DFA INVESTMENT DIMENSIONS GROUP INC, 485APOS, 1995-11-22

DFA INVESTMENT DIMENSIONS GROUP INC
485APOS, 1995-11-22

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
-----

Pre-Effective Amendment No.
----- -----

Post-Effective Amendment No. 37 File No. 2-73948 X
-----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
-----

Amendment No. 38 File No. 811-3258 X
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DFA INVESTMENT DIMENSIONS GROUP INC.
---------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

1299 Ocean Avenue, 11th Floor, Santa Monica CA 90401
- -------------------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code (310) 395-8005
--------------

Irene R. Diamant, Vice President and Secretary, DFA Investment
Dimensions Group Inc.,
1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401
--------------------------------------------------------------
(Name and Address of Agent for Service)

Copies of communications to Stephen W. Kline, Esquire, Stradley, Ronon, Stevens
& Young, Great Valley Corporate Center, 30 Valley Stream Parkway, Malvern, PA
19355, (610) 640-5801.

It is proposed that this filing will become effective
(check appropriate box):

/ / Immediately upon filing pursuant to paragraph (b)
/ / On __________________ pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / On (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/X/ On February 8, 1996 pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

/ / This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

This Registrant has registered an indefinite number of shares of common stock
under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. On January 26, 1995, Registrant filed a Rule 24f-2 Notice
for Registrant's most recent fiscal year which ended November 30, 1994.

The Trustees and principal officers of The DFA Investment Trust Company also
have executed this registration statement.

<PAGE>

FORM N-1A

CROSS REFERENCE SHEET
(as required by Rule 404)

FORM N-1A PART A ITEM NO. PROSPECTUS LOCATION
- ------------------------- -------------------

Item 1. Cover Page......................... Cover Page
Item 2. Synopsis........................... Highlights
Item 3. Condensed Financial Information.... Condensed Financial
Information

Item 4. General Description of Registrant.. Cover Page; Highlights;
General Information

Item 5. Management of the Fund............. Highlights; Management of
the Fund

Item 6. Capital Stock and Other Securities. Highlights; Dividends,
Capital Gains
Distributions and Taxes;
General Information

Item 7. Purchase of Securities Being
Offered............................ Purchase and Redemption
of Shares

Item 8. Redemption or Repurchase........... Purchase and Redemption
of Shares

Item 9. Pending Legal Proceedings.......... Not Applicable

FORM N-1A PART B ITEM NO. LOCATION IN
- ------------------------- STATEMENT OF
ADDITIONAL
INFORMATION
------------

Item 10. Cover Page......................... Cover Page

Item 11. Table of Contents.................. Table of Contents

Item 12. General Information and History.... Other Information

<PAGE>

Item 13. Investment Objectives and Policies. Portfolio Characteristics
and Policies; Investment
Limitations; Futures
Contracts

Item 14. Management of the Fund.............. Directors and Officers

Item 15. Control Persons and Principal
Holders of Securities.............. Principal Holders of
Securities

Item 16. Investment Advisory and Other
Services........................... Directors and Officers;
Administrative Services;
Other Information

Item 17. Brokerage Allocation and Other
Practices.......................... Brokerage Transactions

Item 18. Capital Stock and Other Securities. Other Information

Item 19. Purchase, Redemption and Pricing
of Securities Being Offered........ Purchase and Redemption
of Shares
Item 20. Tax Status......................... Federal Tax Treatment of
Futures Contracts

Item 21. Underwriters....................... Not Applicable

Item 22. Calculation of Performance Data.... Calculation of
Performance Data

Item 23. Financial Statements............... Financial Statements

FORM N-1A PART C ITEM NO. LOCATION IN PART C
- ------------------------- ------------------

Item 24. Financial Statements and Exhibits.. Exhibits

Item 25. Persons Controlled by or Under
Common Control with Registrant..... Persons Controlled by or
Under Common Control with
Registrant

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Item 26. Number of Holders of Securities.... Number of Holders of
Securities

Item 27. Indemnification.................... Indemnification

Item 28. Business and Other Connections of
Investment Advisor................. Business and Connections
of Investment Advisor and
Subadvisors

Item 29. Principal Underwriters............. Principal Underwriters

Item 30. Location of Accounts and Records... Location of Accounts and
Records

Item 31. Management Services................ Management Services

Item 32. Undertakings....................... Undertakings

<PAGE>

This Post-Effective Amendment No. 37 under the Securities Act of 1933
includes a prospectus and statement of additional information that do not relate
to the prospectus and statement of additional information filed with Post-
Effective Amendment No. 35 on July 13, 1995 with the Commission.

<PAGE>

PROSPECTUS
FEBRUARY -, 1996

DFA INVESTMENT DIMENSIONS GROUP INC.

DFA INVESTMENT DIMENSIONS GROUP INC. (the "Fund"), 1299 Ocean Avenue, 11th
Floor, Santa Monica, California 90401, (310) 395-8005, is an open-end
management investment company whose shares are offered, without a sales charge,
generally to institutional investors and clients of registered investment
advisers.

This prospectus relates to twenty-two series of shares, each of which
represents a separate class ("Portfolio") of the Fund's common stock, having its
own investment objective and policies. The investment objective of each of the
Domestic and International Equity Portfolios, except the U.S. Large Company and
Enhanced U.S. Large Company Portfolios, is to achieve long-term capital
appreciation. The investment objective of U.S. Large Company Portfolio is to
approximate the investment performance of the Standard & Poor's 500 Composite
Stock Index ("S&P 500 Index") and the investment objective of the Enhanced U.S.
Large Company Portfolio is to achieve a total return which exceeds the total
return performance of the S&P 500 Index. The investment objectives of the Fixed
Income Portfolios are: DFA One-Year Fixed Income Portfolio, to achieve stable
real value of capital with a minimum of risk by investing in high quality
obligations; DFA Two-Year Corporate Fixed Income Portfolio, to maximize total
returns consistent with the preservation of capital; DFA Two-Year Global Fixed
Income Portfolio, to maximize total returns consistent with preservation of
capital; DFA Two-Year Government Portfolio, to maximize total returns available
from the universe of debt obligations of the U.S. Government and U.S. Government
agency obligations and consistent with preservation of capital; DFA Five-Year
Government Portfolio, to maximize total returns available from the universe of
U.S. Government and U.S. Government agency obligations which mature within five
years from the date of settlement; DFA Intermediate Government Fixed Income
Portfolio, to earn current income consistent with preservation of capital; and
DFA Global Fixed Income Portfolio, to provide a market rate of return for a
global fixed income portfolio with low relative volatility of returns.

DOMESTIC EQUITY PORTFOLIOS
U.S. 9-10 Small Company Portfolio
U.S. 6-10 Small Company Portfolio
U.S. Large Company Portfolio
U.S. Small Cap Value Portfolio
U.S. Large Cap Value Portfolio
DFA/AEW Real Estate Securities Portfolio
Enhanced U.S. Large Company Portfolio

INTERNATIONAL EQUITY PORTFOLIOS
Japanese Small Company Portfolio
Pacific Rim Small Company Portfolio
United Kingdom Small Company Portfolio
Emerging Markets Portfolio
Continental Small Company Portfolio
Large Cap International Portfolio
RWB/DFA International High Book to Market Portfolio
DFA International Small Cap Value Portfolio

FIXED INCOME PORTFOLIOS
DFA One-Year Fixed Income Portfolio
DFA Two-Year Corporate Fixed Income Portfolio
DFA Two-Year Global Fixed Income Portfolio
DFA Two-Year Government Portfolio
DFA Five-Year Government Portfolio
DFA Intermediate Government Fixed Income Portfolio
DFA Global Fixed Income Portfolio

THE U.S. 6-10 SMALL COMPANY, U.S. LARGE COMPANY, ENHANCED U.S. LARGE
COMPANY, DFA ONE-YEAR FIXED INCOME, DFA TWO-YEAR CORPORATE FIXED INCOME, DFA
TWO-YEAR GLOBAL FIXED INCOME, DFA TWO-YEAR GOVERNMENT, U.S. SMALL CAP VALUE,
U.S. LARGE CAP VALUE, RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET AND EMERGING
MARKETS PORTFOLIOS (COLLECTIVELY THE "FEEDER PORTFOLIOS"), UNLIKE MANY OTHER
INVESTMENT COMPANIES WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIO OF
SECURITIES, EACH SEEKS TO ACHIEVE ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF
ITS INVESTABLE ASSETS IN A CORRESPONDING SERIES OF SHARES OF THE DFA INVESTMENT
TRUST COMPANY (THE "TRUST"), AN OPEN-END, MANAGEMENT INVESTMENT COMPANY THAT
ISSUES SERIES HAVING THE SAME INVESTMENT OBJECTIVE, POLICIES AND LIMITATIONS AS
EACH OF THOSE PORTFOLIOS. THE INVESTMENT EXPERIENCE OF EACH FEEDER PORTFOLIO
WILL CORRESPOND DIRECTLY WITH THE INVESTMENT EXPERIENCE OF ITS CORRESPONDING
SERIES. INVESTORS SHOULD CAREFULLY CONSIDER THIS INVESTMENT APPROACH. FOR
ADDITIONAL INFORMATION, SEE "THE FEEDER PORTFOLIOS."

This prospectus sets forth concisely information about the Fund that
prospective investors should know before investing and should be read carefully
and retained for future reference. A statement of additional information about
the Fund, dated February -, 1996, which is incorporated herein by reference, has
been filed with the Securities and Exchange Commission and is available upon
request, without charge, by writing or calling the Fund at the above address or
telephone number.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>

TABLE OF CONTENTS
PAGE
----

HIGHLIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

CONDENSED FINANCIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 8

THE FEEDER PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . . . .19

SMALL COMPANY PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . .20
Investment Objective and Policies . . . . . . . . . . . . . . . . . . .20

PORTFOLIO CHARACTERISTICS AND POLICIES -
SMALL COMPANY PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . .20
U.S. 6-10 Small Company Portfolio . . . . . . . . . . . . . . . . . . .20
U.S. 9-10 Small Company Portfolio . . . . . . . . . . . . . . . . . . .20
Japanese Small Company Portfolio. . . . . . . . . . . . . . . . . . . .21
United Kingdom Small Company Portfolio. . . . . . . . . . . . . . . . .21
Continental Small Company Portfolio . . . . . . . . . . . . . . . . . .21
Pacific Rim Small Company Portfolio . . . . . . . . . . . . . . . . . .22
Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . .22
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . .24

U.S. LARGE COMPANY PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . .24
Investment Objective and Policies . . . . . . . . . . . . . . . . . . .24

ENHANCED U.S. LARGE COMPANY PORTFOLIO. . . . . . . . . . . . . . . . . . . .25
Investment Objective and Policies . . . . . . . . . . . . . . . . . . .25

STANDARD & POOR'S - INFORMATION AND DISCLAIMERS. . . . . . . . . . . . . . .26

LARGE CAP INTERNATIONAL PORTFOLIO. . . . . . . . . . . . . . . . . . . . . .26
Investment Objective and Policies . . . . . . . . . . . . . . . . . . .26

DFA/AEW REAL ESTATE SECURITIES PORTFOLIO . . . . . . . . . . . . . . . . . .28
Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . .28
Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . .28
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . .29

VALUE PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
Portfolio Characteristics and Policies. . . . . . . . . . . . . . . . .29
Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . .30
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . . .30

RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET
PORTFOLIO. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Investment Objective and Policies . . . . . . . . . . . . . . . . . . .31

DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO. . . . . . . . . . . . . . . . .32
Investment Objective and Policies . . . . . . . . . . . . . . . . . . .32

EMERGING MARKETS PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . .34
Investment Objective and Policies . . . . . . . . . . . . . . . . . . .34
Portfolio Structure . . . . . . . . . . . . . . . . . . . . . . . . . .35

SECURITIES LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES -
FIXED INCOME PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . . . . .36
DFA One-Year Fixed Income Portfolio . . . . . . . . . . . . . . . . . .36
DFA Two-Year Corporate Fixed Income Portfolio . . . . . . . . . . . . .36
DFA Two-Year Global Fixed Income Portfolio. . . . . . . . . . . . . . .36
DFA Global Fixed Income Portfolio . . . . . . . . . . . . . . . . . . .37
DFA Two-Year Government Portfolio . . . . . . . . . . . . . . . . . . .37
DFA Five-Year Government Portfolio. . . . . . . . . . . . . . . . . . .37
DFA Intermediate Government Fixed Income Portfolio. . . . . . . . . . .38
Description of Investments. . . . . . . . . . . . . . . . . . . . . . .38
Investments in the Banking Industry . . . . . . . . . . . . . . . . . .39
Portfolio Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . .40

RISK FACTORS - ALL PORTFOLIOS. . . . . . . . . . . . . . . . . . . . . . . .41
Small Company Securities. . . . . . . . . . . . . . . . . . . . . . . .41
Foreign Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .41
Investing in Emerging Markets . . . . . . . . . . . . . . . . . . . . .41
Foreign Currencies and Related Transactions . . . . . . . . . . . . . .42
Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
Portfolio Strategies. . . . . . . . . . . . . . . . . . . . . . . . . .43
Futures Contracts and Options on Futures. . . . . . . . . . . . . . . .43
Options on Stock Indices. . . . . . . . . . . . . . . . . . . . . . . .43
Swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44
Banking Industry and Real Estate Concentrations . . . . . . . . . . . .45
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . .45

MANAGEMENT OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . .45
Investment Services - United Kingdom and Continental Small
Company Portfolios. . . . . . . . . . . . . . . . . . . . . . . . . .47
Investment Services - Japanese and Pacific Rim
Small Company Portfolios. . . . . . . . . . . . . . . . . . . . . . .47
Investment Services - DFA/AEW Real Estate Securities Portfolio. . . . .48
Administrative Services - The Feeder Portfolios . . . . . . . . . . . .48
Client Service Agent - RWB/DFA International High Book to Market
Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
Directors and Officers. . . . . . . . . . . . . . . . . . . . . . . . .49

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES . . . . . . . . . . . . . .49

PURCHASE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
In Kind Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . .51

VALUATION OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .52
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . .53

DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54

EXCHANGE OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54

REDEMPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . .55

GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .55

<PAGE>

HIGHLIGHTS

PAGE
THE FUND

This prospectus relates to twenty-two separate Portfolios of the Fund.
Each Portfolio, in effect, represents a separate mutual fund with its own
investment objective and policies. The investment objective of each Portfolio
is a fundamental policy and may not be changed without the affirmative vote of a
majority of its outstanding securities. Investors may choose to invest in one
or more of the Portfolios. Proceeds from the sale of shares of a Portfolio will
be invested in accordance with that Portfolio's investment objective and
policies. A shareholder will be entitled to a pro rata share of all dividends
and distributions arising from the assets of the Portfolio in which he invests.
Upon redeeming shares a shareholder will receive the current net asset value per
share of the Portfolio represented by the redeemed shares.

INVESTMENT OBJECTIVES - SMALL COMPANY PORTFOLIOS 20

The investment objective of each of these Portfolios: U.S. 9-10 Small
Company Portfolio, U.S. 6-10 Small Company Portfolio, Japanese Small Company
Portfolio, United Kingdom Small Company Portfolio, Continental Small Company
Portfolio and Pacific Rim Small Company Portfolio (the "Small Company
Portfolios") is to achieve long-term capital appreciation by investing in
marketable stocks of small companies. The size of a company will be measured by
its relative market capitalization. Each of these Portfolios (U.S. 6-10 Small
Company Portfolio indirectly through ownership of the corresponding Trust
Series) will be structured by generally basing the amount of each security
purchased on the issuer's relative market capitalization, applied on a basis of
descending values, with a view to achieving a reasonable reflection of the
relative market capitalizations of its portfolio companies. (See "PORTFOLIO
CHARACTERISTICS AND POLICIES - THE SMALL COMPANY PORTFOLIOS.")

INVESTMENT OBJECTIVE - U.S. LARGE COMPANY PORTFOLIO 24

The investment objective of U.S. Large Company Portfolio is to approximate
the investment performance of the S&P 500 Index. The Portfolio invests all of
its assets in U.S. Large Company Series of the Trust, which in turn invests in
the stocks which comprise the S&P 500 Index in approximately the same
proportions as they are represented in the S&P 500 Index.

INVESTMENT OBJECTIVE - ENHANCED U.S. LARGE COMPANY PORTFOLIO 25

The investment objective of the Enhanced U.S. Large Company Portfolio is to
achieve a total return which exceeds the total return performance of the S&P 500
Index. The Portfolio will invest all of its assets in the Enhanced U.S. Large
Company Series of the Trust, which is expected to commence operations in
February, 1996. The Series may invest in all of the stocks represented in the
S&P 500 Index, options on stock indices, stock index futures and options
thereon, swap agreements on stock indices, shares of investment companies that
invest in stock indices and short-term fixed income obligations.

INVESTMENT OBJECTIVE - LARGE CAP INTERNATIONAL PORTFOLIO 26

The investment objective of Large Cap International Portfolio is to achieve
long-term capital appreciation. The Portfolio will invest in a market-weighted
portfolio of the stocks of large non-U.S. companies.

INVESTMENT OBJECTIVE - DFA/AEW REAL ESTATE SECURITIES PORTFOLIO 28

The investment objective of DFA/AEW Real Estate Securities Portfolio is to
achieve long-term capital appreciation. The Portfolio will invest in readily
marketable equity securities of companies whose principal business is in the
real estate industry.

1
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INVESTMENT OBJECTIVES - VALUE PORTFOLIOS 29

The investment objective of both U.S. Large Cap Value Portfolio and U.S.
Small Cap Value Portfolio (collectively the "Value Portfolios") is to achieve
long-term capital appreciation. U.S. Large Cap Value Portfolio and U.S. Small
Cap Value Portfolio will invest all of their assets in U.S. Large Cap Value
Series and U.S. Small Cap Value Series (collectively the "Value Series") of the
Trust, respectively, which in turn will invest in common stocks of U.S.
companies that have a high book value in relation to their market value.

INVESTMENT OBJECTIVE - RWB/DFA INTERNATIONAL HIGH BOOK TO
MARKET PORTFOLIO 31

The investment objective of the RWB/DFA International High Book to Market
Portfolio is to achieve long-term capital appreciation. The Portfolio will
invest all of its assets in The DFA International Value Series of the Trust,
which in turn will invest in the stocks of large non-U.S. companies that have a
high book value in relation to their market value.

INVESTMENT OBJECTIVE - DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO 32

The investment objective of the Portfolio is to achieve long-term capital
appreciation. The Portfolio will invest in the stocks of small non-U.S.
companies that have a high book value in relation to their market value.

INVESTMENT OBJECTIVE - EMERGING MARKETS PORTFOLIO 34

The investment objective of the Emerging Markets Portfolio is to achieve
long-term capital appreciation. The Portfolio will invest all of its assets in
the Emerging Market Series of the Trust, which in turn invests in the equity
securities of companies in emerging markets.

INVESTMENT OBJECTIVES - FIXED INCOME PORTFOLIOS 36

The investment objective of DFA One-Year Fixed Income Portfolio is to
achieve stable real value of capital with a minimum of risk. The Portfolio
invests all of its assets in DFA One-Year Fixed Income Series of the Trust.
Generally, the Series will acquire high quality obligations which mature within
one year from the date of settlement; however, when greater returns are
available substantial investments may be made in securities maturing within two
years from the date of settlement as well. In addition, the Series intends to
concentrate investments in the banking industry under certain circumstances.
(See "INVESTMENT OBJECTIVES AND POLICIES - THE FIXED INCOME PORTFOLIOS" and
"Investments in the Banking Industry.")

The investment objective of DFA Two-Year Corporate Fixed Income Portfolio
is to maximize total returns consistent with the preservation of capital. The
Portfolio will invest all of its assets in DFA Two-Year Corporate Fixed Income
Series of the Trust, which is expected to commence operations in February, 1996.
Generally, the Series will acquire high quality obligations which mature within
two years from the date of settlement. In addition, the Series intends to
concentrate investments in the banking industry under certain circumstances.
(See "INVESTMENT OBJECTIVES AND POLICIES - THE FIXED INCOME PORTFOLIOS" and
"Investments in the Banking Industry.")

The investment objective of DFA Two-Year Global Fixed Income Portfolio is
to maximize total returns consistent with preservation of capital. The
Portfolio will invest all of its assets in DFA Two-Year Global Fixed Income
Series of the Trust, which is expected to commence operations in February, 1996.
The Series will invest in obligations issued or guaranteed by the U.S. and
foreign governments, their agencies and instrumentalities, corporate debt
obligations, bank obligations, commercial paper, and obligations of other
foreign issuers and supranational organizations which mature within two years
from the date of settlement. In addition, the Series intends to concentrate
investments in the banking industry under certain circumstances. (See
"INVESTMENT OBJECTIVES AND POLICIES - THE FIXED INCOME PORTFOLIOS" and
"Investments in the Banking Industry.")

The investment objective of DFA Two-Year Government Portfolio is to
maximize total returns available from the universe of debt obligations of the
U.S. Government and U.S. Government agencies and consistent with preservation of
capital. The Portfolio will invest all of its assets in DFA Two-Year Government
Series of the Trust, which is expected to commence operations in February, 1996.
Generally, the Series will acquire U.S. Government obligations

2
<PAGE>

and U.S. Government agency obligations that mature within two years from the
date of settlement and repurchase agreements.

The investment objective of DFA Five-Year Government Portfolio is to
maximize total returns available from the universe of high quality debt
obligations. The Portfolio will invest only in obligations of the U.S.
Government and U.S. Government agencies which mature within five years from the
date of settlement and repurchase agreements.

The investment objective of DFA Intermediate Government Fixed Income
Portfolio is to earn current income consistent with preservation of capital.
The Portfolio will invest in non-callable obligations of the U.S. Government and
U.S. Government agencies, AAA-rated dollar-denominated obligations of foreign
governments and supranational organizations, and futures contracts on U.S.
Treasury securities.

RISK FACTORS 41

Japanese Small Company Portfolio, United Kingdom Small Company Portfolio,
Continental Small Company Portfolio, Pacific Rim Small Company Portfolio, Large
Cap International Portfolio, the DFA International Small Cap Value Portfolio,
the RWB/DFA International High Book to Market Portfolio, the Emerging Markets
Portfolio (the last two Portfolios indirectly through their investment in the
corresponding Series of the Trust) (collectively, the "International Equity
Portfolios"), DFA Two-Year Global Fixed Income Portfolio (indirectly through its
investment in DFA Two-Year Global Fixed Income Series) and DFA Global Fixed
Income Portfolio invest in foreign securities which are traded abroad.

DFA One-Year Fixed Income Series, DFA Two-Year Corporate Fixed Income
Series and DFA Two-Year Global Fixed Income Series of the Trust, in which the
corresponding Feeder Portfolios invest, are authorized to invest in
dollar-denominated obligations of U.S. subsidiaries and branches of foreign
banks and dollar-denominated obligations of foreign issuers traded in the U.S.
The DFA One-Year Fixed Income Series, DFA Two-Year Corporate Fixed Income Series
and DFA Two-Year Global Fixed Income Series also are authorized to concentrate
investments in the banking industry in certain circumstances. DFA/AEW Real
Estate Securities Portfolio will concentrate its investments in the real estate
industry.

DFA Intermediate Government Fixed Income Portfolio may invest in futures
contracts on obligations of the U.S. Government. Large Cap International
Portfolio, the RWB/DFA International High Book to Market Portfolio and DFA/AEW
Real Estate Securities Portfolio may invest in stock index futures contracts and
options thereon and the U.S. Large Company, the Value and Enhanced U.S. Large
Company Series of the Trust, in which the corresponding Portfolios invest, also
may purchase and sell index futures and options thereon. The Enhanced U.S.
Large Company Series and its corresponding Feeder Portfolio also may invest in
options on stock indices and swap agreements on stock indices.

All of the Portfolios are authorized to invest in repurchase agreements.
All of the above described policies involve certain risks. The policy of the
Feeder Portfolios to invest in the shares of corresponding Series of the Trust
also involves certain risks. (See "RISK FACTORS - ALL PORTFOLIOS" and "THE
FEEDER PORTFOLIOS.")

MANAGEMENT AND ADMINISTRATIVE SERVICES 45

Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to each of the Portfolios, except the Feeder Portfolios, and to each Series of
the Trust. Dimensional Fund Advisors Ltd. serves as sub-advisor of United
Kingdom and Continental Small Company Portfolios. DFA Australia Pty Limited
serves as sub-advisor of Japanese and Pacific Rim Small Company Portfolios.
Aldrich, Eastman & Waltch L.P. ("AEW") serves as sub-advisor of DFA/AEW Real
Estate Securities Portfolio. The Advisor provides each Feeder Portfolio with
certain administrative services. Reinhardt Werba Bowen Advisory Services serves
as client service agent to the RWB/DFA International High Book to Market
Portfolio. (See "MANAGEMENT OF THE FUND.")

3
<PAGE>

DIVIDEND POLICY 49

The Domestic and International Equity Portfolios, except for U.S. Large
Company, Enhanced U.S. Large Company and U.S. Large Cap Value Portfolios, each
distribute substantially all of their own net investment income in November and
December of each year. U.S. Large Company, Enhanced U.S. Large Company, U.S.
Large Cap Value, DFA Two-Year Corporate Fixed Income, DFA Two-Year Government,
DFA Intermediate Government Fixed Income, DFA Two-Year Global Fixed Income and
DFA Global Fixed Income Portfolios distribute dividends from their net
investment income quarterly. DFA One-Year Fixed Income Portfolio distributes
dividends from its net investment income monthly. DFA Five-Year Government
Portfolio distributes dividends from net investment income semi-annually. The
Portfolios will make any distributions from realized net capital gains on an
annual basis. (See "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

PURCHASE, VALUATION AND REDEMPTION OF SHARES 51

Shares of the International Equity Portfolios, except United Kingdom Small
Company Portfolio, Large Cap International Portfolio and the RWB/DFA
International High Book to Market Portfolio, may be purchased at a public
offering price, which is equal to the net asset value of their shares, plus a
reimbursement fee, equal to 1% of such value of the shares of Continental and
Pacific Rim Small Company Portfolios; 0.50% of the net asset value of the shares
of Japanese Small Company Portfolio and Emerging Markets Portfolio; and 0.70% of
the net asset value of the shares of DFA International Small Cap Value
Portfolio. The reimbursement fee is paid to the Portfolio whose shares are
purchased and used to defray the costs associated with investment of the
proceeds from the sale of its shares. The shares of the remaining Portfolios
are sold at net asset value. The redemption price of the shares of all of the
Portfolios is equal to the net asset value of their shares.

The value of the shares issued by a Feeder Portfolio will fluctuate in
relation to the investment experience of its corresponding Series. The value of
the shares issued by all other Portfolios will fluctuate in relation to their
own investment experience. Unlike money market funds, the shares of DFA
One-Year Fixed Income Portfolio will tend to reflect fluctuations in interest
rates because the corresponding Series of the Trust in which the Portfolio
invests does not seek to stabilize the price of its shares by use of the
"amortized cost" method of securities valuation. (See "PURCHASE OF SHARES,"
"VALUATION OF SHARES" and "REDEMPTION OF SHARES.")

4
<PAGE>

SHAREHOLDER TRANSACTION EXPENSES

Reimbursement Fees (as percentage of original purchase price)(1)
Japanese Small Company Portfolio 0.50%
Continental Small Company Portfolio 1.00%
Pacific Rim Small Company Portfolio 1.00%
Emerging Markets Portfolio 0.50%
DFA International Small Cap Value Portfolio 0.70%

- -------------------------------------
(1) Reimbursement fees are charged to purchasers of shares and paid to these
Portfolios. They serve to offset costs incurred by a Portfolio when investing
the proceeds from the sale of its shares, and therefore stabilize the return of
the Portfolio for all existing shareholders. (See "VALUATION OF SHARES - Public
Offering Price" for a more complete description of reimbursement fees.)

With the exception of the Emerging Markets, DFA International Small Cap
Value, Enhanced U.S. Large Company, DFA Two-Year Corporate Fixed Income, DFA
Two-Year Global Fixed Income and Two-Year Government Portfolios, the expenses in
the expense table below are based on those incurred by the Portfolios and Series
for the fiscal year ended November 30, 1994.

ANNUAL FUND OPERATING EXPENSES MANAGEMENT ADMINISTRATION OTHER TOTAL OPERATING
(AS A PERCENTAGE OF AVERAGE NET ASSETS) FEE FEE EXPENSES EXPENSES
---------- -------------- -------- ---------------
<S> <C> <C> <C> <C>

U.S. 9-10 Small Company 0.50% 0.15% 0.65%

U.S. 6-10 Small Company(*) 0.03% 0.32% 0.18% 0.53%

U.S. Large Company(*) 0.025% 0.215% 0.00% 0.24%

Enhanced U.S. Large Company(*) 0.05% 0.15% 0.52% 0.72%

U.S. Small Cap Value(*) 0.20% 0.30% 0.16% 0.66%

U.S. Large Cap Value(*) 0.10% 0.15% 0.19% 0.44%

DFA/AEW Real Estate Securities 0.50% 0.40% 0.90%

Japanese Small Company 0.50% 0.26% 0.76%

Pacific Rim Small Company 0.50% 0.45% 0.95%

United Kingdom Small Company 0.50% 0.24% 0.74%

Emerging Markets(*) 0.10% 0.40% 0.75% 1.25%

Continental Small Company 0.50% 0.27% 0.77%

Large Cap International 0.25% 0.41% 0.66%

</TABLE>

- ---------------
(*) Feeder Portfolio.

5
<PAGE>

MANAGEMENT ADMINISTRATION OTHER TOTAL OPERATING
FEE FEE EXPENSES EXPENSES
---------- -------------- -------- ---------------
<S> <C> <C> <C> <C>

RWB/DFA International High Book to Market(*) 0.17% 0.19% 0.33% 0.69%

DFA International Small Cap Value 0.65% 0.39% 1.04%

DFA One-Year Fixed Income(*) 0.05% 0.10% 0.06% 0.21%

DFA Two-Year Corporate Fixed Income(*) 0.15% 0.05% 0.35% 0.55%

DFA Two-Year Global Fixed Income(*) 0.05% 0.10% 0.30% 0.45%

DFA Two-Year Government(*) 0.15% 0.05% 0.39% 0.59%

DFA Five-Year Government 0.20% 0.11% 0.31%

DFA Global Fixed Income 0.25% 0.24% 0.49%

DFA Intermediate Government Fixed Income 0.15% 0.14% 0.29%

</TABLE>

- ---------------

(*) Feeder Portfolio.

EXAMPLE

You would pay the following transaction and annual operating expenses on a
$1,000 investment in each Portfolio, assuming a 5% annual return over each of
the following time periods and redemption at the end of each time period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>

U.S. 9-10 Small Company $ 7 $ 21 $ 36 $ 81

U.S. 6-10 Small Company 5 17 30 66

U.S. Large Company 2 8 14 31

Enhanced U.S. Large Company 7 23 n/a n/a

U.S. Small Cap Value 7 21 37 82

U.S. Large Cap Value 5 14 25 55

DFA/AEW Real Estate Securities 9 29 50 111

Japanese Small Company 13 29 47 99

Pacific Rim Small Company 20 40 62 125

United Kingdom Small Company 8 24 41 92

Emerging Markets 18 44 n/a n/a

Continental Small Company 18 34 52 104

6
<PAGE>

1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>

Large Cap International 7 21 37 82

RWB/DFA International High Book to Market 7 22 38 86

DFA International Small Cap Value 18 40 n/a n/a

DFA One-Year Fixed Income 2 7 12 27

DFA Two-Year Corporate Fixed Income 6 18 n/a n/a

DFA Two-Year Global Fixed Income 5 14 n/a n/a

DFA Two-Year Government 6 19 n/a n/a

DFA Five-Year Government 3 10 17 39

DFA Global Fixed Income 5 16 27 62

DFA Intermediate Government Fixed Income 3 9 16 37

</TABLE>

The purpose of the above expense table and Example is to assist investors
in understanding the various costs and expenses that an investor in the
Portfolios will bear directly or indirectly. THE EXAMPLE SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE
GREATER OR LESSER THAN THOSE SHOWN.

With respect to the Feeder Portfolios, the table summarizes the aggregate
estimated annual operating expenses of both the Portfolios and the corresponding
Trust Series. (See "MANAGEMENT OF THE FUND" for a description of Portfolio and
Series expenses.) The Board of Directors of the Fund has considered whether
such expenses will be more or less than they would have been if the Feeder
Portfolios were to have invested directly in the securities held by the Trust
Series. The aggregate amount of expenses for a Feeder Portfolio and the
corresponding Trust Series may be greater than it would have been if the
Portfolio were to invest directly in the securities held by the corresponding
Trust Series. However, the total expense ratios for the Feeder Portfolios and
the Trust Series are expected to be less over time than such ratios would have
been if the Portfolios had continued to invest directly in the underlying
securities. This is because this arrangement enables various institutional
investors, including the Feeder Portfolios, to pool their assets, which may be
expected to result in economies by spreading certain fixed costs over a larger
asset base. Each shareholder in a Trust Series, including a Feeder Portfolio,
will pay its proportionate share of the expenses of that Trust Series.

The Emerging Markets, Enhanced U.S. Large Company, DFA Two-Year Corporate
Fixed Income, DFA Two-Year Global Fixed Income and DFA Two-Year Government (and
their corresponding Trust Series) and DFA International Small Cap Value
Portfolios are new and, therefore, the expenses of those Portfolios and Series
included in the table are the estimated annualized expenses that are expected to
be incurred through the fiscal year ending November 30, 1995 except, with
respect to Enhanced U.S. Large Company, DFA Two-Year Corporate Fixed Income, DFA
Two-Year Global Fixed Income and DFA Two-Year Government Portfolios and their
corresponding Trust Series, the expenses are those expected for the fiscal year
ending November 30, 1996; and the above example is based on estimated expenses
for the current and next two fiscal years and does not extend those estimates
over five and ten-year periods.

During the fiscal years ended November 30, 1994 and 1995, the Advisor
agreed to bear all of the ordinary operating expenses of U.S. Large Company
Portfolio and its corresponding Series, except the investment advisory fee of
the Series and the administration fee of the Portfolio. Such expenses were not
subject to reimbursement by the Series and the Portfolio. Absent this
arrangement, the annualized ratio of expenses to average net assets for U.S.
Large Company Portfolio for the fiscal year ended November 30, 1994 would have
been .66%. As of December 1, 1995, pursuant to the terms of the current
administration agreement with respect to the U.S. Large Company Portfolio, the
Advisor agreed to waive its fees and/or assume the expenses of the Portfolio to
the extent (1) necessary to pay

7
<PAGE>

operating expenses of the Portfolio (except the administration fee);
and (2) that the indirect expenses the Portfolio bears as a shareholder of
the Series, on an annual basis, exceed 0.025% of the Portfolio's average net
assets. Beginning December 1, 1993, the Advisor agreed to waive its fee under
the Investment Management Agreement with respect to the DFA International Value
Series to the extent necessary to keep the cumulative annual expenses of the
Series to not more than 0.45% of average net assets of the Series on an
annualized basis. Through February 15, 1994, the Advisor waived its fee under
the Investment Management Agreement with respect to the RWB/DFA International
High Book to Market Portfolio to the extent necessary to keep the cumulative
annual expenses of the Portfolio to not more than 0.65% of average net assets of
the Portfolio on an annualized basis. Absent the waivers, the annualized ratio
of expenses to average net assets for the RWB/DFA International High Book to
Market Portfolio for the fiscal year ended November 30, 1994 would have been
0.73%.

For the year ended November 30, 1994, Japanese Small Company Portfolio received
net revenue from a securities lending program which equalled $800,000, which was
.27% of average daily net assets of the Portfolio. The other International
Equity Portfolios also implemented lending programs during the year. The income
generated in the other portfolios for the fiscal year ended November 30, 1994 is
not representative of the income that would be earned over a full year because
of seasonality of the foreign securities markets.

CONDENSED FINANCIAL INFORMATION

The following financial highlights are part of the financial statements of
each Portfolio of the Fund. The information for each of the past fiscal years
has been audited by independent auditors; information for the periods ended May
31, 1995 is unaudited. The data should be read in conjunction with the
financial statements, related notes, and the report of the independent auditors
covering such financial information and financial highlights, all of which are
incorporated by reference into the Statement of Additional Information. Further
information about a Portfolio's performance is contained in the Fund's Annual
Report to shareholders. A copy of the Annual Report (including the report of
the independent auditors) may be obtained from the Fund upon request at no
charge.

