHICH VOTING INSTRUCTIONS ARE RECEIVED.
PLEASE REFER TO THE PROXY STATEMENT DISCUSSION OF THE MATTER.
TO VOTE MARK AN /X/ IN BLUE OR BLACK INK BELOW
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S><C> <C> <C> <C>
1. TO APPROVE A NEW INVESTMENT MANAGEMENT AGREEMENT.
</TABLE>
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SIGNATURE
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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.