8
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE U.S. 9-10 SMALL COMPANY PORTFOLIO
-------------------------------------------------------------------------------------
Six Months Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
May 31, Nov. 30 Nov. 30 Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991 1990
(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $8.49 $ 8.69 $7.75 $6.33 $5.34 $7.74
----- ------ ----- ----- ----- -----
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.02 0.01 0.03 0.04 0.04 0.07
Net Gains (Losses) on
Securities (Realized
and Unrealized) 1.17 0.40 1.67 1.53 1.64 (1.77)
----- ------ ----- ----- ----- -----
Total From Investment
Operations 1.19 0.41 1.70 1.57 1.68 (1.70)
- -----------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income - (0.03) (0.05) (0.05) (0.07) (0.08)
Net Realized Gains - (0.58) (0.71) (0.10) (0.62) (0.62)
----- ------ ----- ----- ----- -----
Total Distributions - (0.61) (0.76) (0.15) (0.69) (0.70)
- -----------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Period $9.68 $ 8.49 $8.69 $7.75 $6.33 $5.34
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total Return 14.04%# 5.06% 23.91% 25.24% 39.08% (24.09)%
- -----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (thousands) $792,806 $659,221 $630,918 $651,313 $722,289 $561,102
Ratio of Expenses to
Average Net Assets 0.65%* 0.65% 0.70% 0.68% 0.64% 0.62%
Ratio of Net Investment
Income to Average
Net Assets 0.32%* 0.16% 0.26% 0.53% 0.75% 0.99%
Portfolio Turnover Rate 23.68%* 16.56% 9.87% 9.72% 10.13% 3.79%
- -----------------------------------------------------------------------------------------------------------------------------

THE U.S. 9-10 SMALL COMPANY PORTFOLIO
----------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
Nov. 30 Nov. 30 Nov. 30 Nov. 30 Nov. 30
1989 1988 1987 1986 1985
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $7.66 $7.50 $8.94 $8.88 $7.69
----- ----- ----- ----- -----
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.07 0.10 0.09 0.12 0.12
Net Gains (Losses) on
Securities (Realized
and Unrealized) 0.98 1.48 (1.53) 1.15 1.40
----- ----- ----- ----- -----
Total From Investment
Operations 1.05 1.58 (1.44) 1.27 1.52
- --------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.09) (0.11) - (0.23) (0.12)
Net Realized Gains (0.88) (1.31) - (0.98) (0.21)
----- ----- ----- ----- -----
Total Distributions (0.97) (1.42) - (1.21) (0.33)
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of Period $7.74 $7.66 $7.50 $8.94 $8.88
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Total Return 16.09% 24.36% (16.04)% 14.88% 20.85%

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (thousands) $949,291 $912,518 $788,821 $952,580 $768,863
Ratio of Expenses to
Average Net Assets 0.62% 0.62% 0.61% 0.62% 0.67%
Ratio of Net Investment
Income to Average
Net Assets 0.86% 1.19% 0.92% 1.14% 1.53%
Portfolio Turnover Rate 7.86% 25.98% 23.05% 14.19% 9.64%
- --------------------------------------------------------------------------------------------------------------

</TABLE>

(Adjusted to reflect a 1,900% Stock Dividend as of November 28, 1986)

* Annualized
# Non-Annualized

9
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE U.S. 6-10 SMALL COMPANY PORTFOLIO
-------------------------------------------------------
Six Months Year Year March 20
Ended Ended Ended to
May 31, Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992
(Unaudited)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $11.08 $11.43 $10.35 $10.00
------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income - 0.27 0.25 0.04
Net Gains (Losses) on
Securities (Realized
and Unrealized) 1.31 (0.25) 1.26 0.31
------ ------ ------ ------
Total From Investment
Operations 1.31 0.02 1.51 0.35
- -----------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
Net Investment Income (0.02) (0.27) (0.28) -
Net Realized Gains (0.94) (0.10) (0.15) -
------ ------ ------ ------
Total Distributions (0.96) (0.37) (0.43) -
- -----------------------------------------------------------------------------------------------
Net Asset Value, End of
Period $11.43 $11.08 $11.43 $10.35
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------

Total Return 12.92%# 0.22% 14.72% 6.70%#
- -----------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (thousands) $155,938 $112,137 $136,863 $134,418
Ratio of Expenses to
Average Net Assets** 0.51%* 0.53% 0.58% 0.48%*
Ratio of Net Investment
Income to Average
Net Assets (0.10%)* 2.16% 2.07% 0.96%*
Portfolio Turnover Rate N/A*** N/A*** 1.81%*(b) 3.41%*
- -----------------------------------------------------------------------------------------------

THE U.S. LARGE COMPANY PORTFOLIO
----------------------------------------------------------------------
Six Months Year Year Year Dec. 31,
Ended Ended Ended Ended 1990 to
May 31, Nov. 30 Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991
(Unaudited)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $13.58 $13.91 $13.12 $11.44 $10.00
------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.08 0.37 0.36 0.36 0.34
Net Gains (Losses) on
Securities (Realized
and Unrealized) 2.49 (0.22) 0.87 1.69 1.34
------ ------ ------ ------ ------
Total From Investment
Operations 2.57 0.15 1.23 2.05 1.68
- --------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.09) (0.37) (0.44) ( 0.37) ( 0.24)
Net Realized Gains - (0.11) - - -
------ ------ ------ ------ ------
Total Distributions (0.96) (0.48) (0.44) (0.37) (0.24)
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $16.06 $13.58 $13.91 $13.12 $11.44
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Total Return 19.05%# 1.04% 9.48% 18.23% 16.80%#
- --------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (thousands) $77,783 $48,638 $37,830 $34,908 $22,279
Ratio of Expenses to
Average Net Assets** 0.24%*(a) 0.24%(a) 0.24%(a) 0.11%(a) 0.00%*(a)
Ratio of Net Investment
Income to Average
Net Assets 1.10%*(a) 2.75%(a) 2.48%(a) 2.86%(a) 3.42%*(a)
Portfolio Turnover Rate N/A*** N/A*** 27.67%*(b) 3.56% 0.97%*
- --------------------------------------------------------------------------------------------------------------

</TABLE>

* Annualized
** Represents the combined ratio for the respective portfolio and its
respective pro-rata share of its Master Fund Series for the year ended
November 30, 1993 and subsequent periods.
*** Refer to the respective Master Fund Series.
# Non-annualized
(a) Had certain waivers and reimbursements not been in effect, the ratios of
expenses to average net assets for the periods ended May 31, 1995 and
November 30, 1994, 1993,1992 and 1991 would have been 0.51%, 0.66%, 0.79%,
0.53% and 0.52%, respectively, and the ratios of net investment income to
average net assets for the periods May 31, 1995 and November 30,
1994,1993,1992, and 1991 would have been 1.03%, 2.64%, 2.28%, 2.44% and
2.90%, respectively.
(b) Portfolio turnover calculated for the period December 1, 1992 to February
2, 1993 and December 1, 1992 to February 7, 1993, respectively (through
date of Exchange transaction, see respective Master Fund Series for rate
subsequent to Exchange transaction).

10
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE U.S. SMALL CAP THE U.S. LARGE CAP
VALUE PORTFOLIO VALUE PORTFOLIO
---------------------------------------- ---------------------------------------
Six Months Year March 2 Six Months Year Feb. 19
Ended Ended to Ended Ended to
May 31, Nov.30, Nov. 30, May 31, Nov. 30, Nov. 30,
1995 1994 1993 1995 1994 1993
(Unaudited) (Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $11.13 $11.04 $10.00 $9.91 $10.60 $10.00
------ ------ ------ ----- ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income - 0.14 0.11 0.08 0.32 0.18
Net Gains (Losses) on
Securities (Realized
and Unrealized) 1.54 0.10 1.03 2.00 (0.68) 0.59
------ ------ ------ ----- ------ ------
Total From Investment
Operations 1.54 0.24 1.14 2.08 (0.36) 0.77
- -----------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment
Income (0.02) (0.15) (0.10) (0.08) (0.33) (0.17)
Tax Return of Capital - - - - - -
------ ------ ------ ----- ------ ------
Total Distributions (0.02) (0.15) (0.10) (0.08) (0.33) (0.17)
- -----------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $12.65 $11.13 $11.04 $11.91 $9.91 $10.60
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total Return 13.73%# 2.19% 11.39%# 20.97%# (3.27)% 7.59%#
- -----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (thousands) $486,799 $344,148 $95,682 $211,116 $197,566 $90,288
Ratio of Expenses to
Average Net Assets** 0.64%* 0.66% 0.70%* 0.42%* 0.44% 0.47%*
Ratio of Net Investment
Income to Average
Net Assets (0.05)%* 1.69% 1.97%* 1.33%* 3.50% 3.38%*
Portfolio Turnover Rate N/A*** N/A*** N/A*** N/A*** N/A*** N/A***
- -----------------------------------------------------------------------------------------------------------------------------

THE DFA/AEW REAL
ESTATE SECURITIES
PORTFOLIO
----------------------------------------
Six Months Year Jan. 5
Ended Ended to
May 31, Nov. 30, Nov. 30,
1995 1994 1993
(Unaudited)

- --------------------------------------------------------------------------------
<S> <C> <C> <C>

Net Asset Value,
Beginning of Period $9.28 $10.92 $10.00
----- ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment
Income 0.33 0.37 0.20
Net Gains (Losses) on
Securities (Realized
and Unrealized) 0.60 (1.65) 0.91
----- ------ ------
Total From Investment
Operations 0.93 (1.28) 1.11
- --------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment
Income (0.09) (0.28) (0.19)
Tax Return of Capital - (0.08) -
----- ------ ------
Total Distributions (0.09) (0.36) (0.19)
- --------------------------------------------------------------------------------

Net Asset Value, End of
Period $10.12 $9.28 $10.92
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Total Return 10.06%# (11.76)% 11.08%#
- --------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of
Period (thousands) $36,459 $30,456 $22,106
Ratio of Expenses to
Average Net Assets** 0.81%* 0.90% 0.88%*
Ratio of Net Investment
Income to Average
Net Assets 6.97%* 3.90% 2.63%*
Portfolio Turnover Rate 0.70%* 28.87% 0.55%*
- --------------------------------------------------------------------------------

</TABLE>

* Annualized
** Represents the respective combined ratio for The U.S. Small Cap Value
Portfolio, The U.S. Large Cap Value Portfolio and their pro-rata shares of
their respective Master Fund Series.
*** Refer to the respective Master Fund Series.
# Non-annualized

11
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE JAPANESE SMALL COMPANY PORTFOLIO
-------------------------------------------------------------------------------------
Six Months Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
May 31, Nov. 30 Nov. 30 Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991 1990
(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Net Asset Value, Beginning
of Period $25.06 $19.96 $18.92 $25.05 $26.27 $38.33
------ ------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss) 0.06 0.05 0.04 0.04 (0.01) (0.03)
Net Gains (Losses) on
Securities (Realized
and Unrealized) (2.19) 5.76 1.75 (5.69) 0.51 (10.74)
------ ------ ------ ------ ------ ------
Total From Investment
Operations (2.13) 5.81 1.79 (5.65) 0.50 (10.77)
- -----------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income - (0.04) (0.05) - - -
Net Realized Gains (0.58) (0.67) (0.70) (0.48) (1.72) (1.29)
------ ------ ------ ------ ------ ------
Total Distributions (0.58) (0.71) (0.75) (0.48) (1.72) (1.29)
- -----------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $22.35 $25.06 $19.96 $ 18.92 $ 25.05 $ 26.27
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total Return (8.74)%# 29.59% 9.52% (23.01)% 1.68% (29.12)%
- -----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $314,877 $330,674 $209,244 $139,892 $159,475 $149,100
Ratio of Expenses to
Average Net Assets 0.74%* 0.76% 0.82% 0.78% 0.78% 0.83%
Ratio of Net Investment
Income to Average Net
Assets 0.47%* 0.10% 0.06% 0.10% (0.11)% (0.22)%
Portfolio Turnover Rate 0.77%* 10.51% 9.36% 5.00% 2.71% 10.26%
- -----------------------------------------------------------------------------------------------------------------------------

THE JAPANESE SMALL COMPANY PORTFOLIO
------------------------------------------------------
Year Year Year Jan. 31
Ended Ended Ended to
Nov.30 Nov.30 Nov.30 Nov.30
1989 1988 1987 1986
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Net Asset Value, Beginning
of Period $31.03 $24.87 $14.39 $10.35
------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss) (0.09) (0.05) (0.01) 0.01
Net Gains (Losses) on
Securities (Realized
and Unrealized) 9.09 10.42 10.53 4.03
------ ------ ------ ------
Total From Investment
Operations 9.00 10.37 10.52 4.04
- -----------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income - - - -
Net Realized Gains (1.70) (4.21) (0.04) -
------ ------ ------ ------
Total Distributions (1.70) (4.21) (0.04) -
- -----------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $38.33 $31.03 $24.87 $14.39
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------

Total Return 30.63% 47.62% 73.09% 38.37%#
- -----------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $168,820 $107,863 $60,450 $45,683
Ratio of Expenses to
Average Net Assets 0.76% 0.76% 0.78% 0.79%*
Ratio of Net Investment
Income to Average Net
Assets (0.34)% (0.23)% (0.08)% 0.07%*
Portfolio Turnover Rate 5.76% 9.14% 0.07% 0.00%*
- -----------------------------------------------------------------------------------------------

</TABLE>

* Annualized
# Non-annualized

12
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE PACIFIC RIM SMALL
COMPANY PORTFOLIO
-----------------------------------------
Six Months Year Jan. 5
Ended Ended to
May 31, Nov. 30, Nov. 30,
1995 1994 1993
(Unaudited)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>

Net Asset Value, Beginning
of Period $15.98 $16.45 $10.00
------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.15 0.23 0.11
Net Gains (Losses) on
Securities (Realized
and Unrealized) (1.30) 0.47 6.46
------ ------ ------
Total From Investment
Operations (1.15) 0.70 6.57
- --------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.01) (0.23) (0.09)
Net Realized Gains (0.19) (0.94) (0.03)
------ ------ ------
Total Distributions (0.20) (1.17) (0.12)
- --------------------------------------------------------------------------------

Net Asset Value, End of
Period $14.63 $15.98 $16.45
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Total Return (7.28)%# 4.26% 65.71%#
- --------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $207,797 $212,953 $164,623
Ratio of Expenses to
Average Net Assets 0.85%* 0.95% 1.16%*
Ratio of Net Investment
Income to Average Net
Assets 2.01%* 1.47% 1.27%*
Portfolio Turnover Rate 4.27%* 26.05% 2.77%*
- --------------------------------------------------------------------------------

THE UNITED KINGDOM SMALL COMPANY PORTFOLIO
----------------------------------------------------------------------
Six Months Year Year Year Year
Ended Ended Ended Ended Ended
May 31, Nov. 30, Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991
(Unaudited)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Net Asset Value, Beginning
of Period $23.20 $21.22 $16.38 $21.37 $20.41
------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.32 0.48 0.45 0.64 0.69
Net Gains (Losses) on
Securities (Realized
and Unrealized) 1.42 2.03 5.34 (4.98) 1.71
------ ------ ------ ------ ------
Total From Investment
Operations 1.74 2.51 5.79 (4.34) 2.40
- --------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.02) (0.53) (0.95) (0.65) (0.90)
Net Realized Gains (0.02) - - - (0.54)
------ ------ ------ ------ ------
Total Distributions (0.04) (0.53) (0.95) (0.65) (1.44)
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $24.90 $23.20 $21.22 $16.38 $21.37
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Total Return 7.52%# 11.85% 36.42% (20.93)% 12.55%
- --------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $237,753 $214,113 $181,789 $121,086 $146,873
Ratio of Expenses to
Average Net Assets 0.73%* 0.74% 0.78% 0.76% 0.84%
Ratio of Net Investment
Income to Average Net
Assets 2.85%* 1.95% 2.22% 3.19% 3.44%
Portfolio Turnover Rate 2.77%* 10.75% 8.21% 4.41% 4.50%
- --------------------------------------------------------------------------------------------------------------

<CAPTION>
THE UNITED KINGDOM SMALL COMPANY PORTFOLIO
----------------------------------------------------------------------
Year Year Year Year Jan.31
Ended Ended Ended Ended to
Nov. 30 Nov. 30 Nov. 30 Nov. 30 Nov. 30
1990 1989 1988 1987 1986
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Net Asset Value, Beginning
of Period $22.55 $28.29 $23.41 $16.29 $14.03
------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.92 0.52 0.61 0.17 0.46
Net Gains (Losses) on
Securities (Realized
and Unrealized) (1.34) (4.75) 5.18 7.35 1.80
------ ------ ------ ------ ------
Total From Investment
Operations (0.42) (4.23) 5.79 7.52 2.26
- --------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.75) (0.54) (0.28) (0.36) -
Net Realized Gains (0.97) (0.97) (0.63) (0.04) -
------ ------ ------ ------ ------
Total Distributions (1.72) (1.51) (0.91) (0.40) -
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $20.41 $22.55 $28.29 $23.41 $16.29
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Total Return (2.22)% (15.40)% 23.66% 47.44% 13.19%#
- --------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $127,137 $119,385 $121,337 $82,197 $29,275
Ratio of Expenses to
Average Net Assets 0.83% 0.70% 0.71% 0.85% 0.76%*
Ratio of Net Investment
Income to Average Net
Assets 4.34% 2.24% 2.58% 1.92% 3.99%*
Portfolio Turnover Rate 10.86% 11.38% 12.55% 9.50% 11.81%*
- --------------------------------------------------------------------------------------------------------------

</TABLE>

* Annualized
# Non-annualized

13
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE THE
EMERGING MARKETS CONTINENTAL SMALL
PORTFOLIO COMPANY PORTFOLIO
------------------------- ----------------------------------------
Six Months April 25 Six Months Year Year
Ended to Ended Ended Ended
May 31, Nov. 30, May 31, Nov. 30, Nov. 30
1995 1994 1995 1994 1993
(Unaudited) (Unaudited)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $11.30 $10.00 $14.63 $12.62 $11.39
------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss) 0.06 (0.02) 0.12 0.18 0.23
Net Gains (Losses) on
Securities (Realized
and Unrealized) (0.29) 1.32 0.86 2.10 1.46
------ ------ ------ ------ ------
Total From Investment
Operations (0.23) 1.30 0.98 2.28 1.69
- --------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income - - - (0.19) (0.44)
Net Realized Gains - - - (0.07) (0.02)
Tax Return of Capital - - - (0.01) -
------ ------ ------ ------ ------
Total Distributions - - - (0.27) (0.46)
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $11.07 $11.30 $15.61 $14.63 $12.62
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Total Return (2.04)%# 13.00%# 6.70%# 18.19% 15.27%
- --------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $30,254 $15,731 $376,081 $340,992 $266,175
Ratio of Expenses to
Average Net Assets 1.98%*+(a) 2.43%*+(a) 0.76%* 0.77% 0.83%
Ratio of Net Investment
Income to Average Net
Assets 1.39%*(a) (0.44)%*(a) 1.51%* 1.21% 1.61%
Portfolio Turnover Rate N/A*** N/A*** 6.72%* 10.22% 8.99%
- --------------------------------------------------------------------------------------------------------------

THE CONTINENTAL SMALL COMPANY PORTFOLIO
---------------------------------------------------------------------
Year Year Year Year April 15
Ended Ended Ended Ended to
Nov.30 Nov. 30 Nov. 30 Nov. 30 Nov. 30
1992 1991 1990 1989 1988
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $14.18 $16.24 $16.15 $12.02 $10.00
------ ------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss) 0.28 0.27 0.25 0.12 0.17
Net Gains (Losses) on
Securities (Realized
and Unrealized) (2.11) (1.66) 0.31 4.10 1.85
------ ------ ------ ------ ------
Total From Investment
Operations (1.83) (1.39) 0.56 4.22 2.02
- --------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.26) (0.29) (0.20) (0.09) -
Net Realized Gains (0.70) (0.38) (0.27) - -
Tax Return of Capital - - - - -
------ ------ ------ ------ ------
Total Distributions (0.96) (0.67) (0.47) (0.09) -
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $11.39 $14.18 $16.24 $16.15 $12.02
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Total Return (13.85)% (9.11)% 3.50% 35.62% 20.01%#
- --------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $196.845 $214,054 $245,465 $199,065 $78,689
Ratio of Expenses to
Average Net Assets 0.90% 0.86% 0.89% 0.82% 1.05%*
Ratio of Net Investment
Income to Average Net
Assets 2.11% 1.68% 1.63% 1.41% 3.27%*
Portfolio Turnover Rate 6.35% 7.69% 6.24% 5.70% 0.26%*
- --------------------------------------------------------------------------------------------------------------

</TABLE>

* Annualized
*** Refer to the respective Master Fund Series.
# Non-annualized
+ Reflects the Portfolio's proportionate share of expenses from its
respective Master Fund Series.
(a) Because of commencement of operations and related preliminary transaction
costs, these ratios are not necessarily indicative of future ratios.

14
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE LARGE CAP INTERNATIONAL PORTFOLIO
----------------------------------------------------------------------
Six Months Year Year Year July 15,
Ended Ended Ended Ended 1991 to
May 31, Nov. 30, Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991
(Unaudited)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period $11.91 $11.26 $9.63 $10.64 $10.00
------ ------ ----- ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.09 0.09 0.15 0.11 0.06
Net Gains (Losses) on
Securities (Realized
and Unrealized) 0.65 1.11 1.72 (1.04) 0.58
------ ------ ----- ------ ------
Total From Investment
Operations 0.74 1.20 1.87 (0.93) 0.64
- --------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.01) (0.09) (0.24) (0.07) -
Net Realized Gains (0.23) (0.46) - (0.01) -
------ ------ ----- ------ ------
Total Distributions (0.24) (0.55) (0.24) (0.08) -
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $12.41 $11.91 $11.26 $9.63 $10.64
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Total Return 6.33%# 10.74% 19.55% (9.00)% 2.88%#
- --------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $57,626 $55,635 $78,472 $26,041 $4,360
Ratio of Expenses to
Average Net Assets** 0.63%* 0.66% 0.55%(a) 0.50%(a) 0.50%*(a)
Ratio of Net Investment
Income to Average Net
Assets 2.00%* 1.18% 1.94%(a) 1.75%(a) 1.96%*(a)
Portfolio Turnover Rate 47.68%* 33.15% 0.28% 0.20% 2.38%*
- --------------------------------------------------------------------------------------------------------------

THE RWB/DFA INTERNATIONAL THE DFA INTERNATIONAL
HIGH BOOK TO MARKET SMALL CAP VALUE
PORTFOLIO PORTFOLIO
--------------------------------------- ---------------------
Six Months Year June 10 Dec.30, 1994
Ended Ended to to
May 31, Nov. 30, Nov. 30 May 31,
1995 1994 1993 1995
(Unaudited) (Unaudited)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Asset Value, Beginning
of Period $11.44 $9.92 $10.00 $10.00
------ ------ ------ ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 0.01 0.14 0.06 0.03
Net Gains (Losses) on
Securities (Realized
and Unrealized) 0.51 1.52 (0.11) 0.14
------ ------ ------ ------
Total From Investment
Operations 0.52 1.66 (0.05) 0.17
- ----------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.01) (0.14) (0.03) -
Net Realized Gains - - - -
------ ------ ------ ------
Total Distributions (0.01) (0.14) (0.03) -
- ----------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $11.95 $11.44 $ 9.92 $10.17
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------

Total Return 4.56%# 16.71% (0.50)%# 1.70%#
- ----------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $140,396 $112,952 $63,235 $22,568
Ratio of Expenses to
Average Net Assets** 0.69%* 0.69%(b) 0.65%*(b) 1.66%*(d)
Ratio of Net Investment
Income to Average Net
Assets 0.15%* 1.39%(b) 1.40%*(b) 2.85%*(d)
Portfolio Turnover Rate N/A*** 0.15%*(c) 0.41%* 0.17%*
- ----------------------------------------------------------------------------------------------------

</TABLE>

* Annualized
** Represents the combined ratio for The DFA International High Book to Market
Portfolio and its pro-rata share of its Master Fund Series for the year
ended November 30, 1994 and subsequent periods.
*** Refer to the respective Master Fund Series.
# Non-annualized
(a) Had certain fees and expenses not been waived or reimbursed, the ratios of
expenses to average net assets for the periods ended November 30, 1993,
1992 and 1991 would have been 0.66%, 1.35% and 2.31%, respectively, and the
ratios of net investment income to average net assets for the periods ended
November 30, 1993, 1992 and 1991 would have been 1.83%, 0.90% and 0.15%,
respectively.
(b) Had certain waivers not been in effect, the ratios of expenses to average
net assets for the periods ended November 30, 1994 and 1993 would have been
0.73% and 0.82%, respectively, and the ratios of net investment income to
average net assets for the periods ended November 30, 1994 and 1993 would
have been 1.38% and 1.23%, respectively.
(c) Portfolio turnover calculated for the period December 1, 1993 to February
15, 1994 (through date of Exchange transaction, see respective Master Fund
Series for rate subsequent to Exchange transaction).
(d) Because of commencement of operations and related preliminary transaction
costs, these ratios are not necessarily indicative of future ratios.

15
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE DFA ONE-YEAR FIXED INCOME PORTFOLIO
-------------------------------------------------------------------------------------
Six Months Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
May 31, Nov. 30 Nov. 30 Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991 1990
(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $100.52 $102.77 $103.51 $103.26 $101.88 $101.61
------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 3.00 4.57 3.49 4.27 6.82 8.34
Net Gains (Losses) on
Securities (Realized
and Unrealized) 1.53 (2.07) 1.13 0.68 1.55 0.31
------- ------- ------- ------- ------- -------
Total From Investment
Operations 4.53 2.50 4.62 4.95 8.37 8.65
- -----------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (3.01) (4.57) (3.84) (4.43) (6.99) (8.38)
Net Realized Gains (0.07) (0.18) (1.52) ( 0.27) - -
------- ------- ------- ------- ------- -------
Total Distributions (3.08) (4.75) (5.36) (4.70) (6.99) (8.38)
- -----------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $101.97 $100.52 $102.77 $103.51 $103.26 $101.88
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total Return 4.59%# 2.48% 4.62% 5.64% 8.61% 8.88%
- -----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $614,454 $592,226 $608,400 $561,879 $469,276 $412,907
Ratio of Expenses to
Average Net Assets** 0.21%* 0.21% 0.21% 0.21% 0.21% 0.21%
Ratio of Net Investment
Income to Average Net
Assets 5.95%* 4.47% 3.38% 4.81% 6.75% 8.27%
Portfolio Turnover Rate N/A*** N/A*** 61.95%*(a) 125.56% 82.26% 96.30%
- -----------------------------------------------------------------------------------------------------------------------------

THE DFA ONE-YEAR FIXED INCOME PORTFOLIO
------------------------------------------------------------------
Year Year Year Year Year
Ended Ended Ended Ended Ended
Nov. 30 Nov. 30 Nov. 30 Nov. 30 Nov. 30
1989 1988 1987 1986 1985
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $101.22 $101.16 $102.70 $101.76 $101.12
------- ------- ------ ------- ------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 8.15 7.83 6.88 7.63 9.19
Net Gains (Losses) on
Securities (Realized
and Unrealized) 0.36 (0.39) (0.86) 1.58 0.82
------- ------- ------ ------- ------
Total From Investment
Operations 8.51 7.44 6.02 9.21 10.01
- --------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (8.12) (7.38) (6.77) (7.84) (9.37)
Net Realized Gains - - ( 0.79) ( 0.43) -
------- ------- ------ ------- ------
Total Distributions (8.12) (7.38) (7.56) (8.27) (9.37)
- --------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $101.61 $101.22 $101.16 $102.70 $101.76
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------

Total Return 9.53% 7.61% 6.14% 9.45% 10.36%
- --------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $360,146 $341,551 $342,436 $332,018 $232,826
Ratio of Expenses to
Average Net Assets** 0.22% 0.22% 0.22% 0.23% 0.33%
Ratio of Net Investment
Income to Average Net
Assets 8.77% 7.70% 6.82% 7.42% 9.04%
Portfolio Turnover Rate 0.00% 80.74% 162.18% 138.50% 114.21%
- --------------------------------------------------------------------------------------------------------------

</TABLE>

* Annualized.
** Represents the combined ratio for the portfolio and its pro-rata share of
its Master Fund Series for the period ended November 30, 1993 and
subsequent periods.
*** Refer to the respective Master Fund Series.
# Non-Annualized
(a) Portfolio turnover calculated for period December 1, 1992 to February 7,
1993 (through date of Exchange transaction, see respective Master Fund
Series for rate subsequent to Exchange transaction).

16
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO
------------------------------------------------------------------------------------
Six Months Year Year Year Year Year
Ended Ended Ended Ended Ended Ended
May 31, Nov. 30, Nov. 30 Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991 1990
(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>

Net Asset Value,
Beginning of Period $97.46 $105.50 $108.83 $112.53 $106.39 $104.62
------ ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 3.12 4.81 4.65 5.72 8.09 7.60
Net Gains (Losses) on
Securities (Realized
and Unrealized) 2.41 (8.08) 4.98 3.09 5.43 1.98
------ ------- ------- ------- ------- -------
Total From Investment
Operations 5.53 (3.27) 9.63 8.81 13.52 9.58
- -----------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (0.65) (4.76) (7.32) (7.58) (7.38) (7.81)
Net Realized Gains - (0.01) (5.64) (4.93) - -
------ ------- ------- ------- ------- -------
Total Distributions (0.65) (4.77) (12.96) ( 12.51) (7.38) (7.81)
- -----------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $102.34 $97.46 $105.50 $108.83 $112.53 $106.39
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total Return 5.71%# (3.13)% 9.46% 8.59% 13.44% 9.72%
- -----------------------------------------------------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $269,607 $235,554 $164,504 $83,543 $56,971 $52,260
Ratio of Expenses to
Average Net Assets 0.29%* 0.31% 0.31% 0.31% 0.30% 0.30%
Ratio of Net Investment
Income to Average Net
Assets 6.72%* 5.08% 4.75% 5.82% 7.16% 7.91%
Portfolio Turnover Rate 392.12%* 52.39% 152.10% 218.60% 223.18% 165.50%
- -----------------------------------------------------------------------------------------------------------------------------

THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO
---------------------------------------
Year Year May 13
Ended Ended to
Nov.30 Nov.30 Nov.30
1989 1988 1987
- --------------------------------------------------------------------------------
<S> <C> <C> <C>

Net Asset Value,
Beginning of Period $104.15 $103.28 $100.00
------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income 8.52 6.22 3.77
Net Gains (Losses) on
Securities (Realized
and Unrealized) 0.59 0.82 (0.49)
------- ------- -------
Total From Investment
Operations 9.11 7.04 3.28
- --------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (8.64) (5.78) -
Net Realized Gains - (0.39) -
------- ------- -------
Total Distributions (8.64) (6.17) -
- --------------------------------------------------------------------------------

Net Asset Value, End of
Period $104.62 $104.15 $103.28
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Total Return 9.33% 7.13% 3.26%#
- --------------------------------------------------------------------------------

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $53,039 $4,863 $4,258
Ratio of Expenses to
Average Net Assets 0.30% 0.28% 0.27%*
Ratio of Net Investment
Income to Average Net
Assets 8.49% 7.97% 7.50%*
Portfolio Turnover Rate 312.59% 253.31% 100.85%*
- --------------------------------------------------------------------------------

</TABLE>

* Annualized
# Non-annualized

17
<PAGE>

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

THE DFA GLOBAL FIXED INCOME PORTFOLIO
-------------------------------------------------------------------------------------
Six Months Year Year Year Year Nov.6
Ended Ended Ended Ended Ended to
May 31, Nov. 30 Nov. 30 Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991 1990
(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $98.11 $105.63 $103.58 104.72 $100.22 $100.00
------ ------- ------- ------ ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss) 2.69 3.52 4.03 5.43 6.58 0.37
Net Gains (Losses) on
Securities (Realized
and Unrealized) 5.26 (6.57) 7.28 2.47 2.57 (0.15)
------ ------- ------- ------ ------- -------
Total From Investment
Operations 7.95 (3.05) 11.31 7.90 9.15 0.22
- -----------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (1.24) (4.37) (4.51) (6.35) (4.65) -
Net Realized Gains - (0.10) (4.75) (2.69) - -
------ ------- ------- ------ ------- -------
Total Distributions (1.24) (4.47) (9.26) (9.04) (4.65) -
- -----------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $104.82 $98.11 $105.63 $103.58 $104.72 $100.22
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total Return 8.19%# (2.91)% 11.42% 8.00% 11.00% 0.22%#
- -----------------------------------------------------------------------------------------------------------------------------

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $177,290 $135,529 $101,528 $54,607 $31,647 $8,474
Ratio of Expenses to
Average Net Assets 0.47%* 0.49% 0.52% 0.58% 0.67% 0.51%*
Ratio of Net Investment
Income to Average Net
Assets 6.26%* 5.75% 5.09% 5.52% 6.74% 6.92%*
Portfolio Turnover Rate 138.61%* 113.55% 139.57% 210.39% 194.25% 0.00%*
- -----------------------------------------------------------------------------------------------------------------------------

THE DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO
-------------------------------------------------------------------------------------
Six Months Year Year Year Year Oct. 22
Ended Ended Ended Ended Ended to
May 31, Nov. 30, Nov. 30 Nov. 30 Nov. 30 Nov. 30
1995 1994 1993 1992 1991 1990
(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period $102.18 $115.87 $112.01 $110.17 $102.66 $100.00
------- ------- ------- ------- ------- -------
INCOME FROM INVESTMENT
OPERATIONS
Net Investment Income
(Loss) 3.45 6.89 5.46 7.60 8.38 0.89
Net Gains (Losses) on
Securities (Realized
and Unrealized) 8.50 (12.14) 6.60 2.58 6.32 1.77
------- ------- ------- ------- ------- -------
Total From Investment
Operations 11.95 (5.25) 12.06 10.18 14.70 2.66
- -----------------------------------------------------------------------------------------------------------------------------

LESS DISTRIBUTIONS
Net Investment Income (1.81) (6.84) (7.30) (7.76) (7.19) -
Net Realized Gains (0.03) (1.60) (0.90) (0.58) - -
------- ------- ------- ------- ------- -------
Total Distributions (1.84) (8.44) (8.20) ( 8.34) ( 7.19) -
- -----------------------------------------------------------------------------------------------------------------------------

Net Asset Value, End of
Period $112.29 $102.18 $115.87 $112.01 $110.17 $102.66
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Total Return 11.84%# (4.72)% 12.84% 9.70% 14.94% 2.63%#
- -----------------------------------------------------------------------------------------------------------------------------

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period
(thousands) $72,336 $60,827 $53,051 $40,160 $29,393 $25,567
Ratio of Expenses to
Average Net Assets 0.28%* 0.29% 0.32% 0.29% 0.28% 0.23%*
Ratio of Net Investment
Income to Average Net
Assets 6.68%* 6.45% 6.41% 7.05% 7.86% 8.73%*
Portfolio Turnover Rate 37.59%* 27.15% 16.91% 17.91% 19.72% 0.00%
- -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

* Annualized
# Non-annualized

18
<PAGE>

THE FEEDER PORTFOLIOS

Each of the eleven Feeder Portfolios, unlike many other investment
companies which directly acquire and manage their own portfolio of securities,
seeks to achieve its investment objective by investing all of its investable
assets in a corresponding Series of the Trust, an open-end, management
investment company, registered under the Investment Company Act of 1940, that
issues Series having the same investment objective as each of those Portfolios.
The investment objective of a Feeder Portfolio may not be changed without the
approval of its shareholders and the investment objective of a Series of the
Trust may not be changed without approval of the shareholders of that Series.
Shareholders of a Feeder Portfolio will receive written notice thirty days prior
to the effective date of any change in the investment objective of its
corresponding Trust Series.

This prospectus describes the investment objective, policies and
restrictions of each Feeder Portfolio and its corresponding Series. (See
"PORTFOLIO CHARACTERISTICS AND POLICIES - THE SMALL COMPANY PORTFOLIOS - U.S. 6-
10 Small Company Portfolio"; "ENHANCED U.S. LARGE COMPANY PORTFOLIO - Investment
Objective and Policies"; "U.S. LARGE COMPANY PORTFOLIO - Investment Objective
and Policies"; "THE VALUE PORTFOLIOS - Portfolio Characteristics and Policies";
"INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME PORTFOLIOS - DFA One-Year
Fixed Income Portfolio; DFA Two-Year Corporate Fixed Income Portfolio; DFA Two-
Year Global Fixed Income Portfolio; and DFA Two-Year Government Portfolio";
"RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO - Investment Objective and
Policies"; and "EMERGING MARKETS PORTFOLIO - Investment Objective and
Policies"). In addition, an investor should read "MANAGEMENT OF THE FUND" for a
description of the management and other expenses associated with the Feeder
Portfolios' investment in the Trust. Other institutional investors, including
other mutual funds, may invest in each Series and the expenses of such other
funds and, correspondingly, their returns may differ from those of the Feeder
Portfolios. Please contact the Trust at 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401, (310) 395-8005 for information about the availability of
investing in a Series of the Trust other than through a Feeder Portfolio.

The shares of the Trust Series will be offered to institutional investors
for the purpose of increasing the funds available for investment, to reduce
expenses as a percentage of total assets and to achieve other economies that
might be available at higher asset levels. While investment in a Series by
other institutional investors offers potential benefits to the Series and,
through their investment in the Series, the Feeder Portfolios also,
institutional investment in the Series also entails the risk that economies and
expense reductions might not be achieved and additional investment
opportunities, such as increased diversification, might not be available if
other institutions do not invest in the Series. Also, if an institutional
investor were to redeem its interest in a Series, the remaining investors in
that Series could experience higher pro rata operating expenses, thereby
producing lower returns, and the Series' security holdings may become less
diverse, resulting in increased risk. Institutional investors that have a
greater pro rata ownership interest in a Series than the corresponding Feeder
Portfolio could have effective voting control over the operation of the Series.

Further, if a Series changes its investment objective in a manner which is
inconsistent with the investment objective of a corresponding Feeder Portfolio
and the shareholders of the Portfolio fail to approve a similar change in the
investment objective of the Portfolio, the Portfolio would be forced to withdraw
its investment in the Series and either seek to invest its assets in another
registered investment company with the same investment objective as the
Portfolio, which might not be possible, or retain an investment advisor to
manage the Portfolio's assets in accordance with its own investment objective,
possibly at increased cost. A withdrawal by a Feeder Portfolio of its
investment in the corresponding Series could result in a distribution in kind of
portfolio securities (as opposed to a cash distribution) to the Portfolio.
Should such a distribution occur, the Portfolio could incur brokerage fees or
other transaction costs in converting such securities to cash in order to pay
redemptions. In addition, a distribution in kind to the Portfolio could result
in a less diversified portfolio of investments and could affect adversely the
liquidity of the Portfolio.

Finally, the Feeder Portfolios investment in the shares of a registered
investment company such as the Trust is relatively new and results in certain
operational and other complexities. However, management believes that the
benefits to be gained by shareholders outweigh the additional complexities and
that the risks attendant to such

19
<PAGE>

investment are not inherently different from the risks of direct investment in
securities of the type in which the Trust Series invest.

SMALL COMPANY PORTFOLIOS

INVESTMENT OBJECTIVE AND POLICIES

Each Small Company Portfolio and U.S. 6-10 Small Company Series of the
Trust (the "6-10 Series"), operates as a diversified investment company whose
investment objective is to achieve long-term capital appreciation. The Small
Company Portfolios provide investors with access to securities portfolios
consisting of small U.S., Japanese, United Kingdom, European and Pacific Rim
companies. Company size will be determined for purposes of these Portfolios and
the 6-10 Series of the Trust solely on the basis of a company's market
capitalization. "Market capitalization" will be calculated with respect to
domestic securities, by multiplying the price of a company's stock by the number
of its shares of common stock, or with respect to foreign securities similar
stocks which are outstanding.

Each of these Portfolios (U.S. 6-10 Small Company Portfolio indirectly
through ownership of the corresponding Trust Series) will be structured to
reflect reasonably the relative market capitalizations of its portfolio
companies. The Advisor believes that over the long term the investment
performance of small companies is superior to large companies, not only in the
U.S. but in other developed countries as well, and that investment in the
Portfolios is an effective way to improve global diversification. Institutional
investors which, for a variety of reasons, may choose not to make substantial,
or any, direct investment in companies whose securities will be held by the
Portfolios, may participate indirectly in the investment performance of these
companies through ownership of a Portfolio's stock.

PORTFOLIO CHARACTERISTICS AND POLICIES-
SMALL COMPANY PORTFOLIOS

U.S. 6-10 SMALL COMPANY PORTFOLIO

U.S. 6-10 Small Company Portfolio pursues its investment objective by
investing all of its assets in the 6-10 Series, which has the same investment
objective and policies as the Portfolio. U.S. 6-10 Series will invest in a
broad and diverse group of small U.S. companies having readily marketable
securities. References in this prospectus to a "small U.S. company" means a
company whose securities are traded in the U.S. securities markets and whose
market capitalization is not larger than the largest of those in the smaller one
half (deciles 6 through 10) of companies listed on the New York Stock Exchange
("NYSE"). The 6-10 Series will purchase common stocks of companies whose shares
are listed on the NYSE, the American Stock Exchange (the "AMEX") and traded in
the over-the-counter market ("OTC"). The 6-10 Series may invest in securities
of foreign issuers which are traded in the U.S. securities markets, but such
investments may not exceed 5% of the gross assets of the Series. It is the
intention of the 6-10 Series to acquire a portion of the common stock of each
eligible NYSE, AMEX and OTC company on a market capitalization weighted basis.
(See "PORTFOLIO CHARACTERISTICS AND POLICIES - THE SMALL COMPANY PORTFOLIOS -
Portfolio Structure.") In the future, the 6-10 Series may purchase common
stocks of small U.S. companies which are listed on other U.S. securities
exchanges. In addition, the 6-10 Series is authorized to invest in private
placements of interest-bearing debentures that are convertible into common stock
("privately placed convertible debentures"). Such investments are considered
illiquid and the value thereof together with the value of all other illiquid
investments may not exceed 15% of the value of the Series' total assets at the
time of purchase.

U.S. 9-10 SMALL COMPANY PORTFOLIO

U.S. 9-10 Small Company Portfolio will invest in a broad and diverse
segment of small U.S. companies having readily marketable stocks, and whose
market capitalization is not larger than the largest of those in the quintile of
companies listed on the NYSE having the smallest market capitalizations
(smallest 20%). The Portfolio will purchase stocks of companies whose shares
are listed on the NYSE, AMEX and traded OTC. The Portfolio may invest in
securities of foreign issuers which are traded in the U.S. securities markets,
but such investments

20
<PAGE>

may not exceed 5% of the gross assets of the Portfolio. There is some overlap
in the companies in which U.S. 9-10 Small Company Portfolio and the U.S. 6-10
Series invest. It is the intention of U.S. 9-10 Small Company Portfolio to
acquire a portion of the stock of each eligible NYSE, AMEX and OTC company on a
market capitalization weighted basis. (See "PORTFOLIO CHARACTERISTICS AND
POLICIES - SMALL COMPANY PORTFOLIOS - Portfolio Structure.") In the future, U.S.
9-10 Small Company Portfolio may include stocks of small U.S. companies which
are listed on other U.S. securities exchanges. The Portfolio is authorized to
invest in privately placed convertible debentures and the value thereof together
with the value of all other illiquid investments may not exceed 10% of the value
of the Portfolio's total assets at the time of purchase.

JAPANESE SMALL COMPANY PORTFOLIO

Japanese Small Company Portfolio will invest in a broad and diverse group
of readily marketable stocks of Japanese small companies which are traded in the
Japanese securities markets. Reference in this prospectus to the term "Japanese
small company" means a company located in Japan whose market capitalization is
not larger than the largest of those in the smaller one-half (deciles 6 through
10) of companies whose securities are listed on the First Section of the Tokyo
Stock Exchange ("TSE"). The Advisor may in its discretion use a standard
different from the TSE for determining a "Japanese small company" if it deems
such change appropriate.

While the Portfolio will invest primarily in the stocks of small companies
which are listed on the TSE, it may acquire the stocks of Japanese small
companies which are traded in other Japanese securities markets as well. It is
the intention of Japanese Small Company Portfolio to acquire a portion of the
stock of each of these companies on a market capitalization weighted basis. The
Portfolio also may invest up to 5% of its assets in convertible debentures
issued by Japanese small companies. (See "PORTFOLIO CHARACTERISTICS AND
POLICIES - SMALL COMPANY PORTFOLIOS - Portfolio Structure.")

UNITED KINGDOM SMALL COMPANY PORTFOLIO

United Kingdom Small Company Portfolio will seek to achieve its investment
objective by investing its assets in a broad and diverse group of readily
marketable stocks of United Kingdom small companies which are traded principally
on the International Stock Exchange of the United Kingdom and the Republic of
Ireland ("ISE"). Reference in this prospectus to a "United Kingdom small
company" means a company organized in the United Kingdom, with shares listed on
the ISE whose market capitalization is not larger than the largest of those in
the smaller one-half (deciles 6 through 10) of companies included in the
Financial Times-Actuaries All Share Index ("FTA"). The Advisor may in its
discretion use a standard different from the FTA for determining a "United
Kingdom small company" if it deems such change appropriate.

The FTA is an index of stocks traded on the ISE, which is similar to the
S&P 500 Index, and is used by investment professionals in the United Kingdom for
the same purposes as investment professionals in the U.S. use the S&P 500 Index.
While the FTA will be used by the Portfolio to determine the maximum market
capitalization of any company whose stock the Portfolio will purchase, Portfolio
acquisitions will not be limited to stocks which are included in the FTA.
United Kingdom Small Company Portfolio will not, however, purchase shares of any
investment trust or of any company whose market capitalization is less than
$5,000,000.

It is the intention of United Kingdom Small Company Portfolio to acquire a
portion of the stock of each eligible company on a market capitalization basis.
The Portfolio also may invest up to 5% of its assets in convertible debentures
issued by United Kingdom small companies. (See "PORTFOLIO CHARACTERISTICS AND
POLICIES - SMALL COMPANY PORTFOLIOS - Portfolio Structure.")

CONTINENTAL SMALL COMPANY PORTFOLIO

Continental Small Company Portfolio is authorized to invest in readily
marketable stocks of a broad and diverse group of small companies organized
under the laws of certain European countries; specifically, France, Germany,
Italy, Switzerland, the Netherlands, Sweden, Belgium, Norway, Spain, Austria,
Finland and Denmark, whose shares are traded principally in securities markets
located in those countries. Company size will be determined by the Advisor in a
manner that will compare the market capitalizations of companies in all
countries in which the Portfolio invests (i.e. on a European basis). The
Advisor will use the appropriate country indices of the Financial
Times-Actuaries World Index ("FTW") converted to a common currency, the United
States dollar,

21
<PAGE>

and aggregated to define "small companies." The FTW consists of a series of
country indices which contain generally the largest companies in the major
industry sectors in proportion to their market capitalization whose shares are
available for purchase by non-resident investors. Its constituents represent
about 70% of the total market capitalization of the respective markets.
Companies with publicly traded stock whose market capitalizations are not
greater than the largest of those in the smallest 20% (9th and 10th deciles) of
companies listed in the FTW as combined for the countries in which the Portfolio
invests will be considered to be "small companies" and will be eligible for
purchase by the Portfolio. The Advisor may use a standard different from the
FTW to determine "small companies" if it deems such change appropriate.

While the Advisor will use the aggregated FTW indices to determine the
maximum size of eligible portfolio companies, portfolio acquisitions will not be
limited to stocks listed on the FTW for any country. The Portfolio does not
intend, however, to purchase shares of any company whose market capitalization
is less than the equivalent of $5,000,000. The Portfolio intends to acquire a
portion of the stock of each eligible company on a market capitalization basis.
The Portfolio also may invest up to 5% of its assets in convertible debentures
issued by European small companies. The Portfolio has acquired the stocks of
small companies located in France, Germany, Italy, Switzerland, the Netherlands,
Belgium, Sweden and Spain. When the Advisor determines that the investments of
the Portfolio in the stocks of small companies in those countries are
sufficiently diverse, the stocks of small companies located in other European
countries may be acquired on a country-by-country basis. In addition, the
Advisor may in its discretion either limit further investments in a particular
country or divest the Portfolio of holdings in a particular country. (See
"PORTFOLIO CHARACTERISTICS AND POLICIES - SMALL COMPANY PORTFOLIOS - Portfolio
Structure.")

PACIFIC RIM SMALL COMPANY PORTFOLIO

Pacific Rim Small Company Portfolio is authorized to invest in stocks of a
broad and diverse group of small companies located in Australia, New Zealand and
Asian countries whose shares are traded principally on the securities markets
located in those countries. The Portfolio presently invests in small companies
located in Singapore, Hong Kong, Australia, Malaysia and Korea. In the future,
the Advisor may add small companies located in New Zealand and other Asian
countries as securities markets in these countries become accessible. In
addition, the Advisor may in its discretion either limit further investments in
a particular country or divest the Portfolio of holdings in a particular
country.

Company size will be determined by the Advisor in a manner that will
compare the market capitalizations of the companies in all countries in which
the Portfolio invests (i.e. on a Pacific Rim basis). The Advisor will use the
appropriate country indices of the FTW converted to a common currency and
aggregated to define "small companies." Companies with publicly traded stock
whose market capitalizations are not greater than the largest of those in the
smallest 30% of companies (8th, 9th and 10th deciles) listed in the FTW as
combined for the countries in which the Portfolio invests will be considered to
be "small companies" and will be eligible for purchase by the Portfolio. The
Advisor may use a standard different from the FTW to determine "small companies"
if it deems such change appropriate.

PORTFOLIO STRUCTURE

Each of the Small Company Portfolios, including U.S. 6-10 Small Company
Portfolio indirectly through its investment in the 6-10 Series, is structured by
generally basing the amount of each security purchased on the issuer's relative
market capitalization with a view to creating in each Portfolio a reasonable
reflection of the relative market capitalizations of its portfolio companies.
The following discussion applies to the investment policies of the 6-10 Series
and the Small Company Portfolios with the exception of U.S. 6-10 Small Company
Portfolio.

22
<PAGE>

The decision to include or exclude the shares of an issuer will be made on
the basis of such issuer's relative market capitalization determined by
reference to other companies located in the same country, except with respect to
Continental and Pacific Rim Small Company Portfolios, such determination shall
be made by reference to other companies located in all countries in which the
Portfolios invest. Company size is measured in terms of local currencies in
order to eliminate the effect of variations in currency exchange rates, except
that Continental and Pacific Rim Small Company Portfolios each will measure
company size in terms of a common currency. Even though a company's stock may
meet the applicable market capitalization criterion, it may not be purchased if,
(i) in the Advisor's judgment, the issuer is in extreme financial difficulty,
(ii) the issuer is involved in a merger or consolidation or is the subject of an
acquisition or (iii) a significant portion of the issuer's securities are
closely held. Further, securities of real estate investment trusts will not be
acquired (except as a part of a merger, consolidation or acquisition of assets).
In addition, the Advisor may exclude the stock of a company that otherwise meets
applicable market capitalization criterion if the Advisor determines in its best
judgment that other conditions exist that make the purchase of such stock
inappropriate.

Deviation from strict market capitalization weighting will also occur
because the Advisor intends to purchase round lots only. In order to retain
sufficient liquidity, the relative amount of any security held may be reduced
from time to time from the level which strict adherence to market capitalization
weighting would otherwise require. A portion, but generally not in excess of
20%, of assets may be invested in interest-bearing obligations, such as
money-market instruments for this purpose, thereby causing further deviation
from strict market capitalization weighting.

Block purchases of eligible securities may be made at opportune prices even
though such purchases exceed the number of shares which, at the time of
purchase, strict adherence to the policy of market capitalization weighting
would otherwise require. In addition, eligible securities may be acquired in
exchange for the issuance of shares. (See "In Kind Purchases.") While such
purchases and acquisitions might cause a temporary deviation from market
capitalization weighting, they would ordinarily be made in anticipation of
further growth of assets.

If securities must be sold in order to obtain funds to make redemption
payments, they may be repurchased as additional cash becomes available. In most
instances, however, management would anticipate selling securities which had
appreciated sufficiently to be eligible for sale and, therefore, would not need
to repurchase such securities. (See "PORTFOLIO CHARACTERISTICS AND POLICIES -
SMALL COMPANY PORTFOLIOS - Portfolio Transactions.")

Changes in the composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase take place with
every trade when the securities markets are open for trading due, primarily, to
price fluctuations of such securities. On a not less than semi-annual basis,
the Advisor will determine the market capitalization of the largest small
company eligible for investment. Common stocks whose market capitalizations
are not greater than such company will be purchased. Additional investments
generally will not be made in securities which have appreciated in value
sufficiently to be excluded from the Advisor's then current market
capitalization limit for eligible portfolio securities. This may result in
further deviation from strict market capitalization weighting and such deviation
could be substantial if a significant amount of holdings increase in value
sufficiently to be excluded from the limit for eligible securities, but not by a
sufficient amount to warrant their sale. (See "PORTFOLIO CHARACTERISTICS AND
POLICIES - SMALL COMPANY PORTFOLIOS - Portfolio Transactions.") A further
deviation from market capitalization weighting may occur if a Portfolio invests
a portion of its assets in convertible debentures.

It is management's belief that the stocks of small companies offer, over a
long term, a prudent opportunity for capital appreciation, but, at the same
time, selecting a limited number of such issues for investment involves greater
risk than investing in a large number of them. The Portfolios intend to invest
at least 80% of their assets in equity securities of U.S., Japanese, United
Kingdom, European and Pacific Rim small companies.

Generally, current income is not sought as an investment objective and
investments will not be based upon an issuer's dividend payment policy or
record. However, many of the companies whose securities will be selected for
investment do pay dividends. It is anticipated, therefore, that dividend income
will be received.

23
<PAGE>

PORTFOLIO TRANSACTIONS

As described under "U.S. 6-10 Small Company Portfolio," that Portfolio
invests in the shares of the 6-10 Series. Therefore, references to "Portfolios"
under "Portfolio Transactions" do not include U.S. 6-10 Small Company Portfolio.

On a periodic basis, the Advisor will review each Portfolio's holdings and
determine which, at the time of such review, are no longer considered small
U.S., Japanese, United Kingdom, European or Pacific Rim companies. The Advisor
will make a similar review and determination with respect to the 6-10 Series.
The present policy of the Advisor (except with respect to the 6-10 Series) is to
consider portfolio securities for sale when they have appreciated sufficiently
to rank, on a market capitalization basis, more than one full decile higher than
the company with the largest market capitalization that is eligible for purchase
by the particular Portfolio as determined periodically by the Advisor. The
Advisor may, from time to time, revise that policy if, in the opinion of the
Advisor, such revision is necessary to maintain appropriate market
capitalization weighting.

Securities which have depreciated in value since their acquisition will not
be sold solely because prospects for the issuer are not considered attractive,
or due to an expected or realized decline in securities prices in general.
Securities may be disposed of, however, at any time when, in the Advisor's
judgment, circumstances, such as (but not limited to) tender offers, mergers and
similar transactions, or bids made for block purchases at opportune prices,
warrant their sale. Generally, securities will not be sold to realize
short-term profits, but when circumstances warrant, they may be sold without
regard to the length of time held. Generally, securities will be purchased with
the expectation that they will be held for longer than one year and will be held
until such time as they are no longer considered an appropriate holding in light
of the policy of maintaining portfolios of companies with small market
capitalizations.

U.S. LARGE COMPANY PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

U.S. Large Company Portfolio seeks, as its investment objective, to
approximate the investment performance of the S&P 500 Index, both in terms of
the price of the Portfolio's shares and its total investment return. The
Portfolio pursues its investment objective by investing all of its assets in
U.S. Large Company Series of the Trust (the "U.S. Large Company Series"), which
has the same investment objective and policies as the Portfolio. U.S. Large
Company Series intends to invest in all of the stocks that comprise the S&P 500
Index in approximately the same proportions as they are represented in the
Index. The amount of each stock purchased for the U.S. Large Company Series,
therefore, will be based on its respective market capitalization. The S&P 500
Index is comprised of a broad and diverse group of stocks most of which are
traded on the NYSE. Generally, these are the U.S. stocks with the largest
market capitalizations and, as a group, they represent approximately 70% of the
total market capitalization of all publicly traded U.S. stocks.

Under normal market conditions, at least 95% of the U.S. Large Company
Series' assets will be invested in the stocks that comprise the S&P 500 Index.
A portion, however, generally not more than 5% of net assets, may be invested in
the same types of short-term fixed income obligations as may be acquired by the
DFA One-Year Fixed Income Portfolio, in order to maintain liquidity or to invest
temporarily uncommitted cash balances. (See "THE FIXED INCOME PORTFOLIOS -
Description of Securities and Obligations").

U.S. Large Company Series may also acquire index futures contracts and
options thereon in order to commit funds awaiting investment in stocks or
maintain cash liquidity. However, the Series will not purchase index futures
contracts or options if as a result more than 5% of its total assets would then
consist of initial and variation margin deposits on such contracts or options.
Such investments entail certain risks. (See "RISK FACTORS - ALL PORTFOLIOS.")

Ordinarily, portfolio securities will not be sold except to reflect
additions or deletions of the stocks that comprise the S&P 500 Index, including
mergers, reorganizations and similar transactions and, to the extent necessary,
to provide cash to pay redemptions of the U.S. Large Company Series' shares.
U.S. Large Company Series may lend securities to qualified brokers, dealers,
banks and other financial institutions for the purpose of

24
<PAGE>

earning additional income. For information concerning Standard & Poor's
Corporation ("S&P") and disclaimers of S&P with respect to the U.S. Large
Company Portfolio and the U.S. Large Company Series, see "STANDARD & POOR'S -
INFORMATION AND DISCLAIMERS."

ENHANCED U.S. LARGE COMPANY PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

Enhanced U.S. Large Company Portfolio seeks, as its investment objective,
to achieve a total return which exceeds the total return performance of the S&P
500 Index. The Portfolio pursues its investment objective by investing all of
its assets in Enhanced U.S. Large Company Series of the Trust (the "Enhanced
U.S. Large Company Series"), which is expected to commence operations in
February, 1996. The Enhanced U.S. Large Company Series will have the same
investment objective and policies as the Portfolio. Enhanced U.S. Large Company
Series may invest in all of the stocks represented in the S&P 500 Index, options
on stock indices, stock index futures, options on stock index futures, swap
agreements on stock indices and, to the extent permissible pursuant to the
Investment Company Act of 1940, shares of investment companies that invest in
stock indices. The S&P 500 Index is comprised of a broad and diverse group of
stocks most of which are traded on the NYSE. Generally, these are the U.S.
stocks with the largest market capitalizations and, as a group, they represent
approximately 70% of the total market capitalization of all publicly traded U.S.
stocks.

The Enhanced U.S. Large Company Series may, from time to time, also invest
in options on stock indices, stock index futures, options on stock index futures
and swap agreements based on indices other than, but similar to, the S&P 500
Index (such instruments whether or not based on the S&P 500 Index hereinafter
collectively referred to as "Index Derivatives"). The Enhanced U.S. Large
Company Series may invest all of its assets in Index Derivatives (See "RISK
FACTORS - ALL PORTFOLIOS"). Assets of the Enhanced U.S. Large Company Series
not invested in S&P 500 stocks or Index Derivatives may be invested in the same
types of short-term fixed income obligations as may be acquired by DFA One-Year
Fixed Income Series and, to the extent allowed by the Investment Company Act of
1940, shares of money market mutual funds (collectively, "Fixed Income
Investments") (See "INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME PORTFOLIOS
- - Description of Investments"). Investments in the securities of other
investment companies will involve duplication of certain fees and expenses.

The percentage of assets of the Enhanced U.S. Large Company Series that
will be invested at any one time in S&P 500 Index stocks, Index Derivatives and
Fixed Income Investments may vary from time to time, within the discretion of
the Advisor and according to restraints imposed by the Investment Company Act of
1940. The Enhanced U.S. Large Company Series will maintain a segregated account
consisting of liquid assets, such as cash, U.S. government securities or high-
grade debt obligations (or, as permitted by applicable regulation, enter into
offsetting positions) to cover its open positions in Index Derivatives to avoid
leveraging of the Series.

The Enhanced U.S. Large Company Series will enter into positions in futures
and options on futures only to the extent such positions are permissible with
respect to applicable rules of the Commodity Futures Trading Commission without
registering the Series or the Trust as a commodities pool operator. In
addition, the Enhanced U.S. Large Company Series may not be able to utilize
Index Derivatives to the extent otherwise permissible or desirable because of
constraints imposed by the Internal Revenue Code or by unanticipated illiquidity
in the marketplace for such instruments. For more information about Index
Derivatives, see "RISK FACTORS - ALL PORTFOLIOS."

The Enhanced U.S. Large Company Series may only purchase put and call
options to the extent premiums paid on all such outstanding options do not
exceed 20% of the Series' net assets. With regard to the writing of put
options, the Enhanced U.S. Large Company Series will limit the aggregate value
of the obligations underlying such put options to 50% of its net assets. It is
the position of the Securities and Exchange Commission that over-the-counter
options are illiquid. Accordingly, the Enhanced U.S. Large Company Series will
invest in such options only to the extent consistent with its 15% limit on
investment in illiquid securities.

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STANDARD & POOR'S - INFORMATION AND DISCLAIMERS

Neither the U.S. Large Company Portfolio or the Enhanced U.S. Large Company
Portfolio (the "Large Company Portfolios"), nor the U.S. Large Company Series or
the Enhanced U.S. Large Company Series (the "Large Company Series") are
sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or
warranty, express or implied, to the owners of the Large Company Portfolios or
the Large Company Series or any member of the public regarding the advisability
of investing in securities generally or in the Large Company Portfolios or the
Large Company Series particularly or the ability of the S&P 500 Index to track
general stock market performance. S&P's only relationship to the Large Company
Portfolios or the Large Company Series is the licensing of certain trademarks
and trade names of S&P and of the S&P 500 Index which is determined, composed
and calculated by S&P without regard to the Large Company Portfolios or the
Large Company Series. S&P has no obligation to take the needs of the Large
Company Portfolios, the Large Company Series or their respective owners into
consideration in determining, composing or calculating the S&P 500 Index. S&P
is not responsible for and has not participated in the determination of the
timing of, prices at, or quantities of the Large Company Portfolios or the Large
Company Series to be issued or in the determination or calculation of the
equation by which the Large Company Portfolios or the Large Company Series is to
be converted into cash. S&P has no obligation or liability in connection with
the administration, marketing or trading of the Large Company Portfolios or the
Large Company Series.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED,
AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN
IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. S&P
MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY
OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF
NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

LARGE CAP INTERNATIONAL PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of Large Cap International Portfolio is to achieve
long-term capital appreciation by investing in the stocks of non-U.S. large
companies. The investment objective of the Portfolio may not be changed without
the approval of the holders of a majority of its outstanding shares. The
Portfolio intends to invest in the stocks of large companies in Europe,
Australia and the Far East. Initially, the Portfolio will invest in the stocks
of large companies in Japan, the United Kingdom, Germany, France, Switzerland,
Italy, Sweden, Hong Kong and Australia. As the Portfolio's asset growth
permits, it may invest in the stocks of large companies in Spain,
Singapore/Malaysia, the Netherlands, Belgium, Austria, Denmark, Finland,
Ireland, Norway and New Zealand.

Under normal market conditions, at least 65% of the Portfolio's assets will
be invested in companies organized or having a majority of their assets in or
deriving a majority of their operating income in at least three non-U.S.
countries. The Portfolio reserves the right to invest in index futures
contracts to commit funds awaiting investment or to maintain liquidity. The
Portfolio will not purchase futures contracts if as a result more than 5%
of its total assets would then consist of initial and variation margin deposits
on such contracts. Such investments entail certain risks. (See "RISK FACTORS -
ALL PORTFOLIOS.") The Portfolio also may invest up to 5% of its assets in
convertible debentures issued by large non-U.S. companies.

The Portfolio will be approximately market capitalization weighted. In
determining market capitalization weights, the Advisor, using its best judgment,
will seek to eliminate the effect of cross holdings on the individual country
weights. As a result, the weighting of certain countries in the Portfolio may
vary from their weighting in international indices such as those published by
The Financial Times, Morgan Stanley Capital International or

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Salomon/Russell. The Advisor, however, will not attempt to account for cross
holdings within the same country. Generally, the companies whose stocks will be
selected by the Advisor for the Portfolio will be in the largest 50% in terms of
market capitalization for each country. The Advisor, however, may exclude the
stock of such a company if the Advisor determines in its best judgment that
other conditions exist that make the purchase of such stock for a Portfolio
inappropriate.

Deviation from market capitalization weighting will occur because the
Portfolio intends to purchase round lots only. In order to retain sufficient
liquidity, the relative amount of any security held by the Portfolio may be
reduced from time to time from the level which adherence to market
capitalization weighting would otherwise require. A portion, but generally not
in excess of 20%, of the Portfolio's assets may be invested in interest-bearing
obligations, such as money-market instruments, thereby causing further deviation
from market capitalization weighting. A further deviation from market
capitalization weighting may occur if the Portfolio invests a portion of its
assets in convertible debentures.

The Portfolio may make block purchases of eligible securities at opportune
prices even though such purchases exceed the number of shares which, at the time
of purchase, adherence to the policy of market capitalization weighting would
otherwise require. In addition, the Portfolio may acquire eligible securities
in exchange for the issuance of its shares. (See "In Kind Purchases.") While
such transactions might cause a temporary deviation from market capitalization
weighting, they would ordinarily be made in anticipation of further growth of
the assets of the Portfolio.

Changes in the composition and relative ranking (in terms of market
capitalization) of the stocks which are eligible for purchase by the Portfolio
take place with every trade when the securities markets are open for trading
due, primarily, to price fluctuations of such securities. On a periodic basis,
the Advisor will prepare lists of eligible large companies that will be revised
not less than semi-annually. Only common stocks whose market capitalizations
are not less than such minimum will be purchased by the Portfolio. Additional
investments will not be made in securities which have depreciated in value to
such an extent that they are not then considered by the Advisor to be large
companies. This may result in further deviation from market capitalization
weighting and such deviation could be substantial if a significant amount of the
Portfolio's holdings decrease in value sufficiently to be excluded from the then
current market capitalization requirement for eligible securities, but not by a
sufficient amount to warrant their sale.

It is management's belief that the stocks of large companies offer, over a
long term, a prudent opportunity for capital appreciation, but, at the same
time, selecting a limited number of such issues for inclusion in the Portfolio
involves greater risk than including a large number of them. The Advisor does
not anticipate that a significant number of securities which meet the market
capitalization criteria will be selectively excluded from the Portfolio.

The Portfolio does not seek current income as an investment objective and
investments will not be based upon an issuer's dividend payment policy or
record. However, many of the companies whose securities will be included in the
Portfolio do pay dividends. It is anticipated, therefore, that the Portfolio
will receive dividend income.

Securities which have depreciated in value since their acquisition will not
be sold by the Portfolio solely because prospects for the issuer are not
considered attractive, or due to an expected or realized decline in securities
prices in general. Securities may be disposed of, however, at any time when, in
the Advisor's judgment, circumstances warrant their sale, such as tender offers,
mergers and similar transactions, or bids made for block purchases at opportune
prices. Generally, securities will not be sold to realize short-term profits,
but when circumstances warrant, they may be sold without regard to the length of
time held. Generally, securities will be purchased with the expectation that
they will be held for longer than one year, and will be held until such time as
they are no longer considered an appropriate holding in light of the policy of
maintaining a portfolio of companies with large market capitalizations.

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DFA/AEW REAL ESTATE SECURITIES PORTFOLIO

PORTFOLIO CHARACTERISTICS AND POLICIES

The investment objective of DFA/AEW Real Estate Securities Portfolio is to
achieve long-term capital appreciation. The investment objective of the
Portfolio may not be changed without the affirmative vote of a majority of the
outstanding securities of the Portfolio. The Portfolio will concentrate
investments in readily marketable equity securities of companies whose principal
activities include development, ownership, construction, management, or sale of
residential, commercial or industrial real estate. Initially, investments will
include, principally, equity securities of companies in the following sectors of
the real estate industry: certain real estate investment trusts and companies
engaged in residential construction and firms, except partnerships, whose
principal business is to develop commercial property. In the future, the
Advisor may determine to include companies in other sectors of the real estate
industry in the Portfolio.

The Portfolio will invest in shares of real estate investment trusts
("REITS"). REITS pool investors' funds for investment primarily in income
producing real estate or real estate related loans or interests. A REIT is not
taxed on income distributed to shareholders if it complies with several
requirements relating to its organization, ownership, assets, and income and a
requirement that it distribute to its shareholders at least 95% of its taxable
income (other than net capital gains) for each taxable year. REITS can
generally be classified as Equity REITS, Mortgage REITS and Hybrid REITS.
Equity REITS invest the majority of their assets directly in real property and
derive their income primarily from rents. Equity REITS can also realize capital
gains by selling properties that have appreciated in value. Mortgage REITS
invest the majority of their assets in real estate mortgages and derive their
income primarily from interest payments. Hybrid REITS combine the
characteristics of both Equity REITS and Mortgage REITS. At the present time,
the Portfolio intends to invest only in Hybrid REITS and Equity REITS.

It is anticipated that, ordinarily, at least 80% of the net value of the
Portfolio will be invested in securities of companies in the U.S. real estate
industry. The Portfolio may invest a portion of its assets, ordinarily not more
than 20%, in high quality, highly liquid, fixed income securities such as money
market instruments, including short-term repurchase agreements. The Portfolio
will make equity investments only in securities traded in the U.S. securities
markets, principally on the NYSE, AMEX and OTC. In addition, the Portfolio is
authorized to lend its portfolio securities (see "SECURITIES LOANS"), and to
purchase and sell financial futures contracts and options thereon. The
Portfolio will not purchase future contracts or options, if as a result an
amount in excess of 5% of the net assets of the Portfolio would be deposited as
initial or variation margin for such contracts.

PORTFOLIO STRUCTURE

The Portfolio will operate as a "diversified" investment company. The
Advisor has prepared and will maintain a schedule of eligible investments
consisting of equity securities of all companies in the sectors of the real
estate industry described above as being presently eligible for investment. It
is the intention of the Portfolio to purchase a portion of the equity securities
of all of these companies on a market capitalization weighted basis.

The Portfolio will be structured by generally basing the amount of each
security purchased on the issuer's relative market capitalization in relation to
other eligible issuers in the real estate industry. However, even though a
company's stock may meet the applicable criteria described above, it will not be
purchased by the Portfolio if, at the time of purchase, in the judgment of the
Advisor or sub-advisor, the issuer is in extreme financial difficulty or is
involved in a merger or consolidation or is the subject of an acquisition which
could result in the company no longer being considered principally engaged in
the real estate business. In addition, the Advisor may exclude the securities
of a company that otherwise meets the applicable criteria described above if the
Advisor determines in its best judgment that other conditions exist that make
the inclusion of such security inappropriate.

Deviation from strict market capitalization weighting will also occur in
the Portfolio because it intends to purchase round lots only. In order to
retain sufficient liquidity, the relative amount of any security held by the
Portfolio may be reduced from time to time from the level which strict adherence
to market capitalization weighting would otherwise require. A portion, but
generally not in excess of 20%, of the Portfolio's assets may be invested in
interest-bearing obligations, as described above, thereby causing further
deviation from strict market capitalization weighting.

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<PAGE>

The Portfolio may make block purchases of eligible securities at opportune
prices even though such purchases exceed the number of shares which, at the time
of purchase, strict adherence to the policy of market capitalization weighting
would otherwise require. In addition, the Portfolio may acquire eligible
securities in exchange for the issuance of its shares. (See "In Kind
Purchases.") While such purchases and acquisitions might cause a temporary
deviation from market capitalization weighting, they would ordinarily be made in
anticipation of further growth of the assets of the Portfolio. If securities
must be sold in order to obtain funds to make redemption payments, such
securities may be repurchased by the Portfolio as additional cash becomes
available to it. However, the Portfolio has retained the right to borrow to
make redemption payments and is also authorized to redeem its shares in kind.
(See "REDEMPTION OF SHARES.") Further, because the securities of certain
companies whose shares are eligible for purchase are thinly traded, the
Portfolio might not be able to purchase the number of shares that strict
adherence to market capitalization weighting might require. On not less than a
semi-annual basis, the Advisor will prepare a schedule of eligible portfolio
companies. Only equity securities appearing on the then current schedule will
be purchased for the Portfolio.

Investments will not be based upon an issuer's dividend payment policy or
record. However, many of the companies whose securities will be included in the
Portfolio do pay dividends. It is anticipated, therefore, that the Portfolio
will receive dividend income. Periodically, the Advisor may expand the
Portfolio's schedule of eligible investments to include equity securities of
companies in sectors of the real estate industry in addition to those described
above as eligible for investment as of the date of this prospectus.

PORTFOLIO TRANSACTIONS

The Portfolio does not intend to purchase or sell securities based on the
prospects for the economy, the securities markets or, generally, the individual
issuers whose shares are eligible for purchase. As described under "Portfolio
Structure," investments will be made in virtually all eligible securities on a
market capitalization weighted basis. This is a passive approach to investment
management that does not entail taking steps to reduce the risk of loss by
replacing portfolio equity securities with other securities that appear to have
the potential to provide better investment performance.

Generally, securities will be purchased with the expectation that they will
be held for longer than one year. However, securities may be sold at any time
when, in the Advisor's judgment, circumstances warrant their sale. Generally,
securities will not be sold to realize short-term profits, but when
circumstances warrant, they may be sold without regard to the length of time
held.

VALUE PORTFOLIOS

PORTFOLIO CHARACTERISTICS AND POLICIES

The investment objective of each of these Portfolios is to achieve long-
term capital appreciation. U.S. Large Cap Value Portfolio and U.S. Small Cap
Value Portfolio will pursue their investment objectives by investing all of
their assets in U.S. Large Cap Value Series (the "Large Cap Value Series") and
U.S. Small Cap Value Series (the "Small Cap Value Series") of the Trust,
respectively. Each Value Series has the same investment objective and policies
as the corresponding Value Portfolio. Each of the Series will invest in common
stocks of U.S. companies with shares that have a high book value in relation to
their market value (a "book to market ratio"). A company's shares will be
considered to have a high book to market ratio if the ratio equals or exceeds
the ratios of any of the 30% of companies with the highest positive book to
market ratios whose shares are listed on the NYSE and, except as described under
"Portfolio Structure," will be considered eligible for investment. Large Cap
Value Series will purchase common stocks of companies whose market
capitalizations equal or exceed that of the company having the median market
capitalization of companies whose shares are listed on the NYSE, and the Small
Cap Value Series will purchase common stocks of companies whose market
capitalizations are smaller than such company.

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<PAGE>

PORTFOLIO STRUCTURE

Each Series will operate as a "diversified" investment company. Further,
neither Series will invest more than 25% of its total assets in securities of
companies in a single industry. Ordinarily, at least 80% of the assets of each
Series will be invested in a broad and diverse group of readily marketable
common stocks of U.S. companies with high book to market ratios, as described
above. The Series may invest a portion of their assets, ordinarily not more
than 20%, in high quality, highly liquid fixed income securities such as money
market instruments, including short-term repurchase agreements. The Series will
purchase securities that are listed on the principal U.S. national securities
exchanges and traded OTC.

Each of the Value Series will be structured on a market capitalization
basis, by generally basing the amount of each security purchased on the issuer's
relative market capitalization, with a view to creating in each Series a
reasonable reflection of the relative market capitalizations of its portfolio
companies. However, the Advisor may exclude the securities of a company that
otherwise meets the applicable criteria described above if the Advisor
determines in its best judgment that other conditions exist that make the
inclusion of such security inappropriate.

Deviation from strict market capitalization weighting will also occur in
the Series because they intend to purchase round lots only. In order to retain
sufficient liquidity, the relative amount of any security held by a Series may
be reduced, from time to time, from the level which strict adherence to market
capitalization weighting would otherwise require. A portion, but generally not
in excess of 20%, of a Series' assets may be invested in interest-bearing
obligations, as described above, thereby causing further deviation from strict
market capitalization weighting. The Series may make block purchases of
eligible securities at opportune prices even though such purchases exceed the
number of shares which, at the time of purchase, strict adherence to the policy
of market capitalization weighting would otherwise require. In addition, the
Series and the Portfolios may acquire eligible securities in exchange for the
issuance of their shares. (See "In Kind Purchases.") While such purchases and
acquisitions might cause a temporary deviation from market capitalization
weighting, they would ordinarily be made in anticipation of further growth of
the assets of a Series.

On not less than a semi-annual basis, for each Series the Advisor will
calculate the book to market ratio necessary to determine those companies whose
stocks are eligible for investment.

PORTFOLIO TRANSACTIONS

The Series do not intend to purchase or sell securities based on the
prospects for the economy, the securities markets or the individual issuers
whose shares are eligible for purchase. As described under "Portfolio
Structure," investments will be made in virtually all eligible securities on a
market capitalization weighted basis. This is a passive approach to investment
management that does not entail taking steps to reduce risk by replacing
portfolio equity securities with other securities that appear to have the
potential to provide better investment performance.

Generally, securities will be purchased with the expectation that they will
be held for longer than one year. Large Cap Value Series may sell portfolio
securities when the issuer's market capitalization falls substantially below
that of the issuer with the minimum market capitalization which is then eligible
for purchase by the Series, and Small Cap Value Series may sell portfolio
securities when the issuer's market capitalization increases to a level that
substantially exceeds that of the issuer with the largest market capitalization
which is then eligible for investment by the Series. However, securities may be
sold at any time when, in the Advisor's judgment, circumstances warrant their
sale.

In addition, Large Cap Value Series may sell portfolio securities when
their book to market ratio falls substantially below that of the security with
the lowest such ratio that is then eligible for purchase by the Series. Small
Cap Value Series may also sell portfolio securities in the same circumstances,
however, that Series anticipates generally to retain securities of issuers with
relatively smaller market capitalizations for longer periods, despite any
decrease in the issuer's book to market ratio.

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RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of RWB/DFA International High Book to Market
Portfolio is to achieve long-term capital appreciation. The Portfolio pursues
its objective by investing all of its assets in The DFA International Value
Series of the Trust (the "International Value Series"), which has the same
investment objective and policies as the Portfolio. The International Value
Series operates as a diversified investment company and seeks to achieve its
objective by investing in the stocks of large non-U.S. companies that have a
high book value in relation to their market value (a "book to market ratio").
The shares of a company in any given country will be considered to have a high
book to market ratio if the ratio equals or exceeds the ratios of any of the 30%
of companies in that country with the highest positive book to market ratios
whose shares are listed on a major exchange, and, except as described below,
will be considered eligible for investment. The International Value Series
intends to invest in the stocks of large companies in countries with developed
markets. Initially, the International Value Series will invest in the stocks of
large companies in Japan, the United Kingdom, Germany, France, Switzerland,
Italy, Belgium, Spain, the Netherlands, Sweden, Hong Kong, Singapore and
Australia. As the Series' asset growth permits, it may invest in the stocks of
large companies in other developed markets.

Under normal market conditions, at least 65% of the International Value
Series' assets will be invested in companies organized or having a majority of
their assets in or deriving a majority of their operating income in at least
three non-U.S. countries and no more than 40% of the Series' assets will be
invested in such companies in any one country. The International Value Series
reserves the right to invest in index futures contracts to commit funds awaiting
investment or to maintain liquidity. The International Value Series will not
purchase futures contracts if as a result more than 5% of its total assets would
then consist of initial and variation margin deposits on such contracts. Such
investments entail certain risks. (See "RISK FACTORS - ALL PORTFOLIOS.") The
International Value Series also may invest up to 5% of its assets in convertible
debentures issued by large non-U.S. companies.

The International Value Series intends to invest in companies having at
least $500 million of market capitalization and the Series will be approximately
market capitalization weighted. In determining market capitalization weights,
the Advisor, using its best judgment, will seek to eliminate the effect of cross
holdings on the individual country weights. As a result, the weighting of
certain countries in the International Value Series may vary from their
weighting in international indices such as those published by The Financial
Times, Morgan Stanley Capital International or Salomon/Russell. The Advisor,
however, will not attempt to account for cross holding within the same country.
The Advisor may exclude the stock of a company that otherwise meets the
applicable criteria if the Advisor determines in its best judgment that other
conditions exist that make the purchase of such stock for the International
Value Series inappropriate.

Deviation from market capitalization weighting will occur because the
International Value Series intends to purchase round lots only. In order to
retain sufficient liquidity, the relative amount of any security held by the
International Value Series may be reduced from time to time from the level which
adherence to market capitalization weighting would otherwise require. A
portion, but generally not in excess of 20%, of the International Value Series'
assets may be invested in interest-bearing obligations, such as money-market
instruments, thereby causing further deviation from market capitalization
weighting. Such investments would be made on a temporary basis pending
investment in equity securities pursuant to the International Value Series
investment objective. A further deviation from market capitalization weighting
may occur if the International Value Series invests a portion of its assets in
convertible debentures.

The International Value Series may make block purchases of eligible
securities at opportune prices even though such purchases exceed the number of
shares which, at the time of purchase, adherence to the policy of market
capitalization weighting would otherwise require. In addition, the
International Value Series may acquire eligible securities in exchange for the
issuance of its shares. (See "In Kind Purchases.") While such transactions
might cause a temporary deviation from market capitalization weighting, they
would ordinarily be made in anticipation of further growth of the assets of the
International Value Series.

Changes in the composition and relative ranking (in terms of market
capitalization and book to market ratio) of the stocks which are eligible for
purchase by the International Value Series take place with every trade when

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the securities markets are open for trading due, primarily, to price
fluctuations of such securities. On a periodic basis, the Advisor will prepare
lists of eligible large companies with high book to market ratios whose stock
are eligible for investment; such list will be revised not less than semi-
annually. Only common stocks whose market capitalizations are not less than the
minimum on such list will be purchased by the International Value Series.
Additional investments will not be made in securities which have depreciated in
value to such an extent that they are not then considered by the Advisor to be
large companies. This may result in further deviation from market
capitalization weighting and such deviation could be substantial if a
significant amount of the International Value Series' holdings decrease in value
sufficiently to be excluded from the then current market capitalization
requirement for eligible securities, but not by a sufficient amount to warrant
their sale.

It is management's belief that the stocks of large companies with high book
to market ratios offer, over a long term, a prudent opportunity for capital
appreciation, but, at the same time, selecting a limited number of such issues
for inclusion in the International Value Series involves greater risk than
including a large number of them. The Advisor does not anticipate that a
significant number of securities which meet the market capitalization criteria
will be selectively excluded from the International Value Series.

The International Value Series does not seek current income as an
investment objective and investments will not be based upon an issuer's dividend
payment policy or record. However, many of the companies whose securities will
be included in the International Value Series do pay dividends. It is
anticipated, therefore, that the International Value Series will receive
dividend income.

Securities which have depreciated in value since their acquisition will not
be sold by the International Value Series solely because prospects for the
issuer are not considered attractive, or due to an expected or realized decline
in securities prices in general. Securities may be disposed of, however, at any
time when, in the Advisor's judgment, circumstances warrant their sale, such as
tender offers, mergers and similar transactions, or bids made for block
purchases at opportune prices. Generally, securities will not be sold to
realize short-term profits, but when circumstances warrant, they may be sold
without regard to the length of time held. Generally, securities will be
purchased with the expectation that they will be held for longer than one year,
and will be held until such time as they are no longer considered an appropriate
holding in light of the policy of maintaining a portfolio of companies with
large market capitalizations and high book to market ratios.

DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the DFA International Small Cap Value Portfolio
is to achieve long-term capital appreciation. The Portfolio pursues its
objective by investing in the stocks of small non-U.S. companies that have a
high book to market ratio. The Investment Committee of the Advisor will
initially set the standards for determining whether the shares of a company in
any given country will be considered to have a high book to market ratio. Such
shares will be considered eligible for investment. The Investment Committee
will periodically review its standards for determining high book to market value
and will adjust the standards accordingly. The Portfolio intends to invest in
the stocks of small companies in countries with developed markets. Initially,
the Portfolio will invest in the stocks of small companies in Japan, the United
Kingdom, Germany, France, Switzerland, Italy, Belgium, Spain, the Netherlands,
Sweden, Hong Kong, Singapore and Australia. As the Portfolio's asset growth
permits, it may invest in the stocks of small companies in other developed
markets.

Under normal market conditions, at least 65% of the Portfolio's assets will
be invested in companies organized or having a majority of their assets in or
deriving a majority of their operating income in at least three non-U.S.
countries and no more than 40% of the Portfolio's assets will be invested in
such companies in any one country. The Portfolio reserves the right to invest
in index futures contracts to commit funds awaiting investment or to maintain
liquidity. The Portfolio will not purchase futures contracts if as a result
more than 5% of its total assets would then consist of initial and variation
margin deposits on such contracts. The Portfolio also may invest up to 5% of
its assets in convertible debentures issued by small non-U.S. companies.

The Portfolio intends to invest in companies having no more than $500
million of market capitalization. The Advisor believes that such maximum amount
accounts for variations in company size among countries and

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provides a sufficient universe of eligible companies. The Portfolio will be
approximately market capitalization weighted. In determining market
capitalization weights, the Advisor, using its best judgment, will seek to
eliminate the effect of cross holdings on the individual country weights. As a
result, the weighting of certain countries in the Portfolio may vary from their
weighting in international indices such as those published by The Financial
Times, Morgan Stanley Capital International or Salomon/Russell. The Advisor,
however, will not attempt to account for cross holding within the same country.
The Advisor may exclude the stock of a company that otherwise meets the
applicable criteria if the Advisor determines in its best judgment that other
conditions exist that make the purchase of such stock for the Portfolio
inappropriate.

Deviation from market capitalization weighting will occur because the
Portfolio intends to purchase round lots only. In order to retain sufficient
liquidity, the relative amount of any security held by the Portfolio may be
reduced from time to time from the level which adherence to market
capitalization weighting would otherwise require. A portion, but generally not
in excess of 20%, of the Portfolio's assets may be invested in interest-bearing
obligations, such as money-market instruments, thereby causing further deviation
from market capitalization weighting. Such investments would be made on a
temporary basis pending investment in equity securities pursuant to the
Portfolio's investment objective. A further deviation from market
capitalization weighting may occur if the Portfolio invests a portion of its
assets in convertible debentures.

Changes in the composition and relative ranking (in terms of market
capitalization and book to market ratio) of the stocks which are eligible for
purchase by the Portfolio take place with every trade when the securities
markets are open for trading due, primarily, to price fluctuations of such
securities. On a periodic basis, the Advisor will prepare a list of eligible
small companies with high book to market ratios whose stock are eligible for
investment; such list will be revised not less than semi-annually. Only commons
stocks whose market capitalizations are not greater than the maximum on such
list will be purchased by the Portfolio. Additional investments will not be
made in securities which have appreciated in value to such an extent that they
are not then considered by the Advisor to be small companies. This may result
in further deviation from market capitalization weighting and such deviation
could be substantial if a significant amount of the Portfolio's holdings
increase in value sufficiently to be excluded from the then current market
capitalization requirement for eligible securities, but not by a sufficient
amount to warrant their sale.

It is management's belief that the stocks of small companies with high book
to market ratios offer, over a long term, a prudent opportunity for capital
appreciation, but, at the same time, selecting a limited number of such issues
for inclusion in the Portfolio involves greater risk than including a large
number of them. The Advisor does not anticipate that a significant number of
securities which meet the market capitalization criteria will be selectively
excluded from the Portfolio.

The Portfolio does not intend to purchase or sell securities based on the
prospects for the economy, the securities market or the individual issues whose
shares are eligible for purchase. Securities may be disposed of, however, at
any time when, in the Advisor's judgment, circumstances warrant their sale, such
as tender offers, mergers and similar transactions, or bids made for block
purchases at opportune prices. Generally, securities will not be sold to
realize short-term profits, but when circumstances warrant, they may be sold
without regard to the length of time held. Generally, securities will be
purchased with the expectation that they will be held for longer than one year,
and will be held until such time as they are no longer considered an appropriate
holding in light of the policy of maintaining a portfolio of companies with
small market capitalizations and high book to market ratios. The annual
portfolio turnover rate of the Portfolio is not expected to exceed 20%.

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EMERGING MARKETS PORTFOLIO

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Emerging Markets Portfolio is to achieve
long-term capital appreciation. The Portfolio pursues its objective by
investing all of its assets in the Emerging Markets Series of the Trust (the
"Emerging Markets Series"), which has the same investment objective and policies
as the Portfolio. The Emerging Markets Series operates as a diversified
investment company and seeks to achieve its investment objective by investing in
emerging markets designated by the Trust's Board of Trustees in consultation
with the Advisor ("Approved Markets"). The Emerging Markets Series invests its
assets primarily in Approved Market equity securities listed on bona fide
securities exchanges or actively traded on OTC markets. These exchanges or OTC
markets may be either within or outside the issuer's domicile country, and the
securities may be listed or traded in the form of International Depository
Receipts ("IDRs") or American Depository Receipts ("ADRs").

Under normal market conditions, the Emerging Markets Series will invest at
least 65% of its assets in Approved Market securities. Approved Market
securities are defined to be (a) securities of companies organized in a country
in an Approved Market or for which the principal trading market is in an
Approved Market, (b) securities issued or guaranteed by the government of an
Approved Market country, its agencies or instrumentalities, or the central bank
of such country, (c) securities denominated in an Approved Market currency
issued by companies to finance operations in Approved Markets, (d) securities of
companies that derive at least 50% of their revenues primarily from either goods
or services produced in Approved Markets or sales made in Approved Markets and
(e) Approved Markets equity securities in the form of depositary shares.
Securities of Approved Markets may include securities of companies that have
characteristics and business relationships common to companies in other
countries. As a result, the value of the securities of such companies may
reflect economic and market forces in such other countries as well as in the
Approved Markets. The Advisor, however, will select only those companies which,
in its view, have sufficiently strong exposure to economic and market forces in
Approved Markets such that their value will tend to reflect developments in
Approved Markets to a greater extent than developments in other regions. For
example, the Advisor may invest in companies organized and located in the United
States or other countries outside of Approved Markets, including companies
having their entire production facilities outside of Approved Markets, when such
companies meet the definition of Approved Markets securities so long as the
Advisor believes at the time of investment that the value of the company's
securities will reflect principally conditions in Approved Markets.

The Advisor defines the term "emerging market" to mean a country which is
considered to be an emerging market by the International Finance Corporation.
Approved emerging markets may not include all such emerging markets. In
determining whether to approve markets for investment, the Board of Trustees
will take into account, among other things, market liquidity, investor
information, government regulation, including fiscal and foreign exchange
repatriation rules and the availability of other access to these markets by the
investors of the Emerging Markets Series.

The following countries are currently designated as Approved Markets:
Argentina, Brazil, Chile, Indonesia, Malaysia, Mexico, Portugal, Thailand,
Turkey, and Israel. Countries that may be approved in the future include but
are not limited to Republic of China (Taiwan), which is effectively closed to
foreign investors at present, and Colombia, Greece, India, Jordan, Nigeria,
Pakistan, Philippines, Venezuela and Zimbabwe.

The Emerging Markets Series may invest up to 35% of its assets in
securities of issuers that are not Approved Markets securities, but whose
issuers the Advisor believes derive a substantial proportion, but less than 50%,
of their total revenues from either goods and services produced in, or sales
made in, Approved Markets.

Pending the investment of new capital in Approved Market equity securities,
the Emerging Markets Series will typically invest in money market instruments or
other highly liquid debt instruments denominated in U.S. dollars (including,
without limitation, repurchase agreements). In addition, the Emerging Markets
Series may, for liquidity, or for temporary defensive purposes during periods in
which market or economic or political conditions warrant, purchase highly liquid
debt instruments or hold freely convertible currencies, although the Series does
not expect the aggregate of all such amounts to exceed 10% of its net assets
under normal circumstances.

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The Emerging Markets Series also may invest in shares of other investment
companies that invest in one or more Approved Markets, although it intends to do
so only where access to those markets is otherwise significantly limited. The
Emerging Markets Series may also invest in money market mutual funds for
temporary cash management purposes. The Investment Company Act of 1940 limits
investment by the Series in shares of other investment companies to no more than
10% of the value of the Series' total assets. If The Emerging Markets Series
invests in another investment company, the Series' shareholders will bear not
only their proportionate share of expenses of the Series (including operating
expenses and the fees of the Advisor), but also will bear indirectly similar
expenses of the underlying investment company. In some Approved Markets it will
be necessary or advisable for the Emerging Markets Series to establish a wholly-
owned subsidiary or a trust for the purpose of investing in the local markets.
The Emerging Markets Series also may invest up to 5% of its assets in
convertible debentures issued by companies organized in Approved Markets.

PORTFOLIO STRUCTURE

The Emerging Market Series will seek a broad market coverage of larger
companies within each Approved Market. The Series will attempt to own shares of
companies whose aggregate overall share of the Approved Market's total public
market capitalization is at least the upper 40% of such capitalization, and can
be as large as 75%. The Series may not invest in all such companies or achieve
approximate market weights, due to constraints imposed within Approved Markets
(E.G., restrictions on purchases by foreigners), or by the Series' policy not to
invest more than 25% of its assets in any one industry. The Series may also
further limit the market coverage in the smaller emerging markets in order to
limit purchases of small market capitalization companies.

The policy of seeking broad market diversification means that the Advisor
will not utilize "fundamental" securities research techniques in identifying
securities selections. The decision to include or exclude the shares of an
issuer will be made primarily on the basis of such issuer's relative market
capitalization determined by reference to other companies located in the same
country. Company size is measured in terms of reference to other companies
located in the same country and in terms of local currencies in order to
eliminate the effect of variations in currency exchange rates. Even though a
company's stock may meet the applicable market capitalization criterion, it may
not be included in the Series for one or more of a number of reasons. For
example, in the Advisor's judgment, the issuer may be considered in extreme
financial difficulty, a material portion of its securities may be closely held
and not likely available to support market liquidity, or the issuer may be a
"passive foreign investment company" (as defined in the Internal Revenue Code of
1986, as amended). To this extent, there will be the exercise of discretion and
consideration by the Advisor which would not be present in the management of a
portfolio seeking to represent an established index of broadly traded domestic
securities (such as the S&P 500 Index). The Advisor will also exercise
discretion in determining the allocation of capital as between Approved Markets.

It is management's belief that equity investments offer, over a long term,
a prudent opportunity for capital appreciation, but, at the same time, selecting
a limited number of such issues for inclusion in the Series involves greater
risk than including a large number of them.

The Series does not seek current income as an investment objective and
investments will not be based upon an issuer's dividend payment policy or
record. However, many of the companies whose securities will be included in the
Series do pay dividends. It is anticipated, therefore, that the Series will
receive dividend income.

Generally, securities will be purchased with the expectation that they will
be held for longer than one year. However, securities may be disposed of at any
time when, in the Advisor's judgment, circumstances warrant their sale.

For the purpose of converting U.S. dollars to another currency, or vice
versa, or converting one foreign currency to another foreign currency, the
Emerging Markets Series may enter into forward foreign exchange contracts. In
addition, to hedge against changes in the relative value of foreign currencies,
the Series may purchase foreign currency futures contracts. The Series will
only enter into such a futures contract if it is expected that the Series will
be able readily to close out such contract. There can, however, be no assurance
that it will be able in any particular case to do so, in which case the Series
may suffer a loss.

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SECURITIES LOANS

All of the Portfolios and the corresponding Series of the Trust are
authorized to lend securities to qualified brokers, dealers, banks and other
financial institutions for the purpose of earning additional income, although
inasmuch as the Feeder Portfolios will only hold shares of a corresponding
Series, these Portfolios do not intend to lend those shares. While a Portfolio
or Series may earn additional income from lending securities, such activity is
incidental to the investment objective of a Portfolio or Series. The value of
securities loaned may not exceed 33 1/3% of the value of a Portfolio's or
Series' total assets. In connection with such loans, a Portfolio or Series will
receive collateral consisting of cash or U.S. Government securities, which will
be maintained at all times in an amount equal to at least 100% of the current
market value of the loaned securities. In addition, the Portfolios and Series
will be able to terminate the loan at any time, will receive reasonable interest
on the loan, as well as amounts equal to any dividends, interest or other
distributions on the loaned securities. In the event of the bankruptcy of the
borrower, the Fund or the Trust could experience delay in recovering the loaned
securities. Management believes that this risk can be controlled through
careful monitoring procedures.

INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME PORTFOLIOS

DFA ONE-YEAR FIXED INCOME PORTFOLIO

The investment objective of DFA One-Year Fixed Income Portfolio is to
achieve a stable real value (i.e. a return in excess of the rate of inflation)
of invested capital with a minimum of risk. This objective will be pursued by
investing the assets of the Portfolio in DFA One-Year Fixed Income Series of the
Trust (the "One-Year Fixed Income Series"), which has the same investment
objective and policies as the Portfolio. The One-Year Fixed Income Series will
invest in U.S. government obligations, U.S. government agency obligations,
dollar denominated obligations of foreign issuers issued in the U.S., bank
obligations, including U.S. subsidiaries and branches of foreign banks,
corporate obligations, commercial paper, repurchase agreements and obligations
of supranational organizations. Generally, the Series will acquire obligations
which mature within one year from the date of settlement, but substantial
investments may be made in obligations maturing within two years from the date
of settlement when greater returns are available. It is the Series' policy that
the weighted average length of maturity of investments will not exceed one year.
The Series principally invests in certificates of deposit, commercial paper,
bankers' acceptances, notes and bonds. The Series will invest more than 25% of
its total assets in obligations of U.S. and/or foreign banks and bank holding
companies when the yield to maturity on these instruments exceeds the yield to
maturity on all other eligible portfolio investments of similar quality for a
period of five consecutive days when the NYSE is open for trading. (See
"Investments in the Banking Industry.")

DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO

The investment objective of DFA Two-Year Corporate Fixed Income Portfolio
is to maximize total returns consistent with the preservation of capital. This
objective will be pursued by investing the assets of the Portfolio in

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<PAGE>

DFA Two-Year Corporate Fixed Income Series of the Trust (the "Two-Year Corporate
Fixed Income Series"), which is expected to commence operations in February,
1996. The Two-Year Corporate Fixed Income Series will have the same investment
objective and policies as the Portfolio. The Two-Year Corporate Fixed Income
Series will invest in U.S. government obligations, U.S. government agency
obligations, dollar denominated obligations of foreign issuers issued in the
U.S., bank obligations, including U.S. subsidiaries and branches of foreign
banks, corporate obligations, commercial paper, repurchase agreements and
obligations of supranational organizations. It is the Series' policy to acquire
obligations which mature within two years from the date of settlement. The
Series principally invests in certificates of deposit, commercial paper,
bankers' acceptances, notes and bonds. The Series will invest more than 25% of
its total assets in obligations of U.S. and/or foreign banks and bank holding
companies when the yield to maturity on these instruments exceeds the yield to
maturity on all other eligible portfolio investments of similar quality for a
period of five consecutive days when the NYSE is open for trading. (See
"Investments in the Banking Industry.")

DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO

The investment objective of DFA Two-Year Global Fixed Income Portfolio is
to maximize total returns consistent with preservation of capital. This
objective will be pursued by investing the assets of the Portfolio in DFA Two-
Year Global Fixed Income Series of the Trust (the "Two-Year Global Fixed Income
Series"), which is expected to commence operations in February, 1996. The Two-
Year Global Fixed Income Series will have the same investment objective and
policies as the Portfolio. The Two-Year Global Fixed Income Series will invest
in obligations issued or guaranteed by the U.S. and foreign governments, their
agencies and instrumentalities, corporate debt obligations, bank obligations,
commercial paper, repurchase agreements, obligations of other domestic and
foreign issuers having quality ratings meeting the minimum standards described
in "Description of Investments," securities of domestic or foreign issuers
denominated in U.S. dollars but not trading in the United States, and
obligations of supranational organizations, such as the World Bank, the European
Investment Bank, European Economic Community and European Coal and Steel
Community. At the present time, the Advisor expects that most investments will
be made in the obligations of issuers which are in developed countries, such as
those countries which are members of the Organization of Economic Cooperations
and Development ("OECD"). However, in the future, the Advisor anticipates
investing in issuers located in other countries as well. Under normal market
conditions, the Series will invest at least 65% of the value of its assets in
issuers organized or having a majority of their assets in, or deriving a
majority of their operating income in, at least three different countries, one
of which may be the United States.

The Series will acquire obligations which mature within two years from the
date of settlement. Because many of the Series' investments will be denominated
in foreign currencies, the Series will also enter into forward foreign currency
contracts solely for the purpose of hedging against fluctuations in currency
exchange rates. The Series will invest more than 25% of its total assets in
obligations of U.S. and/or foreign banks and bank holding companies when the
yield to maturity on these instruments exceeds the yield to maturity on all
other eligible portfolio investments of similar quality for a period of five
consecutive days when the NYSE is open for trading. (See "Investment in the
Banking Industry.")

DFA GLOBAL FIXED INCOME PORTFOLIO

The investment objective of DFA Global Fixed Income Portfolio is to provide
a market rate of return for a fixed income portfolio with low relative
volatility of returns. The Portfolio will invest primarily in obligations
issued or guaranteed by the U.S. and foreign governments, their agencies and
instrumentalities, obligations of other foreign issuers rated AA or better,
corporate debt obligations, bank obligations, commercial paper rated as set
forth in "Description of Investments" and supranational organizations, such as
the World Bank, the European Investment Bank, European Economic Community, and
European Coal and Steel Community. At the present time, the Advisor expects
that most investments will be made in the obligations of issuers which are
developed countries, such as those countries which are members of the
Organization of Economic Cooperation and Development (OECD). However, in the
future, the Advisor anticipates investing in issuers located in other countries
as well. Under normal market conditions, the Portfolio will invest at least 65%
of the value of its assets in issuers organized or having a majority of their
assets in, or deriving a majority of their operating income in, at least three
different countries, one of which may be the United States. The Portfolio will
acquire obligations which mature within ten years from the date of settlement.
Because many of the Portfolio's investments will be denominated in foreign
currencies, the Portfolio will also enter into forward foreign currency
contracts solely for the purpose of hedging against fluctuations in currency
exchange rates.

DFA TWO-YEAR GOVERNMENT PORTFOLIO

The investment objective of DFA Two-Year Government Portfolio is to
maximize total returns available from the universe of debt obligations of the
U.S. government and U.S. government agencies and consistent with the
preservation of capital. This objective will be pursued by investing the assets
of the Portfolio in the DFA Two-Year Government Series of the Trust (the "Two-
Year Government Series"), which is expected to commence operations in February,
1996. The Two-Year Government Series will have the same investment objective
and policies as the Portfolio. Generally, the Two-Year Government Series will
acquire U.S. government obligations and U.S. government agency obligations that
mature within two years from the date of settlement. The Series will also
acquire repurchase agreements.

DFA FIVE-YEAR GOVERNMENT PORTFOLIO

The investment objective of DFA Five-Year Government Portfolio is to
maximize total returns available from the universe of debt obligations of the
U.S. government and U.S. government agencies. Generally, the Portfolio

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will acquire U.S. government obligations and U.S. government agency obligations
that mature within five years from the date of settlement. The Portfolio will
also acquire repurchase agreements.

DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO

The investment objective of DFA Intermediate Government Fixed Income
Portfolio is to earn current income consistent with preservation of capital.
The Portfolio will invest in non-callable obligations issued or guaranteed by
the U.S. government and U.S. government agencies, AAA-rated dollar denominated
obligations of foreign governments, obligations of supranational organizations,
and futures contracts on U.S. Treasury securities. Since government guaranteed
mortgage-backed securities are considered callable, such securities will not be
included in the Portfolio.

Generally, the Portfolio will hold securities with maturities of between
five and fifteen years. The Portfolio will not shift the maturity of its
investments in anticipation of interest rate movements and ordinarily will have
an average weighted maturity of between seven to ten years. One of the benefits
of the Portfolio is expected to be that in a period of steeply falling interest
rates, the Portfolio should perform well because of its average weighted
maturity and the high quality and non-callable nature of its investments. The
Portfolio is expected to match or exceed the returns of the Lehman Brothers
Treasury Index, without exceeding the volatility of that Index.

The Portfolio may invest more than 5% of its assets in the obligations of
foreign governments. Those obligations at the time of purchase must be either
rated in the highest rating category of a nationally recognized statistical
rating organization or, in the case of any obligation that is unrated, of
comparable quality. The Portfolio also may invest in futures contracts on U.S.
Treasury securities or options on such contracts for the purposes of remaining
fully invested and maintaining liquidity to pay redemptions. However, the
Portfolio will not purchase futures contracts or options thereon if as a result
more than 5% of its total assets would then consist of initial and variation
margin deposits on such contracts or options. Such investments entail certain
risks. (See "RISK FACTORS - ALL PORTFOLIOS.")

DESCRIPTION OF INVESTMENTS

The following is a description of the categories of investments which may
be acquired by the Fixed Income Portfolios, the One-Year Fixed Income, Two-Year
Corporate Fixed Income, Two-Year Government and Two-Year Global Fixed Income
Series.

Permissible
Categories:
-----------

DFA One-Year Fixed Income Series 1-6, 8
DFA Two-Year Corporate Fixed Income Series 1-6, 8
DFA Two-Year Government Series 1, 2, 6
DFA Five-Year Government Portfolio 1, 2, 6
DFA Two-Year Global Fixed Income Series 1-10
DFA Global Fixed Income Portfolio 1-10
DFA Intermediate Government Fixed Income Portfolio 1, 2, 6, 7, 8

1. U.S. GOVERNMENT OBLIGATIONS - Debt securities issued by the U.S.
Treasury which are direct obligations of the U.S. government, including bills,
notes and bonds.

2. U.S. GOVERNMENT AGENCY OBLIGATIONS - Issued or guaranteed by U.S.
government-sponsored instrumentalities and federal agencies, including the
Federal National Mortgage Association, Federal Home Loan Bank and the Federal
Housing Administration.

3. CORPORATE DEBT OBLIGATIONS - Non-convertible corporate debt securities
(e.g., bonds and debentures) which are issued by companies whose commercial
paper is rated Prime-1 by Moody's Investors Services, Inc. ("Moody's") or A-1 by
S&P and dollar-denominated obligations of foreign issuers issued in the U.S. If
the issuer's commercial paper is unrated, then the debt security would have to
be rated at least AA by S&P or Aa2 by

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Moody's. If there is neither a commercial paper rating nor a rating of the debt
security, then the Advisor must determine that the debt security is of
comparable quality to equivalent issues of the same issuer rated at least AA or
Aa2.

4. BANK OBLIGATIONS - Obligations of U.S. banks and savings and loan
associations and dollar-denominated obligations of U.S. subsidiaries and
branches of foreign banks, such as certificates of deposit (including marketable
variable rate certificates of deposit) and bankers' acceptances. Bank
certificates of deposit will only be acquired if the bank has assets in excess
of $1,000,000,000.

5. COMMERCIAL PAPER - Rated, at the time of purchase, A-1 or better by
S&P or Prime-1 by Moody's, or, if not rated, issued by a corporation having an
outstanding unsecured debt issue rated Aaa by Moody's or AAA by S&P, and having
a maximum maturity of nine months.

6. REPURCHASE AGREEMENTS - Instruments through which the Portfolios
purchase securities ("underlying securities") from a bank, or a registered U.S.
government securities dealer, with an agreement by the seller to repurchase the
security at an agreed price, plus interest at a specified rate. The underlying
securities will be limited to U.S. government and agency obligations described
in (1) and (2) above. The Portfolios will not enter into a repurchase agreement
with a duration of more than seven days if, as a result, more than 10% of the
value of the Portfolio's total assets would be so invested. The Portfolios will
also only invest in repurchase agreements with a bank if the bank has at least
$1,000,000,000 in assets and is approved by the Investment Committee. The
Advisor will monitor the market value of the securities plus any accrued
interest thereon so that they will at least equal the repurchase price.

7. FOREIGN GOVERNMENT AND AGENCY OBLIGATIONS - Bills, notes, bonds and
other debt securities issued or guaranteed by foreign governments, or their
agencies and instrumentalities.

8. SUPRANATIONAL ORGANIZATION OBLIGATIONS - Debt securities of
supranational organizations such as the European Coal and Steel Community, the
European Economic Community and the World Bank, which are chartered to promote
economic development.

9. FOREIGN ISSUER OBLIGATIONS - Debt securities of non U.S. issuers rated
AA or better by S&P and Aa2 or better by Moody's.

10. EURODOLLAR OBLIGATIONS - Debt securities of domestic or foreign
issuers denominated in U.S. dollars but not trading in the United States.

INVESTMENTS IN THE BANKING INDUSTRY

The One-Year Fixed Income Series, Two-Year Corporate Fixed Income Series
and Two-Year Global Fixed Income Series will invest more than 25% of their total
respective assets in obligations of U.S. and/or foreign banks and bank holding
companies when the yield to maturity on these investments exceeds the yield to
maturity on all other eligible portfolio investments for a period of five
consecutive days when the NYSE is open for trading. For the purpose of this
policy, which is a fundamental policy of each Series and can only be changed by
a vote of the shareholders of each Series, banks and bank holding companies are
considered to constitute a single industry, the banking industry. The DFA One-
Year Fixed Income Portfolio, DFA Two-Year Corporate Fixed Income Portfolio and
DFA Two-Year Global Fixed Income Portfolio each have the same fundamental
policy, which can only be changed by a vote of each Portfolio's shareholders,
except that the policy of each Portfolio does not apply to the extent that all
or substantially all of its assets are invested in its respective Series. When
investment in such obligations exceeds 25% of the total net assets of any of
these Series, such Series will be considered to be concentrating its investments
in the banking industry. As of the date of this prospectus, the One-Year Fixed
Income Series is concentrating its investment in this industry.

The types of bank and bank holding company obligations in which the
One-Year Fixed Income Series, Two-Year Corporate Fixed Income Series and DFA
Two-Year Global Fixed Income Series may invest include: dollar-denominated
certificates of deposit, bankers' acceptances, commercial paper and other debt
obligations issued in the United States and which mature within two years of the
date of settlement, provided such obligations meet each Series' established
credit rating criteria as stated under "Description of Investments." In
addition, all

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three Series are authorized to invest more than 25% of its total assets in
Treasury bonds, bills and notes and obligations of federal agencies and
instrumentalities.

PORTFOLIO STRATEGY

The One-Year Fixed Income Series, Two-Year Corporate Fixed Income Series
and Two-Year Global Fixed Income Series will be managed with a view to capturing
credit risk premiums and term or maturity premiums. As used herein, the term
"credit risk premium" means the anticipated incremental return on investment for
holding obligations considered to have greater credit risk than direct
obligations of the U.S. Treasury, and "maturity risk premium" means the
anticipated incremental return for holding securities having maturities of
longer than one month compared to securities having a maturity of one month.
The Advisor believes that credit risk premiums are available largely through
investment in high grade commercial paper, certificates of deposit and corporate
obligations. The holding period for assets of the Series will be chosen with a
view to maximizing anticipated monthly returns, net of trading costs.

The One-Year Fixed Income Series, Two-Year Corporate Fixed Income Series,
Two-Year Government Series, Two-Year Global Fixed Income Series and DFA
Five-Year Government Portfolio are expected to have high portfolio turnover
rates due to the relatively short maturities of the securities to be acquired.
The rate of portfolio turnover will depend upon market and other conditions; it
will not be a limiting factor when management believes that portfolio changes
are appropriate. It is anticipated that the annual turnover rate of the
One-Year Fixed Income Series, Two-Year Corporate Fixed Income Series and Two-
Year Global Fixed Income Series, respectively, could be 0% to 200%, Two-Year
Government Series and DFA Five-Year Government Portfolio could be 100% to 500%,
respectively, and DFA Intermediate Government Fixed Income Portfolio will be no
more than 25%. While the Fixed Income Portfolios, the One-Year Fixed Income
Series, Two-Year Corporate Fixed Income Series, Two-Year Global Fixed Income
Series and Two-Year Government Series acquire securities in principal
transactions and, therefore, do not pay brokerage commissions, the spread
between the bid and asked prices of a security may be considered to be a "cost"
of trading. Such costs ordinarily increase with trading activity. However, as
stated above, securities ordinarily will be sold when, in the Advisor's
judgment, the monthly return of a Portfolio, the One-Year Fixed Income Series,
Two-Year Corporate Fixed Income Series, Two-Year Government Series or the Two-
Year Fixed Income Series will be increased as a result of portfolio transactions
after taking into account the cost of trading. It is anticipated that
securities will be acquired in the secondary markets for short term instruments.

The DFA Global Fixed Income Portfolio will be managed with a view to
capturing maturity risk premiums. Ordinarily the Portfolio will invest
primarily in obligations issued or guaranteed by foreign governments and their
agencies and instrumentalities, obligations of other foreign issuers rated AA or
better and supranational organizations. Supranational issuers include the
European Economic Community, the European Coal and Steel Community, the Nordic
Investment Bank, the World Bank and the Japanese Development Bank. The
Portfolio will own obligations issued or guaranteed by the U.S. government and
its agencies and instrumentalities also. At times when, in the Advisor's
judgement, eligible foreign securities do not offer maturity risk premiums that
compare favorably with those offered by eligible U.S. securities, the Portfolio
will be invested primarily in the latter securities.

The DFA Global Fixed Income Portfolio is "non-diversified," as defined in
the Investment Company Act of 1940, which means that, as to 75% of its total
assets, more than 5% may be invested in the securities of a single issuer.
However, for purposes of the Internal Revenue Code, the Portfolio is
"diversified" because as to 50% of its total assets, no more than 5% may be
invested in the securities of a single issuer. The Portfolio will not invest
more than 25% of its assets in securities of companies in any one industry.
Management does not consider securities which are issued by the U.S. government
or its agencies or instrumentalities to be investments in an "industry."
However, management currently considers securities issued by a foreign
government to be subject to the 25% limitation, with the effect that not more
than 25% of the Portfolio's total assets will be invested in securities issued
by any one foreign government. The Portfolio will not invest more than 25% of
its total assets in obligations of supranational organizations. Finally, the
Portfolio might invest in certain securities issued by companies, such as Caisse
Nationale des Telecommunication, a communications company, whose obligations are
guaranteed by a foreign government. Management considers such a company to be
within a particular industry (in this case, the communications industry) and,
therefore, the Portfolio will invest in the securities of such a company only if
it can do so under the Portfolio's policy of not being concentrated in any
single industry.

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RISK FACTORS - ALL PORTFOLIOS

SMALL COMPANY SECURITIES

Typically, securities of small companies are less liquid than securities of
large companies. Recognizing this factor, the Small Company Portfolios, the 6-
10 Series and the Small Cap Value Series will endeavor to effect securities
transactions in a manner to avoid causing significant price fluctuations in the
market for these securities.

FOREIGN SECURITIES

The International Equity Portfolios, the International Value Series, DFA
Global Fixed Income Portfolio, One-Year Fixed Income Series, Two-Year Corporate
Fixed Income Series and Two-Year Global Fixed Income Series invest in foreign
issuers. Such investments involve risks that are not associated with
investments in U.S. public companies. Such risks may include legal, political
and or diplomatic actions of foreign governments, such as imposition of
withholding taxes on interest and dividend income payable on the securities
held, possible seizure or nationalization of foreign deposits, establishment of
exchange controls or the adoption of other foreign governmental restrictions
which might adversely affect the value of the assets held by the Portfolios and
the Series. Further, foreign issuers are not generally subject to uniform
accounting, auditing and financial reporting standards comparable to those of
U.S. public companies and there may be less publicly available information about
such companies than comparable U.S. companies. The One-Year Fixed Income
Series, Two-Year Corporate Fixed Income Series, Two-Year Global Fixed Income
Series and the Intermediate Government Fixed Income and Global Fixed Income
Portfolios may invest in obligations of supranational organizations. The value
of the obligations of these organizations may be adversely affected if one or
more of their supporting governments discontinue their support. Also, there can
be no assurance that any of the Portfolios will achieve its investment
objective.

INVESTING IN EMERGING MARKETS

The investments of the Emerging Markets Series involve risks in addition to
the usual risks of investing in developed foreign markets. A number of emerging
securities markets restrict, to varying degrees, foreign investment in stocks.
Repatriation of investment income, capital and the proceeds of sales by foreign
investors may require governmental registration and/or approval in some emerging
countries. In some jurisdictions, such restrictions and the imposition of taxes
are intended to discourage shorter rather than longer-term holdings. While the
Emerging Markets Series will invest only in markets where these restrictions are
considered acceptable to the Advisor, new or additional repatriation
restrictions might be imposed subsequent to the Series' investment. If such
restrictions were imposed subsequent to investment in the securities of a
particular country, the Series might, among other things, discontinue the
purchasing of securities in that country. Such restrictions will be considered
in relation to the Series' liquidity needs and other factors and may make it
particularly difficult to establish the fair market value of particular
securities from time to time. The valuation of securities held by the Emerging
Markets Series is the responsibility of the Trust's Board of Trustees, acting in
good faith and with advice from the Advisor. (See "VALUATION OF SHARES.")
Further, some attractive equity securities may not be available to the Series
because foreign shareholders hold the maximum amount permissible under current
laws.

Relative to the U.S. and to larger non-U.S. markets, many of the emerging
securities markets in which the Emerging Markets Series may invest are
relatively small, have low trading volumes, suffer periods of illiquidity and
are characterized by significant price volatility. Such factors may be even
more pronounced in jurisdictions where securities ownership is divided into
separate classes for domestic and non-domestic owners.

In addition, many emerging markets, including most Latin American
countries, have experienced substantial, and, in some periods, extremely high,
rates of inflation for many years. Inflation and rapid fluctuations in
inflation rates have had and may continue to have very negative effects on the
economies and securities markets of certain countries. In an attempt to control
inflation, wage and price controls have been imposed at times in certain
countries. Certain emerging markets have recently transitioned, or are in the
process of transitioning, from centrally controlled economies. There can be no
assurance that such transitions will be successful.

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Brokerage commissions, custodial services and other costs relating to
investment in foreign markets generally are more expensive than in the United
States; this is particularly true with respect to emerging markets. Such
markets have different settlement and clearance procedures. In certain markets
there have been times when settlements have been unable to keep pace with the
volume of securities transactions, making it difficult to conduct such
transactions. The inability of the Emerging Markets Series to make intended
securities purchases due to settlement problems could cause the Series to miss
investment opportunities. Inability to dispose of a portfolio security caused
by settlement problems could result either in losses to the Series due to
subsequent declines in value of the portfolio security or, if the Series has
entered into a contract to sell the security, could result in possible liability
to the purchaser.

The risk also exists that an emergency situation may arise in one or more
emerging markets as a result of which trading of securities may cease or may be
substantially curtailed and prices for the Emerging Markets Series' portfolio
securities in such markets may not be readily available. The Series' portfolio
securities in the affected markets will be valued at fair value determined in
good faith by or under the direction of the Board of Trustees.

Government involvement in the private sector varies in degrees among the
emerging securities markets contemplated for investment by the Emerging Markets
Series. Such involvement may, in some cases, include government ownership of
companies in certain commercial business sectors, wage and price controls or
imposition of trade barriers and other protectionist measures. With respect to
any developing country, there is no guarantee that some future economic or
political crisis will not lead to price controls, forced mergers of companies,
expropriation, the creation of government monopolies, or other measures which
could be detrimental to the investments of the Emerging Markets Series.

Taxation of dividends and capital gains received by non-residents varies
among countries with emerging markets and, in some cases, is high in relation to
comparable U.S. rates. Particular tax structures may have the intended or
incidental effect of encouraging long holding periods for particular securities
and/or the reinvestment of earnings and sales proceeds in the same jurisdiction.
In addition, emerging market jurisdictions typically have less well-defined tax
laws and procedures than is the case in the United States, and such laws may
permit retroactive taxation so that the Emerging Markets Series could in the
future become subject to local tax liability that it had not reasonably
anticipated in conducting its investment activities or valuing its assets.

FOREIGN CURRENCIES AND RELATED TRANSACTIONS

Investments of the International Equity Portfolios, the International Value
Series and DFA Global Fixed Income Portfolio, and many of the investments of the
Two-Year Global Fixed Income Series, will be denominated in foreign currencies.
Changes in the relative values of foreign currencies and the U.S. dollar,
therefore, will affect the value of investments of these Portfolios and Series.
These Portfolios and Series may purchase foreign currency futures contracts and
options thereon in order to hedge against changes in the level of foreign
currency exchange rates, provided not more than 5% of each Portfolio's or
Series' assets are then invested as initial or variation margin deposits on such
contracts or options. Such contracts involve an agreement to purchase or sell a
specific currency at a future date at a price set in the contract and enable the
Portfolios and Series to protect against losses resulting from adverse changes
in the relationship between the U.S. dollar and foreign currencies occurring
between the trade and settlement dates of Portfolio and Series securities
transactions, but they also tend to limit the potential gains that might result
from a positive change in such currency relationships. Gains and losses on
investments in futures and options thereon depends on the direction of
securities prices, interest rates and other economic factors.

BORROWING

Each Portfolio and each corresponding Series of the Trust, except U.S. 9-10
and Japanese Small Company Portfolios, DFA One-Year Fixed Income Portfolio, DFA
Five-Year Government Portfolio and DFA Intermediate Government Fixed Income
Portfolio, have reserved the right to borrow amounts not exceeding 33% of its
net assets for the purposes of making redemption payments. When advantageous
opportunities to do so exist, each Portfolio and each Series may also purchase
securities when borrowings exceed 5% of the value of its net assets. Such
purchases can be considered to be "leveraging" and, in such circumstances, the
net asset value of the Portfolio or Series may increase or decrease at a greater
rate than would be the case if the Portfolio or Series had not leveraged. The
interest payable on the amount borrowed would increase the Portfolio's or
Series' expenses

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and, if the appreciation and income produced by the investments purchased when
the Portfolio or Series has borrowed are less than the cost of borrowing, the
investment performance of the Portfolio will be reduced as a result of
leveraging.

PORTFOLIO STRATEGIES

The method employed by the Advisor to manage the Domestic and International
Equity Portfolios (except U.S. Large Company Portfolio and Enhanced U.S. Large
Company Portfolio and their corresponding Series) and, in respect of those that
are Feeder Portfolios, the corresponding Series of the Trust will differ from
the process employed by many other investment advisors in that the Advisor will
rely on fundamental analysis of the investment merits of securities to a limited
extent to eliminate potential portfolio acquisitions rather than rely on this
technique to select securities. Further, because securities generally will be
held long-term and will not be eliminated based on short-term price
fluctuations, the Advisor generally will not act upon general market movements
or short-term price fluctuations of securities to as great an extent as many
other investment advisors. U.S. Large Company Series will operate as an index
fund and, therefore, represents a passive method of investing in all stocks that
comprise the S&P 500 Index which does not entail selection of securities based
on the individual investment merits of their issuers. The investment
performance of the U.S. Large Company Series and the corresponding Portfolio is
expected to approximate the investment performance of the S&P 500 Index, which
tends to be cyclical in nature, reflecting periods when stock prices generally
rise or fall.

FUTURES CONTRACTS AND OPTIONS ON FUTURES

U.S. Large Company Series, Enhanced U.S. Large Company Series, Large Cap
International Portfolio, the Value Series, DFA/AEW Real Estate Securities
Portfolio, the International Value Series, the Emerging Markets Series and the
DFA International Small Cap Value Portfolio may invest in index futures
contracts and options on index futures, provided that, in accordance with
current regulations, not more than 5% of each Series' or Portfolios' total
assets are then invested as initial or variation margin deposits on such
contracts or options. In addition, to the extent that such Series or Portfolios
invest in futures contracts and options thereon for other than bona fide hedging
purposes, no Series or Portfolio will enter into such transactions if,
immediately thereafter, the sum of the amount of initial margin deposits and
premiums paid for open futures options would exceed 5% of the Series' or
Portfolio's total assets, after taking into account unrealized profits and
unrealized losses on such contracts it has entered into; provided, however,
that, in the case of an option that is in-the-money at the time of purchase, the
in-the-money amount may be excluded in calculating the 5%.

These investments entail the risk that an imperfect correlation may exist
between changes in the market value of the stocks owned by the Portfolio or
Series and the prices of such futures contracts and options and, at times, the
market for such contracts and options might lack liquidity, thereby inhibiting a
Portfolio's or Series' ability to close a position in such investments. Gains
or losses on investments in options and futures depends on the direction of
securities prices, interest rates and other economic factors and the loss from
investing in futures transactions is potentially unlimited.

OPTIONS ON STOCK INDICES

The Enhanced U.S. Large Company Series may purchase put and call options
and write put and call options on stock indices and stock index futures listed
on national securities exchanges or traded in the over-the-counter market. The
Enhanced U.S. Large Company Series may use these techniques to hedge against
changes in securities prices or as part of its overall investment strategy. An
option on an index is a contract that gives the holder of the option, in return
for a premium, the right to buy from (in the case of a call) or sell to (in the
case of a put) the writer of the option the cash value of the index at a
specified exercise price at any time during the term of the option. Upon
exercise, the writer of an option on an index is obligated to pay the difference
between the cash value of the index and the exercise price multiplied by the
specified multiplier for the index option. (An index is designed to reflect
specified facets of a particular financial or securities market, a specific
group of financial instruments or securities, or certain economic indicators.)
A stock index fluctuates with changes in the market values of the stocks
included in the index.

With respect to the writing of options, the writer has no control over the
time when it may be required to fulfill its obligation. Prior to exercise or
expiration, an option may be closed out by an offsetting purchase or sale

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of an option on the same series. There can be no assurance, however, that a
closing purchase or sale transaction can be effected when the Enhanced U.S.
Large Company Series desires.

The Enhanced U.S. Large Company Series may write covered straddles
consisting of a combination of a call and a put written on the same index. A
straddle will be covered when sufficient assets are deposited to meet the
Enhanced U.S. Large Company Series' immediate obligations. The Series may use
the same liquid assets to cover both the call and put options where the exercise
price of the call and the put are the same or the exercise price of the call is
higher than that of the put. In such cases, the Series will also segregate
liquid assets equivalent to the amount, if any, by which the put is "in the
money."

The effectiveness of purchasing stock index options will depend upon the
extent to which price movements in the Enhanced U.S. Large Company Series'
portfolio correlate with price movements of the stock index selected. Because
the value of an index option depends upon movements in the level of the index
rather than the price of a particular stock, whether the Series will realize a
gain or loss from the purchase of options on an index depends upon movements in
the level of stock prices in the stock market generally or, in the case of
certain indices, in an industry or market segment, rather than movements in the
price of a particular stock. If the Enhanced U.S. Large Company Series takes
positions in options instruments contrary to prevailing market trends, the
Series could be exposed to the risk of a loss.

SWAPS

The Enhanced U.S. Large Company Series may enter into equity index swap
agreements for purposes of attempting to obtain a particular desired return at a
lower cost to the Series than if the Series had invested directly in an
instrument that yielded that desired return. Swap agreements are two-party
contracts entered into primarily by institutional investors for periods ranging
from a few weeks to more than one year. In a standard "swap" transaction, two
parties agree to exchange the returns (or differentials in rates of return)
earned or realized on particular predetermined investments or instruments. The
gross returns to be exchanged or "swapped" between the parties are generally
calculated with respect to a "notional amount," i.e., the return on or increase
in value of a particular dollar amount invested a group of securities
representing a particular index.

The "notional amount" of the swap agreement is only a fictive basis on
which to calculate the obligations which the parties to a swap agreement have
agreed to exchange. Most swap agreements entered into by the Enhanced U.S.
Large Company Series would calculate the obligations of the parties to the
agreement on a "net basis." Consequently, the Series' current obligations (or
rights) under a swap agreement will generally be equal only to the net amount to
be paid or received under the agreement based on the relative values of the
positions held by each party to the agreement (the "net amount"). The Enhanced
U.S. Large Company Series' current obligations under a swap agreement will be
accrued daily (offset against amounts owed to the Series) and any accrued but
unpaid net amounts owed to a swap counterparty will be covered by the
maintenance of a segregated account consisting of liquid assets such as cash,
U.S. Government securities, or high grade debt obligations, to avoid any
potential leveraging of the Series' portfolio. The Enhanced U.S. Large Company
Series will not enter into a swap agreement with any single party if the net
amount owed or to be received under existing contracts with that party would
exceed 5% of the Series' assets.

Because they are two-party contracts and because they may have terms of
greater than seven days, swap agreements may be considered to be illiquid and,
therefore, swap agreements entered into by the Enhanced U.S. Large Company
Series and other illiquid securities will be limited to 15% of the net assets of
the Series. Moreover, the Enhanced U.S. Large Company Series bears the risk of
loss of the amount expected to be received under a swap agreement in the event
of the default or bankruptcy of a swap agreement counterparty. The Advisor will
cause the Enhanced U.S. Large Company Series to enter into swap agreements only
with counterparties that the Investment Committee of the Advisor has approved.
Certain restrictions imposed on the Enhanced U.S. Large Company Series by the
Internal Revenue Code may limit the Series' ability to use swap agreements. The
swap market is a relatively new market and is largely unregulated. It is
possible that developments in the swaps market, including potential government
regulation, could adversely affect the Enhanced U.S. Large Company Series'
ability to terminate existing swap agreements or to realize amounts to be
received under such agreements.

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BANKING INDUSTRY AND REAL ESTATE CONCENTRATIONS

Concentrating in obligations of the banking industry may involve additional
risk by foregoing the safety of investing in a variety of industries. Changes
in the market's perception of the riskiness of banks relative to non-banks could
cause more fluctuations in the net asset value of the One-Year Fixed Income
Series, Two-Year Corporate Fixed Income Series and Two-Year Global Fixed Income
Series (and, thus, DFA One-Year Fixed Income Portfolio, DFA Two-Year Corporate
Fixed Income Portfolio and DFA Two-Year Global Fixed Income Portfolio) than
might occur in less concentrated portfolios.

The DFA/AEW Real Estate Securities Portfolio intends to concentrate its
investments in the real estate industry. Concentrating investments in the real
estate industry involves the risk of foregoing the safety of investing in a
variety of industries. Further, while the Portfolio will not invest in real
estate directly, but only in securities issued by real estate companies, the
Portfolio may be subject to certain risks that are similar to those associated
with the direct ownership of real estate in addition to securities markets
risks. These include declines in the value of real estate, risks related to
general and local economic conditions, heavy cash flow dependency, possible lack
of availability of mortgage funds, overbuilding, extended periods of high
vacancy rates, increases in property taxes and operating expenses, changes in
zoning laws, losses due to costs resulting from the clean-up of environmental
hazards, liability to third parties for damages resulting from environmental
hazards, casualty or condemnation losses, limitations on rents, and changes in
neighborhood values, interest rates and the credit quality of tenants. Also, in
deciding whether to purchase securities of a particular real estate company,
including REITS, the Advisor does not consider the geographic location within
the United States of the underlying assets of such company. Therefore, to the
extent that the Portfolio may become substantially invested in real estate
companies, including REITS, whose underlying assets are located in one
particular region of the United States and subsequently a decline in real estate
values occurs in that region, the value of such real estate companies may be
adversely affected and the Portfolio's net asset value may in turn be similarly
affected.

REPURCHASE AGREEMENTS

In addition, all of the Portfolios and the Series of the Trust may invest
in repurchase agreements. In the event of the bankruptcy of the other party to
a repurchase agreement, the Fund or the Trust could experience delay in
recovering the securities underlying such agreements. Management believes that
this risk can be controlled through stringent security selection criteria and
careful monitoring procedures.

MANAGEMENT OF THE FUND

Dimensional Fund Advisors Inc. (the "Advisor") serves as investment advisor
to each of the Portfolios, except the Feeder Portfolios, and each Series of the
Trust. As such, the Advisor is responsible for the management of their
respective assets. Investment decisions for all Portfolios of the Fund and all
Series of the Trust are made by the Investment Committee of the Advisor which
meets on a regular basis and also as needed to consider investment issues. The
Investment Committee is composed of certain officers and directors of the
Advisor who are elected annually. The Advisor provides the Portfolios (except
the Feeder Portfolios) and the Series with a trading department and selects
brokers and dealers to effect securities transactions. Portfolio securities
transactions are placed with a view to obtaining best price and execution and,
subject to this goal, may be placed with brokers which have assisted in the sale
of the Portfolios' shares.

For the fiscal year ended November 30, 1994, (i) the Advisor received a fee
for its services which, on an annual basis, equaled the following percentage of
the average net assets of each Portfolio or, in the case of a Feeder Portfolio,
the average net assets of its corresponding Trust Series; and (ii) the total
expenses of each Portfolio were the following percentages of respective average
net assets:

Portfolio Management Fee Total Expenses
--------- -------------- --------------

U.S. 9-10 Small Company 0.50% 0.65%

U.S. 6-10 Small Company 0.03% 0.53%

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Portfolio Management Fee Total Expenses
--------- -------------- --------------

U.S. Large Company 0.025% 0.24%

U.S. Small Cap Value 0.20% 0.66%

U.S. Large Cap Value 0.10% 0.44%

DFA/AEW Real Estate Securities 0.50% 0.90%

Japanese Small Company 0.50% 0.76%

Pacific Rim Small Company 0.50% 0.95%

United Kingdom Small Company 0.50% 0.74%

Continental Small Company 0.50% 0.77%

Large Cap International 0.25% 0.66%

RWB/DFA International High Book to Market 0.17% 0.69%

DFA One-Year Fixed Income 0.05% 0.21%

DFA Five-Year Government 0.20% 0.31%

DFA Global Fixed Income 0.25% 0.49%

DFA Intermediate Government Fixed Income 0.15% 0.29%

The investment management fees applicable to Enhanced U.S. Large Company
Series, Two-Year Global Fixed Income Series, Two-Year Corporate Fixed Income
Series and Two-Year Government Series, each of which is expected to commence
operations in February, 1996, are equal to .05%, .05%, .15%, and .15%,
respectively, of the average net assets of the Series on annual basis. The
investment management fee applicable to the Emerging Markets Series, which
commenced operations in April 1994, and the investment advisory fee applicable
to DFA International Small Cap Value Portfolio, which commenced operations after
November 30, 1994, are equal to .10% and .65%, respectively, of the average net
assets of each Series or Portfolio on an annual basis.

In February 1994, the RWB/DFA International High Book to Market Portfolio
invested its assets in the corresponding Series of the Trust and the existing
investment advisory agreement with respect to that Portfolio was terminated. At
that time, an administration agreement with respect to the RWB/DFA International
High Book to Market Portfolio took effect. (See "Administrative Services - All
Portfolios.")

Beginning with the effective date of the investment management agreement
with respect to the DFA International Value Series, the Advisor has agreed to
waive its fee under that agreement to the extent necessary to keep the
cumulative annual expenses of the Series to not more than .45% of average net
assets of the Series on an annualized basis. (See "Client Service Agent -
RWB/DFA International High Book to Market Portfolio.") Through February 15,
1994, the Advisor waived its fee under the investment management agreement with
respect to the RWB/DFA International High Book to Market Portfolio to the extent
necessary to keep the cumulative annual expenses of the Portfolio to not more
than 0.65% of average net assets of the Portfolio on an annualized basis.
Absent the waivers, the annualized ratio of expenses to average net assets for
the RWB/DFA International High Book to Market Portfolio for the fiscal year
ended November 30, 1994 would have been 0.73%.

For the fiscal years ended November 30, 1994 and 1995, the Advisor agreed
to bear all of the ordinary operating expenses of U.S. Large Company Portfolio
and its corresponding Series, except the investment advisory fee of the Series
and the administration fee of the Portfolio. Absent this arrangement, the
annualized ratio of expenses to average net assets for U.S. Large Company
Portfolio for the fiscal year ended November 30, 1994

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<PAGE>

would have been .66%. Pursuant to the terms of the current administration
agreement between U.S. Large Company Portfolio and the Advisor, the Advisor has
agreed to waive a portion of its administration fee and/or assume the expenses
of the Portfolio to the extent (1) necessary to pay the ordinary operating
expenses of the Portfolio (except the administration fee); and (2) that the
indirect expenses the Portfolio bears as a shareholder of the Series, on an
annual basis, exceed 0.025% of the Portfolio's average net assets.

The Fund and the Trust each 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 or trustees, the cost of filing
its registration statements under federal and state securities laws, reports to
shareholders, and transfer and dividend disbursing agency, administrative
services and custodian fees, except as described above with respect to the U.S.
Large Company Portfolio. Expenses allocable to a particular Portfolio or Series
are so allocated and expenses which are not allocable to a particular Portfolio
or Series are borne by each Portfolio or Series on the basis of the fees paid by
the Fund or Trust to PFPC.

The Advisor was organized in May 1981 and is engaged in the business of
providing investment management services to institutional investors. Assets
under management total approximately $12.5 billion. David G. Booth and Rex A.
Sinquefield, directors and officers of both the Fund and the Advisor and
trustees and officers of the Trust, together own approximately 61% of the
Advisor's outstanding stock and may be deemed controlling persons of the
Advisor. The Advisor owns 100% of the outstanding shares of Dimensional Fund
Advisors Ltd. ("DFAL") (see "Investment Services - United Kingdom and
Continental Small Company Portfolios") and DFA Australia Pty Limited ("DFA
Australia") (see "Investment Services - Japanese and Pacific Rim Small Company
Portfolios").

INVESTMENT SERVICES - UNITED KINGDOM AND CONTINENTAL SMALL COMPANY PORTFOLIOS

Pursuant to Sub-Advisory Agreements with the Advisor, DFAL, 14 Berkeley
Street, London, W1X 5AD, England, a company that is organized under the laws of
England, has the authority and responsibility to select brokers or dealers to
execute securities transactions for United Kingdom and Continental Small Company
Portfolios. DFAL's duties include the maintenance of a trading desk for the
Portfolios and the determination of the best and most efficient means of
executing securities transactions. On at least a semi-annual basis the Advisor
reviews the holdings of United Kingdom and Continental Small Company Portfolios
and reviews the trading process and the execution of securities transactions.
The Advisor is responsible to determine those securities which are eligible for
purchase and sale by these Portfolios and may delegate this task, subject to its
own review, to DFAL. DFAL maintains and furnishes to the Advisor information
and reports on United Kingdom and European small companies, including its
recommendations of securities to be added to the securities that are eligible
for purchase by the Portfolios. The Advisor pays DFAL quarterly fees of 12,500
pounds sterling for services to each Portfolio. DFAL is a member of the
Investment Management Regulatory Organization Limited ("IMRO"), a self
regulatory organization for investment managers operating under the laws of
England. If a shareholder of United Kingdom Small Company Portfolio or
Continental Small Company Portfolio wishes to register a complaint against DFAL,
that shareholder may either make the complaint in writing to the Compliance
Officer of DFAL or may complain directly to IMRO.

INVESTMENT SERVICES - JAPANESE AND PACIFIC RIM SMALL COMPANY PORTFOLIOS

Pursuant to Sub-Advisory Agreements with the Advisor, DFA Australia, Suite
4403 Gateway, 1 MacQuarie Place, Sydney, New South Wales 2000, Australia, the
successor to Dimensional Fund Advisors Asia Inc., has the authority and
responsibility to select brokers and dealers to execute securities transactions
for Japanese and Pacific Rim Small Company Portfolios. DFA Australia's duties
include the maintenance of a trading desk for each Portfolio and the
determination of the best and most efficient means of executing securities
transactions. On at least a semi-annual basis, the Advisor reviews the holdings
of Japanese and Pacific Rim Small Company Portfolios and reviews the trading
process and the execution of securities transactions. The Advisor is
responsible to determine those securities which are eligible for purchase and
sale by these Portfolios and may delegate this task, subject to its own review,
to DFA Australia. DFA Australia maintains and furnishes to the Advisor
information and reports on Japanese and Pacific Rim small companies, including
its recommendations of securities to be added to the securities that are
eligible for purchase by each Portfolio. The Advisor pays DFA Australia
quarterly fees of 25,000 Hong Kong dollars for services to each Portfolio.

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INVESTMENT SERVICES - DFA/AEW REAL ESTATE SECURITIES PORTFOLIO

Pursuant to a Sub-Advisory Agreement with the Fund, Aldrich, Eastman &
Waltch L.P., Boston, MA ("AEW"), provides the Advisor with real estate
expertise and advice regarding investments of the Portfolio. For its services
the Portfolio pays AEW a fee which, on an annual basis, equals .175% of the
average net assets of the Portfolio. AEW is a Massachusetts limited partnership
founded in 1981 that currently manages approximately $4.1 billion for its
institutional clients. The general partner of AEW is AEW Holdings, L.P., whose
general partner is Aldrich, Eastman & Waltch, Inc. ("AEW, Inc."), a registered
investment advisor. Peter C. Aldrich and Thomas G. Eastman each own 28.7% of
the voting securities of AEW, Inc. While AEW has not previously served as an
investment advisor to a registered investment company, the firm has substantial
experience in providing institutional investors with advice regarding investment
in real estate.

ADMINISTRATIVE SERVICES - THE FEEDER PORTFOLIOS

The Fund has entered into an administration agreement with the Advisor, on
behalf of each Feeder Portfolio. Pursuant to each administration agreement, the
Advisor performs various services, including: supervision of the services
provided by the Portfolio's custodian and transfer and dividend disbursing agent
and others who provide services to the Fund for the benefit of the Portfolio;
providing shareholders with information about the Portfolio and their
investments as they or the Fund may request; assisting the Portfolio in
conducting meetings of shareholders; furnishing information as the Board of
Directors may require regarding the corresponding Series; and any other
administrative services for the benefit of the Portfolio as the Board of
Directors may reasonably request. For its administrative services, the Feeder
Portfolios pay the Advisor a monthly fee equal to one-twelfth of the
percentages listed below:

U.S. 6-10 Small Company .32%

U.S. Large Company .215%(*)

Enhanced U.S. Large Company .15%

U.S. Small Cap Value .30%

U.S. Large Cap Value .15%

RWB/DFA International High Book to Market .01%

Emerging Markets .40%

DFA One-Year Fixed Income .10%

DFA Two-Year Corporate Fixed Income .05%

DFA Two-Year Global Fixed Income .10%

DFA Two-Year Government .05%

- --------------------------
* Pursuant to the terms of the administration agreement between U.S.
Large Company Portfolio and the Advisor, the Advisor has agreed to
waive a portion of its administration fee and/or assume the expenses
of the Portfolio to the extent (1) necessary to pay the ordinary
operating expenses of the Portfolio (except the administration fee);
and (2) that the direct expenses the Portfolio bears as a shareholder
of the Series, on an annual basis, exceeds 0.025% of the Portfolio's
average net assets.

CLIENT SERVICE AGENT - RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO

Pursuant to a Client Service Agent Agreement, Reinhart Werba Bowen Advisory
Services, San Jose, CA ("RWBAS") performs various services for the RWB/DFA
International High Book to Market Portfolio, including: establishment of a
toll-free telephone number for shareholders of the Portfolio to use to obtain or
receive up-to-date account information; providing to shareholders quarterly
reports with respect to the performance of the Portfolio; and providing
shareholders with such information regarding the operation and affairs of the
Portfolio, and their investment in its shares, as the shareholders or the Board
of Directors may reasonably request. Effective February 8, 1995, for its
services, the Portfolio pays RWBAS a monthly fee which, on an annual basis,

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equals .13% of the average daily net assets of the Portfolio. RWBAS has agreed
to waive its fee under certain circumstances. (See "MANAGEMENT OF THE FUND.")

DIRECTORS AND OFFICERS

The Board of Directors is responsible for establishing Fund policies and
for overseeing the management of the Fund. Each of the Directors and officers
of the Fund is also a Trustee and officer of the Trust. The Directors of the
Fund, including all of the disinterested directors, have adopted written
procedures to monitor potential conflicts of interest that might develop between
the Feeder Portfolios and the Trust. Information as to the Directors and
Officers of the Fund and the Trust is set forth in the Statement of Additional
Information under "Directors and Officers."

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

Each Portfolio of the Fund intends to qualify each year as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code") so that it will not be liable for federal income taxes to the extent
that its net investment income and net realized capital gains are distributed.
The policy of the Domestic and International Equity Portfolios, except U.S.
Large Company Portfolio, Enhanced U.S. Large Company Portfolio and U.S. Large
Cap Value Portfolio, is to distribute substantially all of their net investment
income together with any net realized capital gains in November and December of
each year. Dividends from net investment income of U.S. Large Company
Portfolio, Enhanced U.S. Large Company Portfolio and U.S. Large Cap Value
Portfolio are distributed quarterly and any net realized capital gains are
distributed annually after November 30. Net investment income, which is accrued
daily, will be distributed monthly (except for January) by DFA One-Year Fixed
Income Portfolio, quarterly by DFA Intermediate Government Fixed Income, DFA
Two-Year Global Fixed Income, DFA Two-Year Corporate Fixed Income, DFA Two-Year
Government, DFA Global Fixed Income and DFA Global Bond Portfolios, and
semi-annually by DFA Five-Year Government Portfolio. Any net realized capital
gains of Fixed Income Portfolios will be distributed annually after the end of
the fiscal year. Each Portfolio of the Fund is treated as a separate
corporation for Federal tax purposes.

Shareholders of all of the Portfolios will automatically receive all income
dividends and capital gains distributions in additional shares of the Portfolio
whose shares they hold at net asset value (as of the business date following the
dividend record date), unless as to U.S. 9-10 Small Company Portfolio, U.S. 6-10
Small Company Portfolio, the Fixed Income Portfolios, DFA/AEW Real Estate
Securities Portfolio, U.S. Large Company Portfolio, and the Value Portfolios
upon written notice to the Transfer Agent, the shareholder selects one of the
options listed below. While shareholders of the Enhanced U.S. Large Company
Portfolio will automatically receive all capital gains distributions in
additional shares of the Portfolio, upon written notice to the Transfer Agent,
they may receive all income dividends in cash.

Income Option - to receive income dividends in cash and capital
gains distributions in additional shares at net
asset value.

Capital Gains Option - to receive capital gains distributions in cash and
income dividends in additional shares at net asset
value.

Cash Option - to receive both income dividends and capital gains
distributions in cash.

As noted above, U.S. 6-10 Small Company, U.S. Large Company, Enhanced U.S.
Large Company, DFA One-Year Fixed Income, DFA Two-Year Corporate Fixed Income,
U.S. Small Cap Value, U.S. Large Cap Value, RWB/DFA International High Book to
Market Portfolios (collectively the "Corporate Feeder Portfolios") seek to
achieve their investment objectives by investing all of their investable assets
in a corresponding series of shares of the Trust (collectively the "Corporate
Series"). The Corporate Series intend to qualify each year as regulated
investment companies under the Code.

A Corporate Feeder Portfolio receives income in the form of income
dividends paid by the corresponding Corporate Series. This income, less the
expenses incurred in operations, is a Corporate Feeder Portfolio's net
investment income from which income dividends are distributed as described
above. A Corporate Feeder

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Portfolio also may receive capital gains distributions from the corresponding
Corporate Series and may realize capital gains upon the redemption of the shares
of the corresponding Corporate Series. Any net realized capital gains of a
Corporate Feeder Portfolio will be distributed as described above.

As noted above, the Emerging Markets, DFA Two-Year Global Fixed Income and
DFA Two-Year Government Portfolios ("Partnership Feeder Portfolios") seek to
achieve their investment objectives by investing all of their investable assets
in a corresponding series of shares of the Trust (collectively "Partnership
Series"). Each Partnership Series is classified as a partnership for federal
income tax purposes. A Partnership Feeder Portfolio receives a proportionate
share of the income of its corresponding Partnership Series.

If a Portfolio, except for the Feeder Portfolios, purchases shares in
certain foreign investment entities, called "passive foreign investment
companies" ("PFIC"), such Portfolio may be subject to U.S. federal income tax
and a related interest charge on a portion of any "excess distribution" or gain
from the disposition of such shares even if such income is distributed as a
taxable dividend by the Portfolio to its shareholders. In the case of a
Corporate Feeder Portfolio, if the corresponding Series purchases shares in
PFICs, such Series may be subject to U.S. federal income tax and a related
interest charge on a portion of any "excess distribution" or gain from the
disposition of such shares even if such income is distributed as a taxable
dividend by the Series to the Corporate Feeder Portfolio. In the case of a
Partnership Feeder Portfolio, if the corresponding Series purchases shares in
PFICs, the Partnership Feeder Portfolio may be subject to U.S. federal income
tax and a related interest charge on a portion of any "excess distribution" or
gain from the disposition of such shares.

The Portfolios (or, in the case of a Feeder Portfolio, the corresponding
Series) may be subject to foreign withholding taxes on income from certain of
their foreign securities. If more than 50% in value of the total assets of a
Portfolio, or in the case of a Partnership Feeder Portfolio (but not a Corporate
Feeder Portfolio) its corresponding Series, are invested in securities of
foreign corporations, such Portfolio may elect to pass-through to its
shareholders their pro rata share of foreign income taxes paid by such
Portfolio. If this election is made, shareholders will be required to include
in their gross income their pro rata share of foreign taxes paid by the
Portfolio. However, shareholders will be entitled to either deduct (as an
itemized deduction in the case of individuals) their share of such foreign taxes
in computing their taxable income or to claim a credit for such taxes against
their U.S. income tax, subject to certain limitations under the Code.

Since virtually all the net investment income from the Fixed Income
Portfolios is expected to arise from earned interest, it is not expected that
any of those Portfolios' distributions will be eligible for the dividends
received deduction for corporations. Similarly, it is anticipated that either
none or only a small portion of the distributions made by the International
Equity Portfolios will qualify for the corporate dividends received deduction
because of such Portfolios' investment in foreign equity securities. In the
case of the other Portfolios, dividends from net investment income will
generally qualify in part for the corporate dividends received deduction, but
the portion of dividends so qualified depends on the aggregate qualifying
dividend income received by the Portfolio from domestic (U.S.) sources.

Whether paid in cash or additional shares and regardless of the length of
time a Portfolio's shares have been owned by shareholders who are subject to
federal income taxes, distributions from long-term capital gains are taxable as
such. Dividends from net investment income or net short-term capital gains will
be taxable as ordinary income, whether received in cash or in additional shares.
For those investors subject to tax, if purchases of shares of a Portfolio are
made shortly before the record date for a dividend or capital gains
distribution, a portion of the investment will be returned as a taxable
distribution. Shareholders are notified annually by the Fund as to the federal
tax status of dividends and distributions paid by the Portfolio whose shares
they own.

Dividends which are declared in October, November or December to
shareholders of record in such a month but which, for operational reasons, may
not be paid to the shareholder until the following January, will be treated for
tax purposes as if paid by the Portfolio and received by the shareholder on
December 31 of the calendar year in which they are declared.

The sale of shares of a Portfolio is a taxable event and may result in a
capital gain or loss to shareholders subject to tax. Capital gain or loss may
be realized from an ordinary redemption of shares or an exchange of shares
between two Portfolios of the Fund. Any loss incurred on sale or exchange of a
Portfolio's shares, held for six months or less, will be treated as a long-term
capital loss to the extent of capital gain dividends received with respect to
such shares.

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In addition to federal taxes, shareholders may be subject to state and
local taxes on distributions. Distributions of interest income and capital
gains realized from certain types of U.S. government securities may be exempt
from state personal income taxes.

A Portfolio is required to withhold 31% of taxable dividends, capital gains
distributions, and redemptions paid to shareholders who have not complied with
IRS taxpayer identification regulations. You may avoid this withholding
requirement by certifying on the account registration form your proper Taxpayer
Identification Number and by certifying that you are not subject to backup
withholding.

The tax discussion set forth above is included for general information
only. Prospective investors should consult their own tax advisers concerning
the federal, state, local or foreign tax consequences of an investment in a
Portfolio.

PURCHASE OF SHARES

Investors may purchase shares of any Portfolio by first contacting the
Advisor at (310) 395-8005 to notify the Advisor of the proposed investment. All
investments are subject to approval of the Advisor and all investors must
complete and submit the necessary account registration forms. The Fund reserves
the right to reject any initial or additional investment and to suspend the
offering of shares of any Portfolio.

Only clients of RWBAS are eligible to purchase shares of the RWB/DFA
International High Book to Market Portfolio, and any such person should first
contact RWBAS at (800) 366-7266, ext. 124, to notify RWBAS of the proposed
investment.

Investors having an account with a bank that is a member or a correspondent
of a member of the Federal Reserve System may purchase shares by first calling
the Advisor at (310) 395-8005 to notify the Advisor of the proposed investment,
then requesting the bank to transmit immediately available funds (Federal Funds)
by wire to the appropriate Custodian, for the Account of DFA Investment
Dimensions Group Inc. (specify Portfolio). Additional investments also may be
made through the wire procedure by first notifying the Advisor. Investors who
wish to purchase shares of any Portfolio by check should send their check to DFA
Investment Dimensions Group Inc., c/o PFPC Inc., 400 Bellevue Parkway,
Wilmington, Delaware 19809. Chase Manhattan Bank, N.A. serves as custodian for
Emerging Markets Portfolio. Boston Safe Deposit and Trust Company serves as
custodian for the International Equity Portfolios, except for Emerging Markets
Portfolio, and DFA Two-Year Global Fixed Income and DFA Global Fixed Income
Portfolios. PNC Bank, N.A. serves as custodian for all other Portfolios.

Shares may also be purchased and sold by individuals through securities
firms which may charge a service fee or commission for such transactions. No
such fee or commission is charged on shares which are purchased or redeemed
directly from the Fund. Investors who are clients of investment advisory
organizations may also be subject to investment advisory fees under their own
arrangements with such organizations.

IN KIND PURCHASES

If accepted by the Fund, shares of the Portfolios may be purchased in
exchange for securities which are eligible for acquisition by the Portfolios (or
their corresponding Series) as described in this prospectus or in exchange for
local currencies in which eligible securities of the International Equity
Portfolios, the International Value Series, DFA Two-Year Global Fixed Income
Series and DFA Global Fixed Income Portfolio are denominated. Purchases in
exchange for securities will not be subject to a reimbursement fee. Securities
and local currencies to be exchanged which are accepted by the Fund and Fund
shares to be issued therefore will be valued as set forth under "VALUATION OF
SHARES" at the time of the next determination of net asset value after such
acceptance. All dividends, interest, subscription, or other rights pertaining
to such securities shall become the property of the Portfolio whose shares are
being acquired and must be delivered to the Fund by the investor upon receipt
from the issuer. Investors who desire to purchase shares of the International
Equity

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<PAGE>

Portfolios, DFA Two-Year Global Fixed Income Portfolio or DFA Global Fixed
Income Portfolio with local currencies should first contact the Advisor for wire
instructions.

The Fund will not accept securities in exchange for shares of a Portfolio
unless: (1) such securities are, at the time of the exchange, eligible to be
included in the Portfolio whose shares are to be issued (or in its corresponding
Series) and current market quotations are readily available for such securities;
(2) the investor represents and agrees that all securities offered to be
exchanged are not subject to any restrictions upon their sale by the Portfolio
under the Securities Act of 1933 or under the laws of the country in which the
principal market for such securities exists, or otherwise; and (3) at the
discretion of the Fund, the value of any such security (except U.S. Government
Securities) being exchanged together with other securities of the same issuer
owned by the Portfolio or Series may not exceed 5% of the net assets of the
Portfolio or Series immediately after the transaction, however, this last
limitation does not apply to DFA Global Fixed Income Portfolio. The Fund will
accept such securities for investment and not for resale.

A gain or loss for federal income tax purposes will be realized by
investors who are subject to federal taxation upon the exchange depending upon
the cost of the securities or local currency exchanged. Investors interested in
such exchanges should contact the Advisor. Purchases of shares will be made in
full and fractional shares
calculated to three decimal places. In the interest of economy and convenience,
certificates for shares will not be issued except at the written request of the
stockholder. Certificates for fractional shares, however, will not be issued.

VALUATION OF SHARES

The net asset value per share of each Portfolio and corresponding Series is
calculated as of the close of the NYSE by dividing the total market value of the
Portfolio's investments and other assets, less any liabilities, by the total
outstanding shares of the stock of the Portfolio or Series. The value of the
shares of each Portfolio will fluctuate in relation to its own investment
experience. Securities held by the Portfolios and corresponding Series which
are listed on the securities exchange and for which market quotations are
available are valued at the last quoted sale price of the day or, if there is no
such reported sale, U.S. 9-10 Small Company Portfolio, the 6-10 Series, the U.S.
Large Company Series, DFA/AEW Real Estate Securities Portfolio, the Value Series
and Emerging Markets Series value such securities at the mean between the most
recent quoted bid and asked prices. Price information on listed securities is
taken from the exchange where the security is primarily traded. Unlisted
securities for which market quotations are readily available are valued at the
mean between the most recent bid and asked prices. The value of other assets
and securities for which no quotations are readily available (including
restricted securities) are determined in good faith at fair value in accordance
with procedures adopted by the Board of Directors. The net asset values per
share of the International Equity Portfolios, the International Value Series,
Two-Year Global Fixed Income Series and DFA Global Fixed Income Portfolio are
expressed in U.S. dollars by translating the net assets of each Portfolio or
Series using the bid price for the dollar as quoted by generally recognized
reliable sources.

Provided that the Transfer Agent has received the investor's Account
Registration Form in good order and the Custodian has received the investor's
payment, shares of the Portfolio selected will be priced at the public offering
price calculated next after receipt of the investor's funds by the Custodian.
The Transfer Agent or the Fund may from time to time appoint a sub-transfer
agent for the receipt of purchase orders and funds from certain investors. With
respect to such investors, the shares of the Portfolio selected will be priced
at the public offering price calculated after receipt of the purchase order by
the sub-transfer agent. The only difference between a normal purchase and a
purchase through a sub-transfer agent is that if the investor buys shares
through a sub-transfer agent, the purchase price will be the public offering
price next calculated after the sub-transfer agent receives the order, rather
than on the day the Custodian receives the investor's payment (provided that the
Transfer Agent has received the investor's purchase order in good order). "Good
order" with respect to the purchase of shares means that (1) a fully completed
and properly signed Account Registration Form and any additional supporting
legal documentation required by the Advisor has been received in legible form
and (2) the Advisor has been notified of the purchase by telephone and, if the
Advisor so requests, also in writing, no later than the close of regular trading
on the NYSE (ordinarily 1:00 p.m. PST) on the day of the purchase. If an order
to purchase shares must be canceled due to non-payment, the purchaser will be
responsible for any loss incurred

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<PAGE>

by the Fund arising out of such cancellation. To recover any such loss, the
Fund reserves the right to redeem shares owned by any purchaser whose order is
canceled, and such purchaser may be prohibited or restricted in the manner of
placing further orders.

The value of the shares of The Fixed Income Portfolios, the One-Year Fixed
Income Series, Two-Year Corporate Fixed Income Series, Two-Year Government
Series and Two-Year Global Fixed Income Series will tend to fluctuate with
interest rates because, unlike money market funds, these Portfolios and the
Series do not seek to stabilize the value of their respective shares by use of
the "amortized cost" method of asset valuation. Net asset value includes
interest on fixed income securities which is accrued daily. Securities which
are traded OTC and on a stock exchange will be valued according to the broadest
and most representative market, and it is expected that for bonds and other
fixed-income securities this ordinarily will be the OTC market. Securities held
by The Fixed Income Portfolios, the One-Year Fixed Income Series, Two-Year
Corporate Fixed Income Series, Two-Year Government Series and Two-Year Global
Fixed Income Series may be valued on the basis of prices provided by a pricing
service when such prices are believed to reflect the current market value of
such securities. Other assets and securities for which quotations are not
readily available will be valued in good faith at fair value using methods
determined by the Board of Directors.

Generally, trading in foreign securities markets is completed each day at
various times prior to the close of the NYSE. The values of foreign securities
held by the International Equity Portfolios, the International Value Series,
Two-Year Global Fixed Income Series and DFA Global Fixed Income Portfolio are
determined as of such times for the purpose of computing the net asset values of
these Portfolios or Series. If events which materially affect the value of the
investments of a Portfolio or Series occur subsequent to the close of the
securities market on which such securities are primarily traded, the investments
affected thereby will be valued at "fair value" as described above.

Certain of the securities holdings of the Emerging Markets Series in
Approved Markets may be subject to tax, investment and currency repatriation
regulations of the Approved Markets that could have a material effect on the
valuation of the securities. For example, the Series might be subject to
different levels of taxation on current income and realized gains depending upon
the holding period of the securities. In general, a longer holding period
(E.G., 5 years) may result in the imposition of lower tax rates than a shorter
holding period (E.G., 1 year). The Series may also be subject to certain
contractual arrangements with investment authorities in an Approved Market which
require the Series to maintain minimum holding periods or to limit the extent of
repatriation of income and realized gains. As a result, the valuation of
particular securities at any one time may depend materially upon the assumptions
that the Series makes at that time concerning the anticipated holding period for
the securities. Absent special circumstances as determined by the Board of
Trustees of the Trust, it is presently intended that the valuation of such
securities will be based upon the assumption that they will be held for at least
the amount of time necessary to avoid higher tax rates or penalties and currency
repatriation restrictions. However, the use of such valuation standards will
not prevent the Series from selling such securities in a shorter period of time
if the Advisor considers the earlier sale to be a more prudent course of action.
Revision in valuation of those securities will be made at the time of the
transaction to reflect the actual sales proceeds inuring to the Series.

PUBLIC OFFERING PRICE

It is management's belief that payment of a reimbursement fee by each
investor, which is used to defray significant costs associated with investing
proceeds of the sale of their shares to such investors, will eliminate a
dilutive effect such costs would otherwise have on the net asset value of shares
held by previous investors. Therefore, the shares of the Emerging Markets
Series and the International Equity Portfolios, with the exception of United
Kingdom Small Company Portfolio, Large Cap International Portfolio and RWB/DFA
International High Book to Market Portfolio, are sold at an offering price which
is equal to the current net asset value of such shares plus a reimbursement fee.
The amount of the reimbursement fee represents management's estimate of the
costs reasonably anticipated to be associated with the purchase of securities by
those Portfolios and the Emerging Markets Series and is paid to the Portfolios
and Series and used by them to defray such costs. Such costs include brokerage
commissions on listed securities, imputed commissions on OTC securities and a
.5% Stamp Duty imposed on the purchase of stocks on the ISE. The reimbursement
fees for the International Equity Portfolios, expressed as a percentage of the
net asset value of the shares of each Portfolio, are: Continental and Pacific
Rim Small Company Portfolios-1%; Japanese Small Company Portfolio and the
Emerging Markets Portfolio-0.50%;

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<PAGE>

and DFA International Small Cap Value Portfolio-0.70%. Reinvestments of
dividends and capital gains distributions paid by the Portfolios and in-kind
investments are not subject to a reimbursement fee. (See "In-Kind Purchases"
and "DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES.")

The public offering price of shares of the Domestic Equity Portfolios,
United Kingdom Small Company Portfolio, Large Cap International Portfolio,
RWB/DFA International High Book to Market Portfolio and the Fixed Income
Portfolios is the net asset value thereof next determined after the receipt of
the investor's funds by the Custodian, provided that an Account Registration
Form in good order has been received by the Transfer Agent; no sales charge or
reimbursement fee is imposed.

DISTRIBUTION

The Fund acts as distributor of each series of its own shares of stock. It
has, however, 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. No compensation is paid by
the Fund to DFA Securities Inc. under this agreement.

EXCHANGE OF SHARES

Investors may exchange shares of one Portfolio for those of another
Portfolio by first contacting the Advisor at (310) 395-8005 to notify the
Advisor of the proposed exchange and then completing an Exchange Form and
mailing it to:

DFA Investment Dimensions Group Inc.
Attn: Client Operations
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

The minimum amount for an exchange is $100,000. Exchanges are not accepted
into or from the International Equity Portfolios, except Large Cap International
Portfolio.

Investors in any Portfolio eligible for the exchange privilege also may
exchange all or part of their Portfolio shares into a portfolio of Dimensional
Investment Group Inc., an open-end, management investment company, subject to
the minimum purchase requirement set forth in that fund's prospectus. Investors
may contact the Advisor at the above-listed phone number for more information on
such exchanges and to request a copy of the prospectus of Dimensional Investment
Group Inc.

The exchange privilege is not intended to afford shareholders a way to
speculate on short-term movements in the markets. Accordingly, in order to
prevent excessive use of the exchange privilege that may potentially disrupt the
management of the Portfolios or otherwise adversely affect the Fund, any
proposed exchange will be subject to the approval of the Advisor. Such approval
will depend on: (i) the size of the proposed exchange; (ii) the prior number of
exchanges by that shareholder; (iii) the nature of the underlying securities and
the cash position of the Portfolios involved in the proposed exchange; (iv) the
transaction costs involved in processing the exchange; and (v) the total number
of redemptions by exchange already made out of a Portfolio.

The redemption and purchase prices of shares redeemed and purchased by
exchange, respectively, are the net asset values next determined after the
Advisor has received an Exchange Form in good order. "Good order" means a
completed Exchange Form specifying the dollar amount to be exchanged, signed by
all registered owners of the shares; and if the Fund does not have on file the
authorized signatures for the account, a guarantee of the signature of each
registered owner by an "eligible guarantor institution." Such institutions
generally include national or state banks, savings associations, savings and
loan associations, trust companies, savings banks, credit unions and members of
a recognized stock exchange. Exchanges will be accepted only if the
registrations of the two accounts are identical, stock certificates have not
been issued and the shares of the Portfolio being acquired are registered in the
investor's state of residence.

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There is no fee imposed on an exchange. However, the Fund reserves the
right to impose an administrative fee in order to cover the costs incurred in
processing an exchange. Any such fee will be disclosed in the prospectus. An
exchange is treated as a redemption and a purchase. Therefore, an investor
could realize a taxable gain or a loss on the transaction. The Fund reserves
the right to revise or terminate the exchange privilege, waive the minimum
amount requirement, limit the amount of or reject any exchange, as deemed
necessary, at any time.

REDEMPTION OF SHARES

Investors who desire to redeem shares of a Portfolio must first contact the
Advisor at the telephone number shown under "PURCHASE OF SHARES." Each
Portfolio will redeem shares at the net asset value of such shares next
determined, either: (1) where stock certificates have not been issued, after
receipt of a written request for redemption in good order, by the Fund's
Transfer Agent or (2) if stock certificates have been issued, after receipt of
the stock certificates in good order at the office of the Transfer Agent. "Good
order" means that the request to redeem shares must include all necessary
documentation, to be received in writing by the Advisor no later than the close
of regular trading on the NYSE (ordinarily 1:00 p.m. PST), including: the stock
certificate(s), if issued; a letter of instruction or a stock assignment
specifying the number of shares or dollar amount to be redeemed, signed by all
registered owners (or authorized representatives thereof) of the shares; and, if
the Fund does not have on file the authorized signatures for the account, a
guarantee of the signature of each registered owner by an eligible guarantor
institution; and any other required supporting legal documents.

Shareholders redeeming shares for which certificates have not been issued,
who have authorized redemption payment by wire on an authorization form filed
with the Fund, may request that redemption proceeds be paid in federal funds
wired to the bank they have designated on the authorization form. If the
proceeds are wired to the shareholder's account at a bank which is not a member
of the Federal Reserve System, there could be a delay in crediting the funds to
the shareholder's bank account. The Fund reserves the right at any time to
suspend or terminate the redemption by wire procedure after prior notification
to shareholders. No charge is made by the Fund for redemptions. The redemption
of all shares in an account will result in the account being closed. A new
Account Registration Form will be required for future investments. (See
"PURCHASE OF SHARES.")

Although the redemption payments will ordinarily be made within seven days
after receipt, payment to investors redeeming shares which were purchased by
check will not be made until the Fund can verify that the payments for the
purchase have been, or will be, collected, which may take up to fifteen days or
more. Investors may avoid this delay by submitting a certified check along with
the purchase order.

GENERAL INFORMATION

The Fund was incorporated under Maryland law on June 15, 1981. Until June
1983, the Fund was named DFA Small Company Fund Inc. The shares of each
Portfolio, when issued and paid for in accordance with the Fund's prospectus,
will be fully paid and non-assessable shares, with equal, non-cumulative voting
rights and no preferences as to conversion, exchange, dividends, redemption or
any other feature.

The DFA Investment Trust Company was organized as a Delaware business trust
on October 27, 1992. The Trust offers shares of its Series only to
institutional investors in private offerings. The Fund may withdraw the
investment of a Feeder Portfolio in a Series of the Trust at any time, if the
Board of Directors of the Fund determines that it is in the best interests of
the Portfolio to do so. Upon any such withdrawal, the Board of Directors of the
Fund would consider what action might be taken, including the investment of all
of the assets of the Portfolio in another pooled investment entity having the
same investment objective as the Portfolio or the hiring of an investment
advisor to manage the Portfolio's assets in accordance with the investment
policies described above.

Whenever a Feeder Portfolio, as an investor in its corresponding Trust
Series, is asked to vote on a shareholder proposal, the Directors of the Fund
intend to vote all of the shares that the Feeder Portfolio holds in the Series
without submitting any such proposal to the shareholders of the Feeder
Portfolio, except when the Board of Directors of the Fund determines that it is
in the best interests of the Fund to submit the proposal to the

55
<PAGE>

shareholders of a Feeder Portfolio. If the Directors of the Fund decide to
submit a proposal to the shareholders of a Feeder Portfolio, the Fund will hold
a special meeting of the Feeder Portfolio's shareholders to solicit their votes
with respect to the proposal. The Directors of the Fund will then vote the
Feeder Portfolio's shares in the Series in accordance with the voting
instructions received from the Feeder Portfolio's shareholders. The Directors
of the Fund will vote shares of the Feeder Portfolio for which they receive no
voting instructions in the same proportion as the shares for which they receive
voting instructions. If a majority shareholder of Emerging Markets Series
redeems its entire interest in the Series, a majority in interest of the
remaining shareholders in the Series must vote to approve the continuing
existence of the Series or the Series will be liquidated. That issue will be
voted upon only by the direct holders of Series shares and will not be voted
upon by the shareholders of the Emerging Markets Portfolio.

The Portfolios and the Series may disseminate reports of their investment
performance from time to time. Investment performance is calculated on a total
return basis; that is by including all net investment income and any realized
and unrealized net capital gains or losses during the period for which
investment performance is reported. If dividends or capital gains distributions
have been paid during the relevant period the calculation of investment
performance will include such dividends and capital gains distributions as
though reinvested in shares of the Portfolio or Series. Standard quotations of
total return, which include deductions of any applicable reimbursement fees, are
computed in accordance with SEC Guidelines and are presented whenever any
non-standard quotations are disseminated to provide comparability to other
investment companies. Non-standardized total return quotations may differ from
the SEC Guideline computations by covering different time periods, excluding
deduction of reimbursement fees charged to investors and paid to the Portfolios
which would otherwise reduce returns quotations, and linking actual Portfolio
return with simulated data for periods prior to a Portfolio's inception. In all
cases, disclosures are made when performance quotations differ from the SEC
Guidelines which were established effective May 1, 1988. Performance data is
based on historical earnings and is not intended to indicate future performance.
Rates of return expressed on an annual basis will usually not equal the sum of
returns expressed for consecutive interim periods due to the compounding of the
interim yields. The Fund's annual report to shareholders for the fiscal year
ended November 30, 1994 contains additional performance information. A copy of
the annual report is available upon request and without charge.

With respect to the International Equity Portfolios and DFA Global Fixed
Income Portfolio, rates of return expressed as a percentage of U.S. dollars will
reflect applicable currency exchange rates at the beginning and ending dates of
the investment periods presented. The return expressed in terms of U.S. dollars
is the return one would achieve by investing dollars in the Portfolio at the
beginning of the period and liquidating the investment in dollars at the end of
the period. Hence, the return expressed as a percentage of U.S. dollars
combines the investment performance of the Portfolio as well as the performance
of the local currency or currencies of the Portfolio. Inasmuch as DFA Global
Fixed Income Portfolio intends to continually hedge against the risk of
variations in currency exchange rates, the Advisor believes that the variation
of the Portfolio's investment performance in relation to fluctuations in
currency exchange rates will be minimized.

As of October 31, 1995, the following persons beneficially owned more than
25% of the voting securities of the following Portfolios:

U.S. 6-10 SMALL COMPANY PORTFOLIO

Washington University Endowment Fund 33.03%
7425 Forsyth Blvd., St. Louis, Missouri 63105-2103

U.S. LARGE COMPANY PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 61.78%
101 Montgomery Street, San Francisco, CA 94104

- ---------------

* Owner of record only.

56
<PAGE>

U.S. SMALL CAP VALUE PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 31.56%
101 Montgomery Street, San Francisco, CA 94104

U.S. LARGE CAP VALUE PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 50.65%
101 Montgomery Street, San Francisco, CA 94104

DFA/AEW REAL ESTATE SECURITIES PORTFOLIO

Owens-Illinois Master Retirement Trust 38.12%
34 Exchange Place, Jersey City, NJ 07302

Charles Schwab & Company, Inc. - REIN* 43.37%
101 Montgomery Street, San Francisco, CA 94104

JAPANESE SMALL COMPANY PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 32.75%
101 Montgomery Street, San Francisco, CA 94104

BellSouth Corporation Master Pension Trust 29.68%
1155 Peachtree Street, N.E., Atlanta, GA 30367

PACIFIC RIM SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust 60.02%
1155 Peachtree Street, N.E., Atlanta, GA 30367

UNITED KINGDOM SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust 43.07%
1155 Peachtree Street, N.E., Atlanta, GA 30367

Charles Schwab & Company, Inc. - REIN* 26.68%
101 Montgomery Street, San Francisco, CA 94104

EMERGING MARKETS PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 68.00%
101 Montgomery Street, San Francisco, CA 94104

CONTINENTAL SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust 31.79%
1155 Peachtree Street, N.E., Atlanta, GA 30367-6000

Charles Schwab & Company, Inc. - REIN* 28.00%
101 Montgomery Street, San Francisco, CA 94104

LARGE CAP INTERNATIONAL PORTFOLIO

- ---------------

* Owner of record only.

57
<PAGE>

Charles Schwab & Company, Inc. - REIN* 83.97%
101 Montgomery Street, San Francisco, CA 94104

RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 93.91%
101 Montgomery Street, San Francisco, CA 94104

DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO

BellSouth Corporation Master Pension Trust 57.42%
1155 Peachtree Street, N.E., Atlanta, GA 30367-6000

Charles Schwab & Company, Inc. - REIN* 30.37%
101 Montgomery Street, San Francisco, CA 94104

DFA FIVE-YEAR GOVERNMENT PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 68.50%
101 Montgomery Street, San Francisco, CA 94104

DFA GLOBAL FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 72.11%
101 Montgomery Street, San Francisco, CA 94104

DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc. - CAP* 66.10%
101 Montgomery Street, San Francisco, CA 94104

Shareholder inquiries may be made by writing or calling the Fund at the
address or telephone number appearing on the cover of this prospectus. Only
those individuals whose signatures are on file for the account in question may
receive specific account information or make changes in the account
registration.

- ---------------

* Owner of record only.

58
<PAGE>

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<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

DFA INVESTMENT DIMENSIONS GROUP INC.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Tel. No. (310) 395-8005

INVESTMENT ADVISOR
DIMENSIONAL FUND ADVISORS INC.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Tel. No. (310) 395-8005

SUB-ADVISORS
DIMENSIONAL FUND ADVISORS LTD.
14 Berkeley Street
London W1X 5AD
England
Tel. No. (071) 495-2343

DFA AUSTRALIA PTY LIMITED
Suite 4403 Gateway
1 MacQuarie Place
Sydney, New South Wales 2000
Australia

ALDRICH, EASTMAN & WALTCH L.P.
225 Franklin Street, 25th Floor
Boston, MA 02110
Tel. No. (617) 261-9506

CUSTODIANS - INTERNATIONAL
BOSTON SAFE DEPOSIT AND TRUST COMPANY
Princess House
1 Suffolk Lane
London EC4R 0AN
England

CHASE MANHATTAN BANK, N.A.
4 Chase Metrotech Center
Brooklyn, NY 11245

CUSTODIAN - DOMESTIC
PNC BANK, N.A.
200 Stevens Drive, Airport Business Center
Lester, PA 19113

TRANSFER AND DIVIDEND DISBURSING AGENT
PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809

LEGAL COUNSEL
STRADLEY, RONON, STEVENS & YOUNG
2600 One Commerce Square
Philadelphia, PA 19103-7098

INDEPENDENT ACCOUNTANTS
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, PA 19103

<PAGE>
DFA INVESTMENT DIMENSIONS GROUP INC.

1299 OCEAN AVENUE, 11TH FLOOR, SANTA MONICA, CALIFORNIA 90401
TELEPHONE: (310) 395-8005

STATEMENT OF ADDITIONAL INFORMATION

February - , 1996

DFA Investment Dimensions Group Inc. (the "Fund") offers twenty-eight
series of shares. This statement of additional information relates to twenty-
two of those series: U.S. 9-10 SMALL COMPANY PORTFOLIO, U.S. 6-10 SMALL COMPANY
PORTFOLIO, U.S. LARGE COMPANY PORTFOLIO, ENHANCED U.S. LARGE COMPANY PORTFOLIO,
U.S. SMALL CAP VALUE PORTFOLIO, U.S. LARGE CAP VALUE PORTFOLIO, DFA/AEW REAL
ESTATE SECURITIES PORTFOLIO, JAPANESE SMALL COMPANY PORTFOLIO, PACIFIC RIM SMALL
COMPANY PORTFOLIO, UNITED KINGDOM SMALL COMPANY PORTFOLIO, EMERGING MARKETS
PORTFOLIO, CONTINENTAL SMALL COMPANY PORTFOLIO, LARGE CAP INTERNATIONAL
PORTFOLIO, RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO, DFA
INTERNATIONAL SMALL CAP VALUE PORTFOLIO, DFA ONE-YEAR FIXED INCOME PORTFOLIO,
DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO, DFA TWO-YEAR GLOBAL FIXED INCOME
PORTFOLIO, DFA TWO-YEAR GOVERNMENT PORTFOLIO, DFA FIVE-YEAR GOVERNMENT
PORTFOLIO, DFA GLOBAL FIXED INCOME PORTFOLIO AND DFA INTERMEDIATE GOVERNMENT
FIXED INCOME PORTFOLIO (collectively, the "Portfolios"). This statement of
additional information is not a prospectus but should be read in conjunction
with the Portfolios' prospectus dated February ___, 1996, which can be obtained
from the Fund by writing to the Fund at the above address or by calling the
above telephone number.

TABLE OF CONTENTS
PAGE

PORTFOLIO CHARACTERISTICS AND POLICIES.. . . . . . . . . . . . . . . . . 1

BROKERAGE COMMISSIONS .. . . . . . . . . . . . . . . . . . . . . . . . . 2

INVESTMENT LIMITATIONS.. . . . . . . . . . . . . . . . . . . . . . . . . 4

OPTIONS ON STOCK INDICES.. . . . . . . . . . . . . . . . . . . . . . . . 7

FUTURES CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS.. . . . . . . . . . . . . . .10

MANAGEMENT OF THE FUND.. . . . . . . . . . . . . . . . . . . . . . . . .11

DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . .11

ADMINISTRATIVE SERVICES. . . . . . . . . . . . . . . . . . . . . . . . .13

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .14

PRINCIPAL HOLDERS OF SECURITIES. . . . . . . . . . . . . . . . . . . . .16

PURCHASE OF SHARES.. . . . . . . . . . . . . . . . . . . . . . . . . . .22

REDEMPTION AND TRANSFER OF SHARES. . . . . . . . . . . . . . . . . . . .23

CALCULATION OF PERFORMANCE DATA. . . . . . . . . . . . . . . . . . . . .23

FINANCIAL STATEMENTS.. . . . . . . . . . . . . . . . . . . . . . . . . .27

<PAGE>

PORTFOLIO CHARACTERISTICS AND POLICIES

The following information supplements the information set forth in the
prospectus under the captions "PORTFOLIO CHARACTERISTICS AND POLICIES - SMALL
COMPANY PORTFOLIOS," "U.S. LARGE COMPANY PORTFOLIO - Investment Objective and
Policies," "ENHANCED U.S. LARGE COMPANY PORTFOLIO - Investment Objective and
Policies," "LARGE CAP INTERNATIONAL PORTFOLIO - Investment Objective and
Policies," "INVESTMENT OBJECTIVES AND POLICIES - FIXED INCOME PORTFOLIOS,"
"DFA/AEW REAL ESTATE SECURITIES PORTFOLIO," "VALUE PORTFOLIOS - Portfolio
Characteristics and Policies," "RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET
PORTFOLIO - Investment Objective and Policies," "EMERGING MARKETS PORTFOLIO -
Investment Objective and Policies" and "DFA INTERNATIONAL SMALL CAP VALUE
PORTFOLIO - Investment Objective and Policies." The following information
applies to all the Portfolios, except the Feeder Portfolios, and also to the
Trust Series.

Because the structure of the Domestic and International Equity Portfolios
is based on the relative market capitalizations of eligible holdings, it is
possible that the Portfolios might include at least 5% of the outstanding voting
securities of one or more issuers. In such circumstances, the Fund and the
issuer would be deemed "affiliated persons" under the Investment Company Act of
1940 and certain requirements of the Act regulating dealings between affiliates
might become applicable. However, based on the present capitalizations of the
groups of companies eligible for inclusion in the Portfolios and the anticipated
amount of a Portfolio's assets intended to be invested in such securities,
management does not anticipate that a Portfolio will include as much as 5% of
the voting securities of any issuer.

Each of the International Equity Portfolios may invest up to 5% of its
assets in convertible debentures issued by non-U.S. companies. Convertible
debentures include corporate bonds and notes that may be converted into or
exchanged for common stock. These securities are generally convertible either
at a stated price or a stated rate (that is, for a specific number of shares of
common stock or other security). As with other fixed income securities, the
price of a convertible debenture to some extent varies inversely with interest
rates. While providing a fixed-income stream (generally higher in yield than
the income derived from a common stock but lower than that afforded by a non-
convertible debenture), a convertible debenture also affords the investor an
opportunity, through its conversion feature, to participate in the capital
appreciation of the common stock into which it is convertible. As the market
price of the underlying common stock declines, convertible debentures tend to
trade increasingly on a yield basis and so may not experience market value
declines to the same extent as the underlying common stock. When the market
price of the underlying common stock increases, the price of a convertible
debenture tends to rise as a reflection of the value of the underlying common
stock. To obtain such a higher yield, a Portfolio may be required to pay for a
convertible debenture an amount in excess of the value of the underlying common
stock. Common stock acquired by a Portfolio upon conversion of a convertible
debenture will generally be held for so long as the Adviser anticipates such
stock will provide the Portfolio with opportunities which are consistent with
the Portfolio's investment objective and policies.

Because the relative market capitalizations of small companies compared
with larger companies generally do not change substantially over short periods
of time, the portfolio turnover rates of the Small Company Portfolios ordinarily
are anticipated to be low and are not expected to exceed 25% per year.
Generally, securities will be purchased with the expectation that they will be
held for longer than one year. Generally, securities will be held until such
time as, in the Advisor's judgment, they are no longer considered an appropriate
holding in light of the policy of maintaining portfolios of companies with small
market capitalization. Because The DFA/AEW Real Estate Securities Portfolio
generally will hold securities for the long term, its turnover rate ordinarily
is anticipated to be low and is not expected to exceed 10% per year. Generally,
securities will be purchased with the expectation that they will be held for
longer than one year.

<PAGE>

BROKERAGE COMMISSIONS

The following table depicts brokerage commissions paid by the Fund
Portfolios. For Feeder Portfolios, the amounts include commissions paid by the
corresponding Series.

BROKERAGE COMMISSIONS
FISCAL YEARS ENDED NOVEMBER 30, 1994, 1993 AND 1992

1994 1993 1992
<S> <C> <C> <C>
U.S. 9-10 Small Company $1,431,640 $732,528 $602,144

U.S. 6-10 Small Company 398,610 301,156 148,550

U.S. Large Company 10,643 58,218 12,234

Japanese Small Company 807,580 724,038 295,692

United Kingdom Small Company 138,025 97,468 89,254

Continental Small Company 343,484 343,850 216,531

Large Cap International 153,475 110,610 ---

U.S. Small Cap Value 1,860,712 328,869 ---

U.S. Large Cap Value 367,810 134,312 ---

DFA/AEW Real Estate Securities 83,979 63,997 ---

Pacific Rim Small Company 529,025 871,257 ---

RWB/DFA International High Book
to Market 623,031 233,355 ---

Emerging Markets 79,105 --- ---
---------- ---------- ----------
TOTAL $6,827,119 $3,999,658 $1,364,405

</TABLE>

The substantial increases or decreases in the amount of brokerage
commissions paid by certain Portfolios from year to year indicated in the
foregoing table resulted from increases or decreases in the amount of securities
that were bought and sold by those Portfolios. During the fiscal year 1993, The
U.S. 6-10 Small Company Portfolio and Series and The U.S. 9-10 Small Company
Portfolio paid total commissions of $29,934 to Kemper Capital Markets, Inc., a
securities firm which has been succeeded by Kemper Securities, Inc., an
affiliate of Kemper Financial Services, Inc., which owned approximately 15.6% of
the Advisor's outstanding stock during that year. Such commissions represented
.652% of the total commissions paid by the Fund for such year and the total
value of transactions as to which such commissions relate were $4,551,431 or
.482% of the Fund's total value of transactions involving payment of commissions
during fiscal year ended November 30, 1993. No commissions were paid to
affiliates or affiliates of affiliates during fiscal year 1994.

Please note that while the following discussion relates to the policies of
certain Portfolios with respect to brokerage commissions, it should be
understood that with respect to a Feeder Portfolio, the discussion applies to
the Series of the Trust in which the Feeder Portfolio invests all of its assets.

The Fixed Income Portfolios acquire and sell securities on a net basis with
dealers which are major market markers in such securities. The Investment
Committee of the Advisor selects dealers on the basis of their size, market
making and credit analysis ability. When executing portfolio transactions, the
Advisor seeks to obtain the most favorable price for the securities being traded
among the dealers with whom the Fixed Income Portfolios effect transactions.

<PAGE>

Portfolio transactions will be placed with a view to receiving the best
price and execution. The Portfolios will seek to acquire and dispose of
securities in a manner which would cause as little fluctuation in the market
prices of stocks being purchased or sold as possible in light of the size of the
transactions being effected, and brokers will be selected with this goal in
view. The Advisor monitors the performance of brokers which effect transactions
for the Portfolios to determine the effect that their trading has on the market
prices of the securities in which they invest. The Advisor also checks the rate
of commission being paid by the Portfolios to their brokers to ascertain that
they are competitive with those charged by other brokers for similar services.
Dimensional Fund Advisors Ltd. performs these services for The United Kingdom
and Continental Small Company Portfolios and DFA Australia Pty Ltd. performs
these services for The Japanese and Pacific Rim Small Company Portfolios.
Transactions also may be placed with brokers who provide the Advisor or the sub-
advisors with investment research, such as reports concerning individual
issuers, industries and general economic and financial trends and other research
services. Brokerage transactions may be placed with securities firms that are
affiliated with an affiliate of the Advisor. Commission paid on such
transactions would be commensurate with the rate of commissions paid on similar
transactions to brokers that are not so affiliated.

The OTC companies eligible for purchase by The U.S. 9-10 Small Company
Portfolio, The U.S. 6-10 Small Company Portfolio, The U.S. Small Cap Value
Portfolio, and The DFA/AEW Real Estate Securities Portfolio are thinly traded
securities. Therefore, the Advisor believes it needs maximum flexibility to
effect OTC trades on a best execution basis. To that end, the Advisor places
buy and sell orders with market makers, third market brokers, Instinet and with
brokers on an agency basis when the Advisor determines that the securities may
not be available from other sources at a more favorable price. Third market
brokers enable the Advisor to trade with other institutional holders directly on
a net basis. This allows the Advisor to sometimes trade larger blocks than
would be possible by going through a single market maker.

Instinet is an electronic information and communication network whose
subscribers include most market makers as well as many institutions. Instinet
charges a commission for each trade executed on its system. On any given trade,
The U.S. 9-10 Small Company Portfolio, The U.S. 6-10 Small Company Portfolio,
the Value Portfolios and The DFA/AEW Real Estate Securities Portfolio, by
trading through Instinet, would pay a spread to a dealer on the other side of
the trade plus a commission to Instinet. However, placing a buy (or sell) order
on Instinet communicates to many (potentially all) market makers and
institutions at once. This can create a more complete picture of the market and
thus increase the likelihood that the Portfolios can effect transactions at the
best available prices.

During the fiscal year 1994, the Portfolios paid commissions for securities
transactions to brokers which provided market price monitoring services, market
studies and research services to the Portfolios as follows:

VALUE OF BROKERAGE
SECURITIES TRANSACTIONS COMMISSIONS
<S> <C> <C>
U.S. 9-10 Small Company $ 17,936,416 $ 67,904
U.S. 6-10 Small Company 20,974,849 125,985
U.S. Small Cap Value 129,688,743 732,945
U.S. Large Cap Value 113,847,315 177,095
DFA/AEW Real Estate Securities 641,539 1,626
U.S. Large Company 18,339,260 9,999
RWB/DFA International High Book to Market 106,853,325 256,448
----------- -------
TOTAL: $408,281,447 $1,372,002
------------ ----------
------------ ----------

</TABLE>

<PAGE>

The investment advisory agreements permit the Advisor knowingly to pay
commissions on these transactions which are greater than another broker might
charge if the Advisor, in good faith, determines that the commissions paid are
reasonable in relation to the research or brokerage services provided by the
broker or dealer when viewed in terms of either a particular transaction or the
Advisor's overall responsibilities to the Fund. Research services furnished by
brokers through whom securities transactions are effected may be used by the
Advisor in servicing all of its accounts and not all such services may be used
by the Advisor with respect to the Fund.

Brokerage commissions for transactions in securities listed on the TSE
and other Japanese securities exchanges are fixed. Under the current
regulations of the TSE and the Japanese Ministry of Finance, member and
non-member firms of Japanese exchanges are required to charge full
commissions to all customers other than banks and certain financial
institutions, but members and licensed non-member firms may confirm
transactions to banks and financial institution affiliates located outside
Japan with institutional discounts on brokerage commissions. The Japanese
Small Company Portfolio has been able to avail itself of institutional
discounts. The Portfolio's ability to effect transactions at a discount from
fixed commission rates depends on a number of factors, including the size of
the transaction, the relation between the cost to the member or the licensed
non-member firm of effecting such transaction and the commission receivable,
and the law, regulation and practice discussed above. There can be no
assurance that the Portfolio will continue to be able to realize the benefit
of discounts from fixed commissions.

A Feeder Portfolio will not incur any brokerage or other costs in
connection with its purchase or redemption of shares of the corresponding
Series of the Trust.

INVESTMENT LIMITATIONS

Each of the Portfolios has adopted certain limitations which may not be
changed with respect to any Portfolio without the approval of a majority of
the outstanding voting securities of the Portfolio. A "majority" is defined
as the lesser of: (1) at least 67% of the voting securities of the Portfolio
(to be affected by the proposed change) present at a meeting if the holders
of more than 50% of the outstanding voting securities of the Portfolio are
present or represented by proxy, or (2) more than 50% of the outstanding
voting securities of such Portfolio.

The Portfolios will not:

(1) invest in commodities or real estate, including limited partnership
interests therein, except The DFA/AEW Real Estate Securities Portfolio, although
they may purchase and sell securities of companies which deal in real estate and
securities which are secured by interests in real estate, and all Portfolios
except The U.S. 9-10 and 6-10 Small Company Portfolios, The DFA One-Year Fixed
Income Portfolio and The DFA Five-Year Government Portfolio may purchase or sell
financial futures contracts and options thereon; and the Enhanced U.S. Large
Company Portfolio may purchase, sell and enter into indices-related futures
contracts, options on such futures contracts, securities-related swap agreements
and other derivative instruments;

(2) make loans of cash, except through the acquisition of repurchase agreements
and obligations customarily purchased by institutional investors;

(3) as to 75% of the total assets of a Portfolio, invest in the securities of
any issuer (except obligations of the U.S. Government and its instrumentalities)
if, as a result, more than 5% of the Portfolio's total assets, at market, would
be invested in the securities of such issuer, provided that this limitation
applies to 100% of the total assets of The U.S. 9-10 Small Company Portfolio and
The DFA Global Fixed Income Portfolio is not subject to this limitation;

<PAGE>

(4) purchase or retain securities of an issuer if those officers and directors
of the Fund or the Advisor owning more than 1/2 of 1% of such securities
together own more than 5% of such securities;

(5) borrow, except from banks and as a temporary measure for extraordinary or
emergency purposes and then, in no event, in excess of 5% of a Portfolio's gross
assets valued at the lower of market or cost; provided that The United Kingdom,
Pacific Rim and Continental Small Company Portfolios, The Large Cap
International Portfolio, DFA Two-Year Corporate Fixed Income Portfolio, DFA Two-
Year Government Portfolio, DFA Two-Year Global Fixed Income Portfolio, DFA
Global Fixed Income Portfolio, U.S. Large Company Portfolio, Enhanced U.S. Large
Company Portfolio, The DFA/AEW Real Estate Securities Portfolio, the Value
Portfolios, the RWB/DFA International High Book to Market Portfolio, The U.S. 6-
10 Small Company Portfolio, the Emerging Markets Portfolio and the DFA
International Small Cap Value Portfolio may borrow amounts not exceeding 33% of
their net assets from banks and pledge not more than 33% of such assets to
secure such loans;

(6) pledge, mortgage, or hypothecate any of its assets to an extent greater than
10% of its total assets at fair market value, except as described in (5) above;

(7) invest more than 10% of the value of the Portfolio's total assets in
illiquid securities which include certain restricted securities, repurchase
agreements with maturities of greater than seven days, and other illiquid
investments; provided that the Enhanced U.S. Large Company, DFA Two-Year
Corporate Fixed Income, DFA Two-Year Government and DFA Two-Year Global Fixed
Income Portfolios are not subject to this limitation and The DFA/AEW Real Estate
Securities Portfolio, the Value Portfolios, the RWB/DFA International High Book
to Market Portfolio, The U.S. 6-10 Small Company Portfolio, the Emerging Markets
Portfolio, DFA International Small Cap Value Portfolio, may invest not more than
15% of their total assets in illiquid securities;

(8) engage in the business of underwriting securities issued by others;

(9) invest for the purpose of exercising control over management of any company;

(10) invest its assets in securities of any investment company, except in
connection with a merger, acquisition of assets, consolidation or
reorganization, provided that The DFA/AEW Real Estate Securities Portfolio may
invest in a REIT that is registered as an investment company; and provided that
the Enhanced U.S. Large Company Portfolio may invest its assets in securities of
investment companies and units of such companies such as, but not limited to,
S&P Depositary Receipts;

(11) invest more than 5% of its total assets in securities of companies which
have (with predecessors) a record of less than three years' continuous
operation, except this limitation does not apply to The DFA/AEW Real Estate
Securities Portfolio;

(12) acquire any securities of companies within one industry if, as a result of
such acquisition, more than 25% of the value of the Portfolio's total assets
would be invested in securities of companies within such industry; except DFA
One-Year Fixed Income, DFA Two-Year Corporate Fixed Income and DFA Two-Year
Global Fixed Income Portfolios shall invest more than 25% of its total assets in
obligations of banks and bank holding companies in the circumstances described
in the prospectus under "Investments in the Banking Industry" and as otherwise
described under "Portfolio Strategy"; and except The DFA/AEW Real Estate
Securities Portfolio shall invest more than 25% of its total assets in
securities of companies in the real estate industry;

<PAGE>

(13) write or acquire options (except as described in (1) above) or interests in
oil, gas or other mineral exploration, leases or development programs, except
the Enhanced U.S. Large Company Portfolio may write or acquire options;

(14) purchase warrants, however, the Domestic and International Equity
Portfolios may acquire warrants as a result of corporate actions involving their
holdings of other equity securities;

(15) purchase securities on margin or sell short;

(16) acquire more than 10% of the voting securities of any issuer and The U.S.
9-10 Small Company Portfolio will not acquire more than 10% of any class of
securities of any issuer, and provided that this limitation applies only to 75%
of the assets of The DFA/AEW Real Estate Securities Portfolio, the Value
Portfolios, the Emerging Markets Portfolio and the DFA International Small Cap
Value Portfolio.

The investment limitations described in (3), (7), (9), (10), (11), (12) and
(16) above do not prohibit each Feeder Portfolio from investing all or
substantially all of its assets in the shares of another registered open-end
investment company, such as a Series of the Trust. The investment limitations
of each Series are the same as those of the corresponding Feeder Portfolio.

The investment limitations described in (1) and (15) above do not prohibit
each Portfolio that may purchase or sell financial futures contracts and options
thereon from making margin deposits not exceeding 5% of its net assets; and the
investment limitations described in (1), (13) and (15) above do not prohibit the
Enhanced U.S. Large Company Portfolio from (i) making margin deposits in
connection with transactions in options; and (ii) maintaining a short position,
or purchasing, writing or selling puts, calls, straddles, spreads or
combinations thereof in connection with transactions in options, futures, and
options on futures and transactions arising under swap agreements or other
derivative instruments;

For purposes of (5) above, the Emerging Markets Portfolio (indirectly
through its investment in the Emerging Markets Series) may borrow in connection
with a foreign currency transaction or the settlement of a portfolio trade. The
only type of borrowing contemplated thereby is the use of a letter of credit
issued on the Emerging Markets Series' behalf in lieu of depositing initial
margin in connection with currency futures contracts, and the Series has no
present intent to engage in any other types of borrowing transactions under this
authority.

Although (2) above prohibits cash loans, the Portfolios are authorized to
lend portfolio securities. Inasmuch as the Feeder Portfolios will only hold
shares of a corresponding Series, these Portfolios do not intend to lend those
shares.

For the purposes of (7) above, DFA One-Year Fixed Income Portfolio, DFA
Two-Year Corporate Fixed Income Portfolio, DFA Two-Year Global Fixed Income
Portfolio (indirectly through their investment in the corresponding Series) and
DFA Global Fixed Income Portfolio may invest in commercial paper that is exempt
from the registration requirements of the Securities Act of 1933 (the "1933
Act") subject to the requirements regarding credit ratings stated in the
prospectus under "Description of Investments." Further, pursuant to Rule 144A
under the 1933 Act, the Portfolios may purchase certain unregistered (i.e.
restricted) securities upon a determination that a liquid institutional market
exists for the securities. If it is decided that a liquid market does exist,
the securities will not be subject to the 10% or 15% limitation on holdings of
illiquid securities stated in (7) above. While maintaining oversight, the Board
of Directors has delegated the day-to-day function of making liquidity
determinations to the Advisor. For 144A securities to be considered liquid,
there must be at least two dealers making a market in such securities. After
purchase, the Board of Directors and the Advisor will continue to monitor the
liquidity of Rule 144A securities.

<PAGE>

For the purposes of (12) above, utility companies will be divided according
to their services; e.g., gas, gas transmission, electric and gas, electric,
water and telephone will each be considered a separate industry.

Although not a fundamental policy subject to shareholder approval: (1) The
Large Cap International and the Small Company Portfolios, including The U.S. 6-
10 Small Company Portfolio indirectly through its investment in the 6-10 Series,
do not intend to purchase interests in any real estate investment trust; and
(2) the Enhanced U.S. Large Company, DFA Two-Year Corporate Fixed Income, DFA
Two-Year Government and DFA Two-Year Global Fixed Income Portfolios (indirectly
through their investment in the corresponding Series) do not intend to invest
more than 15% of their total assets in illiquid securities.

The International Equity Portfolios (including the RWB/DFA International
High Book to Market Portfolio indirectly through its investment in the
corresponding Series), DFA Two-Year Global Fixed Income Portfolio (indirectly
through its investment in the Two-Year Global Fixed Income Series) and DFA
Global Fixed Income Portfolio may acquire and sell forward foreign currency
exchange contracts in order to hedge against changes in the level of future
currency rates. Such contracts involve an obligation to purchase or sell a
specific currency at a future date at a price set in the contract. While each
Value Portfolio and the DFA International High Book to Market Portfolio
(indirectly through their investment in the corresponding Series), as well as
The DFA/AEW Real Estate Securities Portfolio, have retained authority to buy and
sell financial futures contracts and options thereon, they have no present
intention to do so.

Notwithstanding any of the above investment restrictions, the Emerging
Markets Series may establish subsidiaries or other similar vehicles for the
purpose of conducting its investment operations in Approved Markets, if such
subsidiaries or vehicles are required by local laws or regulations governing
foreign investors such as the Series or whose use is otherwise considered by the
Series to be advisable. The Emerging Markets Series would "look through" any
such vehicle to determine compliance with its investment restrictions.

Unless otherwise indicated, all limitations applicable to the Portfolios'
and Series' investments apply only at the time that a transaction is undertaken.
Any subsequent change in a rating assigned by any rating service to a security
or change in the percentage of a Portfolio's or Series' assets invested in
certain securities or other instruments resulting from market fluctuations or
other changes in a Portfolio's or Series' total assets will not require a
Portfolio or Series to dispose of an investment until the Advisor determines
that it is practicable to sell or closeout the investment without undue market
or tax consequences. In the event that ratings services assign different
ratings to the same security, the Advisor will determine which rating it
believes best reflects the security's quality and risk at that time, which may
be the higher of the several assigned ratings.

OPTIONS ON STOCK INDICES

The Enhanced U.S. Large Company Series may purchase and sell options on
stock indices. With respect to the sale of call options on stock indices,
pursuant to published positions of the Securities and Exchange Commission
("SEC"), the Enhanced U.S. Large Company Series will either (1) maintain with
its custodian cash or cash equivalents equal to the contract value (less any
margin deposits); (2) hold a portfolio of stocks substantially replicating the
movement of the index underlying the call option; or (3) hold a separate call on
the same index as the call written where the exercise price of the call held is
(a) equal to or less than the exercise price of the call written, or (b) greater
than the exercise price of the call written, provided the difference is
maintained by the Series in cash or cash equivalents in a segregated account
with its custodian. With respect to the sale of put options on stock indices,
pursuant to published SEC positions, the Enhanced U.S. Large Company Series will
either (1) maintain cash or cash equivalents equal to the exercise price (less
any margin deposits) in a segregated account with its custodian; or (2) hold a
put on the same index as the put written where the exercise price of the put
held is (a) equal to or greater than the exercise price of the

<PAGE>

put written, or (b) less than the exercise price of the put written, provided an
amount equal to the difference is maintained by the Series in cash or cash
equivalents in a segregated account with its custodian.

Prior to the earlier of exercise or expiration, an option may be closed out
by an offsetting purchase or sale of an option of the same series (type,
exchange, underlying index, exercise price, and expiration). There can be no
assurance, however, that a closing purchase or sale transaction can be effected
when the Enhanced U.S. Large Company Series desires.

The Enhanced U.S. Large Company Series will realize a capital gain from a
closing purchase transaction if the cost of the closing option is less than the
premium received from writing the option, or, if it is more, the Series will
realize a capital loss. If the premium received from a closing sale transaction
is more than the premium paid to purchase the option, the Enhanced U.S. Large
Company Series will realize a capital gain or, if it is less, the Series will
realize a capital loss. The principal factors affecting the market value of a
put or a call option include supply and demand, interest rates, the current
market price of the underlying index in relation to the exercise price of the
option, the volatility of the underlying index, and the time remaining until the
expiration date.

If an option written by the Enhanced U.S. Large Company Series expires, the
Series realizes a capital gain equal to the premium received at the time the
option was written. If an option purchased by the Enhanced U.S. Large Company
Series expires unexercised, the Series realizes a capital loss equal to the
premium paid.

The premium paid for a put or call option purchased by the Enhanced U.S.
Large Company Series is an asset of the Series. The premium received for an
option written by the Series is recorded as a deferred credit. The value of an
option purchased or written is marked to market daily and is valued at the
closing price on the exchange on which it is traded or, if not traded on an
exchange or no closing price is available, at the mean between the last bid and
asked prices.

RISKS ASSOCIATED WITH OPTIONS ON INDICES

There are several risks associated with transactions in options on indices.
For example, there are significant differences between the securities and
options markets that could result in an imperfect correlation between these
markets, causing a given transaction not to achieve its objectives. The value
of an option position will reflect, among other things, the current market price
of the underlying index, the time remaining until expiration, the relationship
of the exercise price, the term structure of interest rates, estimated price
volatility of the underlying index and general market conditions. A decision as
to whether, when and how to use options involves the exercise of skill and
judgment, and even a well-conceived transaction may be unsuccessful to some
degree because of market behavior or unexpected events.

Options normally have expiration dates of up to 90 days. The exercise
price of the options may be below, equal to or above the current market value of
the underlying index. Purchased options that expire unexercised have no value.
Unless an option purchased by the Enhanced U.S. Large Company Series is
exercised or unless a closing transaction is effected with respect to that
position, the Enhanced U.S. Large Company Series will realize a loss in the
amount of the premium paid and any transaction costs.

A position in an exchange-listed option may be closed out only on an
exchange that provides a secondary market for identical options. Although the
Enhanced U.S. Large Company Series intends to purchase or write only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market will exist for any particular option at
any specific time. Closing transactions may be effected with respect to options
traded in the over-the-counter markets only by negotiating directly with the
other party to the option contract, or in a secondary market for the option if
such a market

<PAGE>

exists. There can be no assurance that the Enhanced U.S. Large Company Series
will be able to liquidate an over-the-counter option at a favorable price at any
time prior to expiration. In the event of insolvency of the counter-party, the
Series may be unable to liquidate an over-the-counter option. Accordingly, it
may not be possible to effect closing transactions with respect to certain
options, with the result that the Enhanced U.S. Large Company Series would have
to exercise those options which they have purchased in order to realize any
profit. With respect to options written by the Enhanced U.S. Large Company
Series, the inability to enter into a closing transaction may result in material
losses to the Series.

Index prices may be distorted if trading of a substantial number of
securities included in the index is interrupted causing the trading of options
on that index to be halted. If a trading halt occurred, the Enhanced U.S. Large
Company Series would not be able to close out options which it had purchased and
may incur losses if the underlying index moved adversely before trading resumed.
If a trading halt occurred and restrictions prohibiting the exercise of options
were imposed through the close of trading on the last day before expiration,
exercises on that day would be settled on the basis of a closing index value
that may not reflect current price information for securities representing a
substantial portion of the value of the index.

The Enhanced U.S. Large Company Series' activities in the options markets
may result in higher fund turnover rates and additional brokerage costs;
however, the Series may also save on commissions by using options as a hedge
rather than buying or selling individual securities in anticipation or as a
result of market movements.

INVESTMENT LIMITATIONS ON OPTIONS TRANSACTIONS

The ability of the Enhanced U.S. Large Company Series to engage in options
transactions is subject to certain limitations. The Series may purchase call
and put options to the extent that the premiums paid by the Series on all such
outstanding options do not exceed 20% of the Series' net assets. The Enhanced
U.S. Large Company Series may only purchase put options to the extent that the
premiums on all outstanding put options do not exceed 20% of the Series' net
assets. With regard to the writing of put options, the Enhanced U.S. Large
Company Series will limit the aggregate value of the obligations underlying such
put options to 50% of the Series' net assets. The Enhanced U.S. Large Company
Series will only invest in over-the-counter options to the extent consistent
with the 15% limit on investments in illiquid securities.

FUTURES CONTRACTS

Please note that while the following discussion relates to the policies of
certain Portfolios with respect to futures contracts, it should be understood
that with respect to a Feeder Portfolio, the discussion applies to the Series of
the Trust in which the Feeder Portfolio invests all of its assets.

All Portfolios, except The U.S. 9-10 and 6-10 Small Company Portfolios, The
DFA One-Year Fixed Income Portfolio and The DFA Five-Year Government Portfolio,
may enter into futures contracts and options on futures contracts. Such
Portfolios (with the exception of Enhanced U.S. Large Company Portfolio and its
corresponding Series) may enter into futures contracts and options on future
contracts only for the purpose of remaining fully invested and to maintain
liquidity to pay redemptions. The Enhanced U.S. Large Company Portfolio may use
futures contracts and options thereon to hedge against securities prices or as
part of its overall investment strategy.

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of defined securities at a specified future
time and at a specified price. Futures contracts which are standardized as to
maturity date and underlying financial instrument are traded on national futures
exchanges. The Portfolios or Series will be required to make a margin deposit
in cash or government securities with a

<PAGE>

broker or custodian to initiate and maintain positions in futures contracts.
Minimal initial margin requirements are established by the futures exchange and
brokers may establish margin requirements which are higher than the exchange
requirements. After a futures contract position is opened, the value of the
contract is marked to market daily. If the futures contract price changes to
the extent that the margin on deposit does not satisfy margin requirements,
payment of additional "variation" margin will be required. Conversely,
reduction in the contract value may reduce the required margin resulting in a
repayment of excess margin to the Portfolio or Series. Variation margin
payments are made to and from the futures broker for as long as the contract
remains open. The Portfolios or Series expect to earn income on their margin
deposits. Pursuant to current regulations, a Portfolio or Series will not enter
into futures contract transactions if, immediately thereafter, the sum of its
initial and variation margin deposits on open contracts exceeds 5% of the market
value of its total assets. In addition, to the extent that a Series or
Portfolio invests in futures contracts and options thereon for other than bona
fide hedging purposes, such Series or Portfolio will enter into such
transactions if, immediately thereafter, the sum of the amount of initial margin
deposits and premiums paid for open futures options would exceed 5% of the
Series' or Portfolio's total assets, after taking into account unrealized
profits and unrealized losses on such contracts it has entered into; provided,
however, that, in the case of an option that is in-the-money at the time of
purchase, the in-the-money amount may be excluded in calculating the 5%.
Pursuant to published positions of the SEC, the Portfolios or Series may be
required to maintain segregated accounts consisting of liquid assets, such as
cash, U.S. government securities, or other high grade debt obligations (or, as
permitted under applicable regulation, enter into offsetting positions) in
connection with its futures contract transactions in order to cover its
obligations with respect to such contracts.

Positions in futures contracts may be closed out only on an exchange which
provides a secondary market. However, there can be no assurance that a liquid
secondary market will exist for any particular futures contract at any specific
time. Therefore, it might not be possible to close a futures position and, in
the event of adverse price movements, the Portfolio or Series would continue to
be required to continue to make variation margin deposits. In such
circumstances, if the Portfolio or Series has insufficient cash, it might have
to sell portfolio securities to meet daily margin requirements at a time when it
might be disadvantageous to do so. Management intends to minimize the
possibility that it will be unable to close out a futures contract by only
entering into futures which are traded on national futures exchanges and for
which there appears to be a liquid secondary market.

FEDERAL TAX TREATMENT OF FUTURES CONTRACTS

Except for transactions a Portfolio has identified as hedging transactions,
the Portfolio is required for federal income tax purposes to recognize as income
for each taxable year its net unrealized gains and losses on certain futures
contracts as of the end of the year as well as those actually realized during
the year. In most cases, any gain or loss recognized with respect to a futures
contract is considered to be 60% long-term gain or loss and 40% short-term
capital gain or loss, without regard to the holding period of the contract.
Furthermore, sales of futures contracts which are intended to hedge against a
change in the value of securities held by the Portfolio may affect the holding
period of such securities and, consequently, the nature of the gain or loss on
such securities upon disposition.

In order for a Portfolio to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, gains from the sale of
securities and other income derived with respect to the Portfolio's business of
investing in securities. In addition, gains realized on the sale or other
disposition of securities held for less than three months must be limited to
less than 30% of the Portfolio's annual gross income. It is anticipated that
any net gain realized from closing futures contracts will be considered gain
from the sale of securities and, therefore, constitute qualifying income for
purposes of the 90% requirement. In order to avoid realizing excessive gains on
securities held

<PAGE>

less than three months, the Portfolio may be required to defer the closing out
of futures contracts beyond the time when it would otherwise be advantageous to
do so. It is anticipated that unrealized gains on futures contracts which have
been open for less than three months as of the end of the Portfolio's fiscal
year and which are recognized for tax purposes, will not be considered gains on
sales of securities held less than three months for the purpose of the 30% test.
The Portfolios will distribute to shareholders annually any net capital gains
which have been recognized for federal income tax purposes (including unrealized
gains at the end of each Portfolio's fiscal year) on futures transactions. Such
distributions will be combined with distributions of capital gains realized on
each Portfolio's other investments.

MANAGEMENT OF THE FUND

The Advisor has undertaken to reimburse each Portfolio to the extent
necessary to satisfy the most restrictive expense ratio required by any state in
which the particular Portfolio's shares are qualified for sale. Presently, the
most restrictive expense limitation is 2.5% on the first $30,000,000 of average
annual net assets of the Portfolio, 2.0% of the next $70,000,000 of such assets,
and 1.5% of any excess.

DIRECTORS AND OFFICERS

The names and addresses of the directors and officers of the Fund and a
brief statement of their present positions and principal occupations during the
past five years is set forth below.

DIRECTORS

David G. Booth*, 49, Director, President and Chairman-Chief Executive
Officer, Santa Monica, CA. President, Chairman-Chief Executive Officer and
Director, Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia Pty
Limited, Dimensional Investment Group Inc. (registered investment company) and
Dimensional Emerging Markets Fund Inc. (registered investment company).
Trustee, President and Chairman-Chief Executive Officer of The DFA Investment
Trust Company. Chairman and Director, Dimensional Fund Advisors Ltd.

George M. Constantinides, 47, Director, Chicago, IL. Leon Carroll Marshall
Professor of Finance, Graduate School of Business, University of Chicago.
Trustee, The DFA Investment Trust Company. Director, Dimensional Investment
Group Inc. and Dimensional Emerging Markets Fund Inc. Academic Advisory Council
Member, Merrill Lynch & Co.

John P. Gould, 57, Director, Chicago, IL. Distinguished Service Professor
of Economics, Graduate School of Business, University of Chicago. Trustee, The
DFA Investment Trust Company and First Prairie Funds (registered investment
company). Director, Dimensional Investment Group Inc., Dimensional Emerging
Markets Fund Inc. and Harbor Investment Advisors.

Roger G. Ibbotson, 52, Director, New Haven, CT. Professor in Practice of
Finance, Yale School of Management. Trustee, The DFA Investment Trust Company.
Director, Dimensional Investment Group Inc., Dimensional Emerging Markets Fund
Inc., Hospital Fund, Inc. (investment management services) and BIRR Portfolio
Analysis, Inc. (software products). Chairman, Institute Study of Security
Markets. Chairman and President, Ibbotson Associates, Inc., Chicago, IL
(software, data, publishing and consulting).

Merton H. Miller, 72, Director, Chicago, IL. Robert R. McCormick
Distinguished Service Professor Emeritus, Graduate School of Business,
University of Chicago. Trustee, The DFA Investment Trust Company. Director,
Dimensional Investment Group Inc. and Dimensional Emerging Markets Fund Inc.

<PAGE>

Myron S. Scholes, 54, Director, Greenwich, CT. Frank E. Buck Professor of
Finance, Graduate School of Business and Professor of Law, Law School, Senior
Research Fellow, Hoover Institution, (all) Stanford University. Trustee, The
DFA Investment Trust Company. Director, Dimensional Investment Group Inc.,
Dimensional Emerging Markets Fund Inc., Benham Capital Management Group of
Investment Companies and Smith Breedon Group of Investment Companies. Limited
Partner, Long-Term Capital Management L.P. (money manager).

Rex A. Sinquefield*, 51, Director, Chairman and Chief Investment Officer,
Santa Monica, CA. Chairman-Chief Investment Officer and Director, Dimensional
Fund Advisors Inc., DFA Securities Inc., DFA Australia Pty Limited, Dimensional
Investment Group Inc. and Dimensional Emerging Markets Fund Inc. Trustee,
Chairman-Chief Investment Officer of The DFA Investment Trust Company.
Chairman, Chief Executive Officer and Director, Dimensional Fund Advisors Ltd.

* Interested Director of the Fund.

OFFICERS

Each of the officers listed below hold the same office in the following
entities: Dimensional Fund Advisors Inc., DFA Securities Inc., DFA Australia
Pty Limited, Dimensional Investment Group Inc., The DFA Investment Trust
Company, Dimensional Fund Advisors Ltd., and Dimensional Emerging Markets Fund
Inc.

Arthur Barlow, 40, Vice President, Santa Monica, CA.

Maureen Connors, 59, Vice President, Santa Monica, CA.

Truman Clark, 54, Vice President, Santa Monica, CA.

Robert Deere, 38, Vice President, Santa Monica, CA.

Irene R. Diamant, 45, Vice President and Secretary, Santa Monica, CA.
Associate attorney, Cahill Gordon & Reindel, from 1987 to 1991.

Eugene Fama, Jr., 35, Vice President, Santa Monica, CA.

David Plecha, 34, Vice President, Santa Monica, CA.

George Sands, 40, Vice President, Santa Monica, CA. Managing Director,
Asset Strategy Consulting, Los Angeles, CA from 1991 to 1992 and previously Vice
President of Wilshire Associates, Santa Monica, CA.

Michael T. Scardina, 40, Vice President, Chief Financial Officer,
Controller and Treasurer, Santa Monica, CA.

Cem Severoglu, 31, Vice President, Santa Monica, CA.

Jeanne C. Sinquefield, Ph.D., 49, Executive Vice President, Santa Monica,
CA.

Rex A. Sinquefield and Jeanne C. Sinquefield are husband and wife.
Directors and officers as a group own less than 1% of the Fund's outstanding
stock.

<PAGE>

Set forth below is a table listing, for each director entitled to receive
compensation, the compensation received from the Fund during the fiscal year
ended November 30, 1995 and the total compensation received from all four
registered investment companies for which the Advisor serves as investment
advisor during that same fiscal year.

Aggregate Total Compensation from
Director Compensation Fund
- -------- from Fund and Fund Complex
------------------- --------------------------
<S> <C> <C>
George M. Constantinides $ 15,000 $ 30,000
John P. Gould $ 15,000 $ 30,000
Roger G. Ibbotson $ 15,000 $ 30,000
Merton H. Miller $ 12,000 $ 24,000
Myron S. Scholes $ 15,000 $ 30,000

</TABLE>

ADMINISTRATIVE SERVICES

PFPC Inc. ("PFPC") serves as the accounting services, dividend disbursing
and transfer agent for all Fund Portfolios and Series of the Trust. The
services provided by PFPC are subject to supervision by the executive officers
and the Board of Directors of the Fund, and include day-to-day keeping and
maintenance of certain records, calculation of the offering price of the shares,
preparation of reports, liaison with its custodians, and transfer and dividend
disbursing agency services. For its services, each of the Portfolios listed
below pays PFPC annual fees which are set forth in the following table:

U.S. 9-10 SMALL COMPANY PORTFOLIO
.1025% of the first $300 million of net assets
.0769% of the next $300 million of net assets
.0513% of the next $250 million of net assets
.0205% of the net assets over $850 million
PFPC has agreed that it may from time to time limit the fee rates for this
Portfolio.

DFA/AEW REAL ESTATE SECURITIES PORTFOLIO
.10% of the first $200 million of net assets
.075% of the next $200 million of net assets
.05% of the next $200 million of net assets
.03% of the next $200 million of net assets
.02% of net assets over $800 million
The DFA/AEW Real Estate Securities Portfolio is subject to a $4,900 per month
minimum fee.

JAPANESE SMALL COMPANY PORTFOLIO
PACIFIC RIM SMALL COMPANY PORTFOLIO
UNITED KINGDOM SMALL COMPANY PORTFOLIO
CONTINENTAL SMALL COMPANY PORTFOLIO
LARGE CAP INTERNATIONAL PORTFOLIO
DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO
Charges for each Portfolio:
.1230% of the first $300 million of net assets
.0615% of the next $300 million of net assets
.0410% of the next $250 million of net assets
.0205% of the net assets over $850 million

<PAGE>

The Pacific Rim Small Company Portfolio is subject to a minimum fee of $100,000.
The Large Cap International Portfolio and the DFA International Small Cap Value
Portfolio are each subject to $75,000 per year minimum fees.

DFA FIVE-YEAR GOVERNMENT PORTFOLIO
DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO
Charges for each Portfolio:
.0513% of the first $100 million of net assets
.0308% of the next $100 million of net assets
.0205% of net assets over $200 million

DFA GLOBAL FIXED INCOME PORTFOLIO
.1230% of the first $150 million of net assets
.0820% of the next $150 million of net assets
.0615% of the next $300 million of net assets
.0410% of the next $250 million of net assets
.0205% of net assets over $850 million
The DFA Global Fixed Income Portfolio is subject to a $75,000 per year minimum
fee.

PFPC also charges each Feeder Portfolio a monthly fee of $1,000, except for the
Emerging Markets, DFA Two-Year Global Fixed Income and DFA Two-Year Government
Portfolios which pay $2,600 monthly.

OTHER INFORMATION

For the services it provides as investment advisor to each Portfolio of the
Fund (or, with respect to each Feeder Portfolio, the corresponding Series of the
Trust), the Advisor is paid a monthly fee calculated as a percentage of average
net assets of the Portfolio (or, with respect to each Feeder Portfolio, the
corresponding Series of the Trust). For the fiscal years ending November 30,
1992, 1993 and 1994, the Portfolios only paid advisory fees as set forth in the
following table:

1992 1993 1994
(000) (000) (000)
<S> <C> <C> <C>
U.S. 9-10 Small Company Portfolio $3,550 $3,149 $3,337

U.S. 6-10 Small Company Portfolio March 20 $ 87 n/a
to
November
30, 1992
--------
$ 191

U.S. Large Company Portfolio $ 31 $ 19 n/a
($36 waived)
DFA/AEW Real Estate Securities Portfolios n/a $ 75 $ 138

Japanese Small Company Portfolio $ 712 $1,127 $1,500

Pacific Rim Small Company Portfolio n/a $ 425 $ 962

United Kingdom Small Company Portfolio $ 728 $ 826 $1,044

Continental Small Company Portfolio $1,109 $1,149 $1,627

<PAGE>

Large Cap International Portfolio waived $ 132 $ 148
($ 35)
RWB/DFA International High Book to Market n/a $ 105 $ 156
Portfolio

DFA One-Year Fixed Income Portfolio $ 757 $ 147 n/a

DFA Five-Year Government Portfolio $ 129 $ 256 $ 427

DFA Global Fixed Income Portfolio $ 107 $ 192 $ 311

DFA Intermediate Government Fixed Income $ 53 $ 72 $ 88
Portfolio

</TABLE>

The Fund commenced offering shares of The U.S. 6-10 Small Company Portfolio
in March, 1992; The DFA/AEW Real Estate Securities, The U.S. Large Cap Value and
The U.S. Small Cap Value Portfolios in September, 1992; the RWB/DFA
International High Book to Market Portfolio in May, 1993; the Emerging Markets
Portfolio in April, 1994; the DFA Global Bond and DFA Global Value Portfolios in
August, 1994; the DFA International Small Cap Value Portfolio in December, 1994;
Enhanced U.S. Large Company, DFA Two-Year Corporate Fixed Income, DFA Two-Year
Government and DFA Two-Year Global Fixed Income Portfolios in February, 1996.

Until March, 1992, The DFA Intermediate Fixed Income Portfolio and The DFA
Global Fixed Income Portfolio were named The DFA Intermediate Government Bond
Portfolio and The DFA Global Bond Portfolio, respectively. Until February,
1993, The Pacific Rim Small Company Portfolio was named The Asia-Australia Small
Company Portfolio. Until May, 1993, The DFA/AEW Real Estate Securities
Portfolio, The U.S. Large Cap Value Portfolio and The U.S. Small Cap Value
Portfolio were named The DFA Real Estate Securities Portfolio, The U.S. Large
Cap High Book to Market Portfolio and The U.S. Small Cap High Book to Market
Portfolio, respectively. Until September, 1995, The DFA Intermediate Government
Fixed Income Portfolio was named The DFA Intermediate Government Bond Portfolio
Shares, The DFA Global Fixed Income Portfolio was named The DFA Global Bond
Portfolio Shares, The Pacific Rim Small Company Portfolio was named The Asia-
Australia Small Company Portfolio Shares, The DFA/AEW Real Estate Securities
Portfolio was named DFA Real Estate Securities Portfolio Shares, The U.S. Large
Cap Value Portfolio was named The U.S. Large Cap High Book to Market Portfolio
Shares, The U.S. Small Cap Value Portfolio was named The U.S. Small Cap High
Book to Market Portfolio Shares. Until February, 1996, RWB/DFA International
High Book to Market Portfolio was named DFA International High Book to Market
Portfolio.

With respect to matters which require shareholder approval, shareholders
are entitled to vote only with respect to matters which affect the interest of
the class of shares (Portfolio) which they hold, except as otherwise required by
applicable law. If liquidation of the Fund should occur, shareholders would be
entitled to receive on a per class basis the assets of the particular Portfolio
whose shares they own, as well as a proportionate share of Fund assets not
attributable to any particular class. Ordinarily, the Fund does not intend to
hold annual meetings of shareholders, except as required by the Investment
Company Act of 1940 or other applicable law. The Fund's bylaws provide that
special meetings of shareholders shall be called at the written request of at
least 10% of the votes entitled to be cast at such meeting. Such meeting may be
called to consider any matter, including the removal of one or more directors.
Shareholders will receive shareholder communications with respect to such
matters as required by the Investment Company Act of 1940, including semi-annual
and annual financial statements of the Fund, the latter being audited at least
once each year.

<PAGE>

PRINCIPAL HOLDERS OF SECURITIES

As of October 31, 1995, the following stockholders owned beneficially at
least 5% of the outstanding stock of the Portfolios, as set forth below.

THE U.S. 9-10 SMALL COMPANY PORTFOLIO

<TABLE>

<S> <C>
Charles Schwab & Company, Inc. - REIN* 16.05%
101 Montgomery Street
San Francisco, CA 94104

Pepsico Inc. Master Trust 11.27%
The Northern Trust Company Trustee
P.O. Box 92956
801 South Canal
Chicago, IL 60675

State Farm Insurance Companies 10.84%
One State Farm Plaza
Bloomington, IL 61710

Amoco Corporation Master Trust 9.53%
Employee Pension Plan P94304
P.O. Box 87703
Chicago, IL 60680

Owens-Illinois 6.51%
Master Retirement Trust
34 Exchange Place
Jersey City, NJ 07302

Board of Trustees, NEBF 5.30%
Pension Benefit Trust Fund
1125 15th Street, N.W.
Washington, D.C. 20005

THE U.S. 6-10 SMALL COMPANY PORTFOLIO

Washington University 33.03%
Endowment Fund
P. O. Box 1047
St. Louis, Missouri 63139

The Charles A. Dana Foundation 22.93%
745 5th Avenue, Suite 700
New York, NY 10151

- ------------------------
* Owner of record only

<PAGE>

Salvation Army - ETHQ 14.93%
440 W. Nyack Road
West Nyack, NY 10994

Claude Worthington Benedum Foundation 6.58%
1400 Benedum-Trees Building
Pittsburgh, PA 15222

John B. Stetson University 5.56%
Campus Box 8318
De Land, FL 32720

Charles Schwab & Company, Inc. - REIN* 7.48%
101 Montgomery Street
San Francisco, CA 94104

THE JAPANESE SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust 29.68%
1155 Peachtree Street, N.E.
Atlanta, GA 30367

Charles Schwab & Company, Inc. - REIN* 32.75%
101 Montgomery Street
San Francisco, CA 94104

Bost & Co.* 12.30%
1 Cabot Road, AIM 028-0038
Medford, MA 02155

San Diego County Employees 5.33%
1600 Pacific Highway
San Diego, CA 92101

THE UNITED KINGDOM SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust 43.07%
1155 Peachtree Street, N.E.
Atlanta, GA 30367

Charles Schwab & Company, Inc.-REIN* 29.68%
101 Montgomery Street
San Francisco, CA 94104

Bost & Co.* 10.46%
1 Cabot Road, AIM 028-0038
Medford, MA 02155

- ------------------------
* Owner of record only

<PAGE>

San Diego County Employees 5.30%
1600 Pacific Highway
San Diego, CA 92101

THE CONTINENTAL SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust 31.79%
1155 Peachtree Street, N.E.
Atlanta, GA 30367-6000

Charles Schwab & Company, Inc. - REIN* 28.00%
101 Montgomery Street
San Francisco, CA 94104

Bost & Co.* 12.96%
1 Cabot Road, AIM 028-0038
Medford, MA 02155

San Diego County Employees 6.39%
1600 Pacific Highway
San Diego, CA 92101

THE LARGE CAP INTERNATIONAL PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 83.97%
101 Montgomery Street
San Francisco, CA 94104

THE U.S. LARGE COMPANY PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 61.78%
101 Montgomery Street
San Francisco, CA 94104

Flensing & Co.* 8.46%
c/o State Street Bank & Trust Co.
Master Trust Services/Public Funds
P.O. Box 1992
Boston, MA 02105

Donaldson Lufkin & Jenrette Securities Corp.* 8.36%
P.O. Box 2052
Jersey City, NJ 07303

Charles Schwab & Company, Inc. - CASH* 5.53%
101 Montgomery Street
San Francisco, CA 94104

- ------------------------
* Owner of record only.

<PAGE>

THE DFA ONE-YEAR FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 20.77%
101 Montgomery Street
San Francisco, CA 94104

Charles Schwab & Company, Inc. - CASH* 20.53%
101 Montgomery Street
San Francisco, CA 94104

Peoples Energy Corporation Pension Trust 8.46%
130 E. Randolph Dr., 24th Floor
Chicago, IL 60601

THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 68.50%
101 Montgomery Street
San Francisco, CA 94104

Charles Schwab & Company, Inc. - CASH* 5.73%
101 Montgomery Street
San Francisco, CA 94104

Charles Schwab & Company, Inc. - CAP* 5.69%
101 Montgomery Street
San Francisco, CA 94104

THE DFA GLOBAL FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 72.11%
101 Montgomery Street
San Francisco, CA 94104

Charles Schwab & Company, Inc. - CAP* 14.91%
101 Montgomery Street
San Francisco, CA 94104

THE DFA INTERMEDIATE GOVERNMENT FIXED INCOME PORTFOLIO

Charles Schwab & Company, Inc. - CAP* 66.10%
101 Montgomery Street
San Francisco, CA 94104

Charles Schwab & Company, Inc. - REIN* 19.92%
101 Montgomery Street
San Francisco, CA 94104

- ------------------------------
* Owner of record only.

<PAGE>

Charles Schwab & Company, Inc. - CASH* 7.14%
101 Montgomery Street
San Francisco, CA 94104

Stanford University 5.24%
Chase MetroTech Center
Brooklyn, NY 11245

PACIFIC RIM SMALL COMPANY PORTFOLIO

BellSouth Corporation Master Pension Trust 60.02%
1155 Peachtree Street, N.E.
Atlanta, GA 30367

Charles Schwab & Company, Inc. - REIN* 17.32%
101 Montgomery Street
San Francisco, CA 94104

Bost & Co.* 9.46%
1 Cabot Road, AIM 028-0038
Medford, MA 02155

U.S. LARGE CAP VALUE PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 50.65%
101 Montgomery Street
San Francisco, CA 94104

Mac & Co. #504-378* 7.93%
P.O. Box 320
Pittsburgh, PA 15230

Mac & Co. #863-228* 7.96%
P.O. Box 320
Pittsburgh, PA 15230

Charles Schwab & Company, Inc. - CAP* 6.87%
101 Montgomery Street
San Francisco, CA 94104

Donaldson Lufkin & Jenrette Securities Corp.* 6.07%
P.O. Box 2052
Jersey City, NJ 07303

- ------------------------------
* Owner of record only.

<PAGE>

DFA/AEW REAL ESTATE SECURITIES PORTFOLIO

Owens-Illinois 38.12%
Master Retirement Trust
34 Exchange Place
Jersey City, NJ 07302

Charles Schwab & Company, Inc. - REIN* 43.37%
101 Montgomery Street
San Francisco, CA 94104

Charles Schwab & Company, Inc. - CASH* 6.60%
101 Montgomery Street
San Francisco, CA 94104

U.S. SMALL CAP VALUE PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 31.56%
101 Montgomery Street
San Francisco, CA 94104

Mac & Co. #853-271* 19.32%
P.O. Box 320
Pittsburgh, PA 15230

Charles Schwab & Company, Inc. - CAP* 6.77%
101 Montgomery Street
San Francisco, CA 94104

Leland Stanford Junior University 6.06%
Stanford Management Company
2770 Sand Hill Road
Menlo Park, CA 94025

RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 93.19%
101 Montgomery Street
San Francisco, CA 94104

Donaldson Lufkin & Jenrette Securities Corp.* 5.85%
P.O. Box 2052
Jersey City, NJ 07303

EMERGING MARKETS PORTFOLIO

Charles Schwab & Company, Inc. - REIN* 68.00%
101 Montgomery Street
San Francisco, CA 94104

- ------------------------------
* Owner of record only.

<PAGE>

U.S. Trust Co. of California N.A. 13.92%
515 S. Flower Street, Suite 2700
Los Angeles, CA 90071

DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO

BellSouth Corporation Master Pension Trust 57.42%
1155 Peachtree Street, N.E.
Atlanta, GA 30367

Charles Schwab & Company, Inc. - REIN* 30.37%
101 Montgomery Street
San Francisco, CA 94104

U.S. Trust Co. of California 6.55%
555 S. Flower Street
Los Angeles, CA 90071

</TABLE>

PURCHASE OF SHARES

The following information supplements the information set forth in the
prospectus under the caption "PURCHASE OF SHARES."

The Fund will accept purchase and redemption orders on each day that the
New York Stock Exchange ("NYSE") is open for business, regardless of whether the
Federal Reserve System is closed. However, no purchases by wire may be made on
any day that the Federal Reserve System is closed. The Fund will generally be
closed on days that the NYSE is closed. The New York Stock Exchange is
scheduled to be open Monday through Friday throughout the year except for days
closed to recognize New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Christmas Day. The Federal
Reserve System is closed on the same days as the NYSE, except that is open on
Good Friday and closed on Martin Luther King, Jr. Day, Columbus Day and
Veterans' Day. Orders for redemptions and purchases will not be processed if
the Fund is closed. The TSE is closed on the following days in 1995: January
2-3 and 16, February 11, March 21, April 29, May 3-5, September 15, September
23, October 10, November 3, November 23 and December 23 and 29. Orders for the
purchase and redemption of shares of The Japanese Small Company Portfolio
received on those days will be priced as of the close of the NYSE on the next
day that the TSE is open for trading.

The Fund reserves the right, in its sole discretion, to suspend the
offering of shares of any or all Portfolios or reject purchase orders when, in
the judgement of management, such suspension or rejection is in the best
interest of the Fund or a Portfolio. Securities accepted in exchange for shares
of a Portfolio will be acquired for investment purposes and will be considered
for sale under the same circumstances as other securities in the Portfolio.

Based on the experience of The U.S. 9-10 Small Company Portfolio,
management believes that any dilutive effect of the cost of investing the
proceeds of the sale of the shares of that Portfolio is minimal and, therefore,
the shares of that Portfolio are currently sold at net asset value, without
imposition of a reimbursement fee. Reimbursement fees may be charged
prospectively from time to time based upon the future experience of The U.S. 9-
10 Small Company Portfolio and other Portfolios. Any such charges will be
described in the prospectus.

- ------------------------------
* Owner of record only.

<PAGE>

REDEMPTION AND TRANSFER OF SHARES

The following information supplements the information set forth in the
prospectus under the caption "REDEMPTION OF SHARES."

The Fund may suspend redemption privileges or postpone the date of payment:
(1) during any period when the NYSE is closed, or trading on the Exchange is
restricted as determined by the Securities and Exchange Commission (the
"Commission"), (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for the Fund to dispose of securities owned by it, or fairly to determine the
value of its assets and (3) for such other periods as the Commission may permit.

If the Board of Directors determines that it would be detrimental to the
best interests of the remaining shareholders of any Portfolio to make payment
wholly or partly in cash, any Portfolio (except for a Feeder Portfolio) may pay
the redemption price in whole or in part by a distribution of portfolio
securities from the Portfolio of the shares being redeemed in lieu of cash.
Upon such a determination by both the Board of Directors of the Fund and the
Board of Trustees of the Trust, a Feeder Portfolio may pay the redemption price,
in lieu of cash, by a distribution of portfolio securities that the Portfolio
receives from the Series to satisfy the Portfolio's redemption request. Any
such redemption by the Series and/or the Portfolio would be in accordance with
Rule 18f-1 under the Investment Company Act of 1940. Investors may incur
brokerage charges and other transaction costs selling securities that were
received in payment of redemptions. The International Equity, DFA Two-Year
Global Fixed Income and The DFA Global Fixed Income Portfolios reserve the right
to redeem their shares in the currencies in which their investments (and, in the
case of DFA Two-Year Global Fixed Income Portfolio, the currencies in which its
corresponding Series' investments) are denominated. Investors may incur charges
in converting such securities to dollars and the value of the securities may be
affected by currency exchange fluctuations.

Shareholders may transfer shares of any Portfolio to another person by
making a written request therefore to the Advisor who will transmit the request
to the Fund's Transfer Agent. The request should clearly identify the account
and number of shares to be transferred, and include the signature of all
registered owners and all stock certificates, if any, which are subject to the
transfer. The signature on the letter of request, the stock certificate or any
stock power must be guaranteed in the same manner as described in the prospectus
under "REDEMPTION OF SHARES." As with redemptions, the written request must be
received in good order before any transfer can be made.

CALCULATION OF PERFORMANCE DATA

Following are quotations of the annualized percentage total returns for the
one-, five-, and ten-year periods ended May 31, 1995 (as applicable) using the
standardized method of calculation required by the SEC, which is net of the cost
of any current reimbursement fees charged to investors and paid to the
Portfolios. Reimbursement fees of 1%, 1.5% and 1.5% have been in effect since
the inception of the Japanese, United Kingdom and Continental Small Company
Portfolios, respectively, until June 30, 1995. A reimbursement fee of 1% has
been in effect since the inception of DFA International Small Cap Value
Portfolio until June 30, 1995. Effective June 30, 1995, the amount of the
reimbursement fee is reduced with respect to Continental Small Company, Pacific
Rim Small Company, Japanese Small Company, Emerging Markets and DFA
International Small Cap Value Portfolios, and eliminated with respect to the
United Kingdom Small Company Portfolio. The reimbursement fee for each
Portfolio, expressed as a percentage of the net asset value of the shares of the
Portfolios, is as follows: Continental Small Company and Pacific Rim Small
Company Portfolios - 1.00%; Japanese Small Company and Emerging Markets
Portfolios - .50%; and DFA International Small Cap Value Portfolio - .70%.

<PAGE>

A reimbursement fee of 1% was charged to investors in The U.S. 9-10 Small
Company Portfolio from December 9, 1986 through June 17, 1988. A reimbursement
fee of 0.75% was charged to investors in The Large Cap International Portfolio
from the date of its inception until March 5, 1992. In addition, for those
Portfolios in effect for less than one, five, or ten years, the time periods
during which the Portfolios have been active have been substituted for the
periods stated (which in no case extends prior to the effective dates of the
Portfolios' registration statements).

ONE YEAR FIVE YEARS TEN YEARS
-------- ---------- ---------
<S> <C> <C> <C>
U.S. 9-10 Small Company Portfolio 15.59 14.69 11.13

U.S. 6-10 Small Company Portfolio 13.52 (39 MONTHS) n/a
---------
9.52

U.S. Large Company Portfolio 20.10 (53 MONTHS) n/a
---------
14.50

U.S. Small Cap Value Portfolio 11.34 (27 MONTHS) n/a
---------
12.14

U.S. Large Cap Value Portfolio 20.21 (28 MONTHS) n/a
---------
10.38

DFA/AEW Real Estate Securities
Portfolio -1.94 (29 MONTHS) n/a
---------
3.20

Japanese Small Company Portfolio -15.85 -4.76 (112 MONTHS)
----------
13.59

Pacific Rim Small Company Portfolio -6.56 (29 MONTHS) n/a
---------
20.77

United Kingdom Small Company Portfolio 4.51 6.38 (111 MONTHS)
----------
10.20

Emerging Markets Portfolio 7.32 (13 MONTHS) n/a
---------
8.31

Continental Small Company Portfolio 1.10 -.06 (85.5 MONTHS)
-----------
9.33

Large Cap International Portfolio 7.07 (46 MONTHS) n/a
---------
7.48

DFA International High Book to Market 4.16 (22 MONTHS) n/a
Portfolio ---------
12.62 n/a

DFA One-Year Fixed Income Portfolio 6.41 6.10 7.20

<PAGE>

DFA Five-Year Government Portfolio 5.44 7.86 (96 MONTHS)
---------
7.86

DFA Global Fixed Income Portfolio *9.66 (54 MONTHS) n/a
---------
7.82

DFA Intermediate Government Fixed Income 11.26 (55 MONTHS) n/a
Portfolio ---------
10.13

DFA International Small Cap Value (11 MONTHS) n/a n/a
Portfolio ---------
1.64 n/a n/a

</TABLE>

As the following formula indicates, the average annual total return is
determined by finding the average annual compounded rates of return over the
stated time period that would equate a hypothetical initial purchase order of
$1,000 to its redeemable value (including capital appreciation/depreciation and
dividends and distributions paid and reinvested less any fees charged to a
shareholder account) at the end of the stated time period. The calculation
assumes that all dividends and distributions are reinvested at the public
offering price on the reinvestment dates during the period. The quotation
assumes the account was completely redeemed at the end of each period and the
deduction of all applicable charges and fees. According to the SEC formula:

P(1 + T)(n) = ERV

where:

P = a hypothetical initial payment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value of a hypothetical $1,000 payment made at the
beginning of the one-, five-, and ten-year periods at the end of the one-,
five-, and ten-year periods (or fractional portion thereof).

Following are quotations of the annualized total returns for the one-,
five-, and ten-year periods ended May 31, 1995 (as applicable) using a non-
standardized method of calculation which is used in communicating performance
data in addition to the standardized method required by the SEC. The non-
standardized quotations differ from the standardized in that they are calculated
without deduction of any reimbursement fees charged to investors and paid to the
Portfolios which would otherwise reduce return quotations for the Portfolios
with such fees. Additionally, the non-standardized quotations are presented
over time periods which extend prior to the initial investment in the Portfolios
(except for The Continental Small Company and Large Cap International
Portfolios) by using simulated data for the investment strategies of the
Portfolios for that portion of the period prior to the initial investment dates.
The simulated data excludes the deduction of Portfolio expenses which would
otherwise reduce the returns quotations. Non-standardized quotations are also
presented for the United Kingdom and Japanese Small Company Portfolios
calculated assuming the local currencies of the Portfolios are invested and
redeemed at the beginning and ending dates of the period. The local currency
calculations ignore the effect of foreign exchange rates on the investment and
only express the returns of the underlying securities of the Portfolios.

<PAGE>

EFFECTIVE DATE/
INITIAL INVESTMENT ONE YEAR FIVE YEARS TEN YEARS
------------------ -------- ---------- ---------
<S> <C> <C> <C> <C>
U.S. 9-10 SMALL COMPANY PORTFOLIO 12/22/81 15.59 14.69 11.24
12/22/81

U.S. 6-10 SMALL COMPANY PORTFOLIO 03/06/92 13.52 11.89 10.46
03/20/92

U.S. LARGE COMPANY PORTFOLIO 02/26/90 20.10 11.15 14.44
12/31/90

U.S. SMALL CAP VALUE PORTFOLIO 09/18/92 11.34 16.00 14.77
03/01/93

U.S. LARGE CAP VALUE PORTFOLIO 09/18/92 20.21 13.80 14.94
02/18/93

DFA/AEW REAL ESTATE SECURITIES 09/18/92 -1.94 8.26 5.47
PORTFOLIO 01/05/93

JAPANESE SMALL COMPANY PORTFOLIO
Dollar return 01/14/86 -15.00 -4.57 18.24
Local currency return 01/31/86 -31.23 -15.15 6.05

PACIFIC RIM SMALL COMPANY 04/02/91 -5.13 (29 MONTHS) n/a
-----------
PORTFOLIO 01/04/93 21.53

UNITED KINGDOM SMALL COMPANY
PORTFOLIO
Dollar return 01/14/86 6.10 6.71 13.74
Local currency return 03/04/86 1.02 7.85 11.26

EMERGING MARKETS PORTFOLIO 04/01/94 (7 MONTHS) n/a n/a
----------
04/22/94 23.31

CONTINENTAL SMALL COMPANY
PORTFOLIO 04/15/88 2.64 .24 (85.5
Dollar return 04/15/88 MONTHS)
-------
9.19

LARGE CAP INTERNATIONAL PORTFOLIO 04/02/91 7.07 (46 MONTHS) n/a
-----------
07/18/91 7.48

DFA INTERNATIONAL HIGH BOOK TO MARKET 05/14/93 4.16 (22 MONTHS) n/a
-----------
PORTFOLIO 06/10/93 12.62

DFA ONE-YEAR FIXED INCOME 06/05/83 6.41 6.10 7.31
PORTFOLIO 07/27/83

<PAGE>

DFA FIVE-YEAR GOVERNMENT 05/13/87 5.44 7.86 9.66
PORTFOLIO 05/13/87

DFA GLOBAL FIXED INCOME PORTFOLIO 09/24/90 9.66 (54 MONTHS) n/a
-----------
11/06/90 7.82

DFA INTERMEDIATE GOVERNMENT 09/24/90 11.26 (55 MONTHS) n/a
-----------
FIXED INCOME PORTFOLIO 10/22/90 10.13

DFA INTERNATIONAL SMALL CAP VALUE 12/20/94 (5 MONTHS) n/a n/a
----------
PORTFOLIO 12/30/94 1.64

</TABLE>

The Portfolios may compare their investment performance to appropriate
market and mutual fund indices.

FINANCIAL STATEMENTS

The audited financial statements and financial highlights of the Fund for
its fiscal year ended November 30, 1994, as set forth in the Fund's annual
report to stockholders, and the report thereon of Coopers & Lybrand L.L.P.,
independent accountants, also appearing therein, are incorporated herein by
reference. The audited annual report does not contain any data regarding the
DFA International Small Cap Value Portfolio because that Portfolio had not
commenced operations as of November 30, 1994.

The unaudited financial statements and financial highlights of the Fund
contained in the report to shareholders of the Fund, dated May 31, 1995, are
incorporated herein by reference. A shareholder may obtain a copy of the
report, upon request and without charge, by contacting the Fund at the address
or telephone number appearing on the cover of the Statement of Additional
Information.

<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS:

PART A: Financial Highlights for each Series of shares of
Registrant, except VA Global Bond, VA Large Value, VA Small
Value, VA International Value, VA International Small and VA
Short-Term Fixed Portfolios.

PART B:

(1) Statement of Net Assets+
(2) Statement of Operations+
(3) Statement of Changes in Net Assets+
(4) Financial Highlights+
(5) Report of Coopers & Lybrand L.L.P., independent accountants,
dated January 23, 1995+
(6) Notes to Financial Statements+

(b) EXHIBITS:

(1) Articles of Restatement
(a) Form of Articles of Amendment
(b) Form of Articles Supplementary

(2) By-Laws, as amended

(3) None

(4) See Articles Fifth, Sixth, Eighth and Thirteenth of the
Registrant's Articles of Restatement filed herewith as Exhibit
No. 24(b)(1).
(i) Specimen Security of The Japanese Small Company Portfolio**
(ii) Specimen Security of The United Kingdom Small Company
Portfolio**
(iii) Specimen Security of The U.S. 9-10 Small Company Portfolio**
(iv) Specimen Security of The DFA Five-Year Government
Portfolio**
(v) Specimen Security of The Continental Small Company
Portfolio**
(vi) Specimen Security of The U.S. Large Company Portfolio**
(vii) Specimen Security of The DFA Global Bond Portfolio**

C-1

<PAGE>

(viii) Specimen Security of The DFA Intermediate Government Bond
Portfolio**
(ix) Specimen Security of The Pacific Rim Small Company Portfolio
(formerly, The Asia-Australia Small Company Portfolio)**
(x) Specimen Security of The Large Company International
Portfolio**
(xi) Specimen Security of The U.S. 6-10 Small Company Portfolio**
(xii) Specimen Security of The DFA Real Estate Securities
Portfolio**
(xiii) Specimen Security of The U.S. Large Cap High Book to Market
Portfolio**
(xiv) Specimen Security of The U.S. Small Cap High Book to Market
Portfolio**
(xv) Specimen Security of the RWB/DFA International High Book to
Market Portfolio (formerly, DFA International High Book to
Market Portfolio and the Reinhardt Werba Bowen International
Large Stock Portfolio)**
(xvi) Specimen Security of the Emerging Markets Portfolio**
(xvii) Specimen Security of the DFA Global Value Portfolio**
(xviii) Specimen Security of the DFA Global Bond Portfolio**
(xix) Specimen Security of the DFA International Small Cap Value
Portfolio**
(xx) Specimen Security of VA Small Value Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xxi) Specimen Security of VA International Value Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xxii) Specimen Security of VA International Small Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995

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<PAGE>

(xxiii) Specimen Security of VA Short-Term Fixed Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xxiv) Specimen Security of DFA Two-Year Global Fixed Income
Portfolio
(xxv) Specimen Security of Enhanced U.S. Large Company Portfolio
(xxvi) Specimen Security of DFA Two-Year Corporate Fixed Income
Portfolio
(xxvii) Specimen Security of DFA Two-Year Government Portfolio

(5) (i) Investment Advisory Agreement re: The U.S. 9-10 Small
Company Portfolio**
(ii) Investment Advisory Agreement re: The Japanese Small Company
Portfolio**
(iii) Sub-Advisory Agreement re: The Japanese Small Company
Portfolio**
(iv) Investment Advisory Agreement re: The United Kingdom
Portfolio**
(v) Investment Advisory Agreement re: The DFA Five-Year
Government Portfolio**
(vi) Investment Advisory Agreement re: The Continental Small
Company Portfolio**
(vii) Form of Investment Advisory Agreement re: The U.S. Large
Company Portfolio**
(viii) Form of Investment Advisory Agreement re: The DFA Global
Bond Portfolio**
(ix) Form of Investment Advisory Agreement re: The DFA
Intermediate Government Bond Portfolio**
(x) Form of Investment Advisory Agreement re: The Pacific Rim
Small Company Portfolio (formerly, The Asia-Australia Small
Company Portfolio)**
(xi) Form of Investment Advisory Agreement re: The Large Cap
International Portfolio**
(xii) Form of Investment Advisory Agreement re: The U.S. 6-10
Small Company Portfolio**
(xiii) Form of Sub-Advisory Agreement re: The Continental Small
Company Portfolio**
(xiv) Form of Sub-Advisory Agreement re: The United Kingdom Small
Company Portfolio**
(xv) Form of Investment Advisory Agreement re: The U.S. Large Cap
High Book to Market Portfolio**

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<PAGE>

(xvi) Form of Investment Advisory Agreement re: The U.S. Small Cap
High Book to Market Portfolio**
(xvii) Form of Investment Advisory Agreement re: The DFA/AEW Real
Estate Securities Portfolio**
(xviii) Form of Sub-Advisory Agreement with Aldrich, Eastman &
Waltch L.P., re: The DFA/AEW Real Estate Securities
Portfolio**
(xix) Form of Investment Advisory Agreement re: the RWB/DFA
International High Book to Market Portfolio (formerly, DFA
International High Book to Market Portfolio and the
Reinhardt Werba Bowen International Large Stock Portfolio)**
(xx) Form of Sub-Advisory Agreement with Dimensional Fund
Advisors Asia Inc. re: The Japanese Small Company
Portfolio**
(xxi) Form of Sub-Advisory Agreement with Dimensional Fund
Advisors Asia Inc. re: The Pacific Rim Small Company
Portfolio**
(xxii) Form of Investment Advisory Agreement re: VA Large Value
Portfolio (formerly DFA Global Value Portfolio)
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xxiii) Form of Investment Advisory Agreement re: DFA Global Bond
Portfolio**
(xxiv) Form of Investment Advisory Agreement re: DFA International
Small Cap Value Portfolio**
(xxv) Form of Investment Advisory Agreement re: VA Small Value
Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xxvi) Form of Investment Advisory Agreement re: VA International
Value Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xxvii) Form of Investment Advisory Agreement re: VA International
Small Portfolio
INCORPORATED HEREIN BY REFERENCE TO:

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<PAGE>

Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xxviii) Form of Investment Advisory Agreement re: VA Short-Term
Fixed Portfolio
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xxix) Sub-Advisory Agreement with DFA Australia Pty Limited re: VA
International Small Portfolio
(xxx) Sub-Advisory Agreement with Dimensional Fund Advisors Ltd.
re: VA International Small Portfolio

(6) Agreement with DFA Securities Inc.**

(7) None.

(8) (i) Custody Agreement between DFA Investment Dimensions Group
Inc. and Boston Safe Deposit and Trust Company
(a) Amendment to Custody Agreement with Mellon Trust (i.e,
Boston Safe Deposit and Trust Company) re: RWB/DFA
International High Book to Market Portfolio (formerly,
DFA International High Book to Market Portfolio)
(b) Amendment to Custody Agreement with Mellon Trust
(formerly Boston Safe Deposit and Trust Company) re:
DFA International Small Cap Value Portfolio
(c) Form of Amendment to Custody Agreement with Boston Safe
Deposit and Trust Company re: VA International Small
Portfolio and VA International Value Portfolio
EACH OF THE ABOVE IS INCORPORATED HEREIN BY REFERENCE
TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(d) Form of Amendment to Custody Agreement with Boston Safe
Deposit and Trust

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<PAGE>

Company re: DFA Two-Year Global Fixed
Income Portfolio
(ii) Form of Custodian Agreement between DFA Investment
Dimensions Group Inc. and Provident National Bank for The
U.S. 9-10 Small Company Portfolio, The U.S. Large Company
Portfolio, The DFA One-Year Fixed Income Portfolio, The DFA
Intermediate Government Bond Portfolio, and The DFA Five-
Year Government Portfolio**
(a) Amendment Number One**
(b) Amendment Number Two**
(c) Form of Amendment Number Three**
(d) Form of Amendment Number Four**
(e) Form of Amendment Number Five
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of
Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(f) Form of Amendment Number Six

(9) (i) Transfer Agency Agreement with Provident Financial
Processing Corporation**
(a) Amendment Number One**
(b) Amendment Number Two**
(c) Form of Amendment Number Three**
(d) Form of Amendment Number Four**
(e) Form of Amendment Number Five**
(f) Form of Amendment Number Six*
(g) Form of Amendment Number Seven*
(h) Form of Amendment Number Eight*
(i) Form of Amendment Number Nine*
(j) Form of Amendment Number Ten
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
33 to the Registration Statement of Registrant on
Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(k) Form of Amendment Number Eleven
(ii) Administration and Accounting Services Agreement with
Provident Financial Processing Corporation**
(a) Amendment Number One**
(b) Amendment Number Two**
(c) Form of Amendment Number Three**
(d) Form of Amendment Number Four**
(e) Form of Amendment Number Five**
(f) Form of Amendment Number Six*
(g) Form of Amendment Number Seven*

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<PAGE>

(h) Form of Amendment Number Eight*
(i) Form of Amendment Number Nine*
(j) Form of Amendment Number Ten
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No.
33 to the Registration Statement of
Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(k) Form of Amendment Number Eleven
(iii) Form of Administration Agreement re: The U.S. 6-10 Small
Company Portfolio**
(iv) Form of Administration Agreement re: U.S. Large Company
Portfolio
(v) Form of Administration Agreement re: The DFA One-Year Fixed
Income Portfolio**
(vi) Form of Administration Agreement re: The U.S. Large Cap High
Book to Market Portfolio**
(vii) Form of Administration Agreement re: The U.S. Small Cap High
Book to Market Portfolio**
(viii) Form of Administration Agreement re: The Pacific Rim Small
Company Portfolio (formerly, Asia-Australia Small Company
Portfolio)**
(ix) Form of Client Service Agent Agreement re: RWB/DFA
International High Book to Market Portfolio (formerly, DFA
International High Book to Market Portfolio and Reinhardt
Werba Bowen International Large Stock Portfolio)
(x) Form of Administration Agreement re: The RWB/DFA
International High Book to Market Portfolio (formerly, DFA
International High Book to Market Portfolio)
(xi) Form of Administration Agreement re: the Emerging Markets
Portfolio**
(xii) Marketing Agreement with National Home Life Assurance
Company
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995
(xiii) Participation Agreement with National Home Life Assurance
Company
INCORPORATED HEREIN BY REFERENCE TO:
Filing: Post-Effective Amendment No. 33 to the
Registration Statement of Registrant on Form N-1A
File Nos.: 2-73948 and 811-3258
Filing Date: June 19, 1995

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<PAGE>

(xiv) Form of Administration Agreement re: DFA Five-Year
Government Portfolio**
(xv) Form of Administration Agreement re: Enhanced U.S. Large
Company Portfolio
(xvi) Form of Administration Agreement re: DFA Two-Year Global
Fixed Income Portfolio
(xvii) Form of Administration Agreement re: DFA Two-Year Corporate
Fixed Income Portfolio
(xviii) Form of Administration Agreement re: DFA Two-Year Government
Portfolio

(10) Opinion of counsel - filed with Rule 24f-2 Notice on
approximately January 26, 1995

(11) Consent of Coopers & Lybrand, L.L.P.

(12) Not applicable

(13) Subscription Agreement under Section 14(a)(3) of the
Investment Company Act of 1940**

(14) Not applicable

(15) Amended Distribution Plan**
(i) Amended compensation agreement**

(16) Not applicable

(17) Financial Data Schedules

(18) Not Applicable

+ For all series of shares of the Registrant, except DFA International Small
Cap Value Portfolio, VA Large Value Portfolio (formerly DFA Global Value
Portfolio) and VA Global Bond Portfolio (formerly DFA Global Bond
Portfolio), the audited financial statements were filed on January 28, 1995
with the Securities and Exchange Commission ("SEC") as DFA INVESTMENT
DIMENSIONS GROUP INC. Annual Report to Shareholders for the period ended
November 30, 1994 ("Annual Report") pursuant to Rule 30b2-1 under the
Investment Company Act of 1940 ("1940 Act") and are incorporated by
reference into the Statement of Additional Information. A duplicate copy
of the Annual Report was submitted electronically via the EDGAR system to
the SEC on June 26, 1995.

For all series of shares of the Registrant, except VA Global Bond
Portfolio, VA Large Value Portfolio, VA Small Value Portfolio, VA
International Value Portfolio, VA International Small Portfolio and VA
Short-Term Fixed Portfolio ("Portfolios"), the unaudited financial
statements

C-8

<PAGE>

contained in the report to shareholders of the Portfolios, dated
May 31, 1995, were filed electronically via the EDGAR system with the SEC
on August 4, 1995, pursuant to Rule 30b2-1 under the 1940 Act and are
incorporated by reference into the Statement of Additional Information.

With respect to VA Large Value Portfolio (formerly DFA Global Value
Portfolio) and VA Global Bond Portfolio (formerly DFA Global Bond
Portfolio), the unaudited financial statements contained in the report to
shareholders of such Portfolios, for the period from January 13, 1995 (date
of initial investment) through May 31, 1995, were filed with the SEC
electronically via the EDGAR system on July 7, 1995, pursuant to Rule 30b2-
1 under the 1940 Act and are incorporated by reference into the Statement
of Additional Information.

* To be filed by amendment.

** Previously filed with this registration statement and incorporated herein
by reference.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None

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<PAGE>

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

(1) (2)

Number of Record
Holders as of
Title of Class October 31, 1995
-------------- -----------------
(Par Value $.01)

U.S. 9-10 Small Company Portfolio 195
U.S. 6-10 Small Company Portfolio 32
U.S. Large Company Portfolio 58
U.S. Small Cap Value Portfolio 131
U.S. Large Cap Value Portfolio 104
DFA/AEW Real Estate Securities Portfolio 24
Japanese Small Company Portfolio 107
Pacific Rim Small Company Portfolio 84
United Kingdom Small Company Portfolio 86
Emerging Markets Portfolio 57
Continental Small Company Portfolio 114
Large Cap International Portfolio 45
RWB/DFA International High Book to Market
Portfolio 4
DFA International Small Cap Value Portfolio 29
DFA One-Year Fixed Income Portfolio 203
DFA Five-Year Government Portfolio 59
DFA Global Fixed Income Portfolio 45
DFA Intermediate Government Fixed Income
Portfolio 14
VA Global Bond Portfolio 2
VA Small Value Portfolio 3
VA Large Value Portfolio 2
VA International Value Portfolio 3
VA International Small Portfolio 3
VA Short-Term Fixed Portfolio 3

ITEM 27. INDEMNIFICATION

Section 1 of Article XI of the Registrant's By-Laws provides for
indemnification, as set forth below.

With respect to the indemnification of the Officers and Directors of
the corporation:

(a) the Corporation shall indemnify each Officer and Director made party
to a proceeding, by reason of service in such capacity, to the fullest
extent, and in the manner provided under Section 2-418 of the Maryland
General Corporation Law: (i) unless it is proved that the person
seeking indemnification did not meet the standard of conduct set forth
in subsection (b)(1) of such section; and (ii) provided, that the
Corporation

C-10

<PAGE>

shall not indemnify any Officer or Director for any
liability to the Corporation or its security holders arising from the
willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such person's office.

(b) The provisions of clause (i) of paragraph (a) herein notwithstanding,
the Corporation shall indemnify each Officer and Director against
reasonable expenses incurred in connection with the successful defense
of any proceeding to which such Officer or Director is a party by
reason of service in such capacity.

(c) The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each Officer and Director who is made
party to a proceeding by reason of service in such capacity the
reasonable expenses incurred by such person in connection therewith.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

Registrant's Investment Advisor, Dimensional Fund Advisors Inc. (the
"Advisor"), was organized in May, 1981. The principal place of business of
the Advisor is 1299 Ocean Avenue, 11th Floor, Santa Monica, California
90401. The Advisor is engaged in the business of providing investment
advice primarily to institutional investors.

The Sub-Advisor for the VA International Small Portfolio of the Registrant,
The Continental Small Company Portfolio and The United Kingdom Small
Company Portfolio of DFA Investment Dimensions Group Inc. ("DFAIDG"),
Dimensional Fund Advisors Ltd. ("DFAL"), was organized under the laws of
England in 1990. The principal place of business of DFAL is 14 Berkeley
Street, London W1X 5AD, England.

The Sub-Advisor for the VA International Small Portfolio of the Registrant,
The Japanese and Pacific Rim Small Company Portfolios of DFAIDG, DFA
Australia Pty Limited ("DFA Australia"), was organized under the laws of
Delaware in 1993. The principal place of business of DFA Australia Pty
Limited is Suite 4403 Gateway, 1 MacQuarie Place, Sydney, New South Wales
2000, Australia.

Aldrich, Eastman & Waltch L.P. ("AEW"), the sub-advisor to The DFA/AEW Real
Estate Securities Portfolio, is a Massachusetts limited partnership founded
in 1981. The principal place of business of AEW is 225 Franklin Street,
Boston, MA 02110-2803.

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<PAGE>

The business, profession, vocation or employment of a substantial nature in
which each director and officer of the Advisor, DFAL, DFAA and AEW is or
has been, during the past two fiscal years, engaged for his own account in
the capacity of director, officer, employee, partner or trustee is as
follows:

David G. Booth is Chairman - Chief Executive Officer, President and a
Director of the Advisor and the Registrant 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. He is Chairman and
Director of DFAL.

Rex A. Sinquefield is Chairman - Chief Investment Officer and a Director of
the Advisor and the Registrant. 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, a Director of the Advisor, 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, a Director of the Advisor, 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.

Lloyd Stockel, a Director of the Advisor, is the Chairman of Sand County
Ventures, Inc. and a Trustee of Muir Investment Trust.

David Salisbury, a Director of the Advisor, is Chief Executive Officer of
Schroder Capital Management International Inc.

Arthur Barlow is a Vice President of Registrant, the Advisor, the Trust,
DFA Securities Inc., Dimensional Emerging Markets Fund Inc., Dimensional
Investment Group Inc., DFA Australia and DFAL.

C-12

<PAGE>

Maureen Connors is a Vice President of Registrant, the Advisor, the Trust,
DFA Securities Inc., Dimensional Emerging Markets Fund Inc., Dimensional
Investment Group Inc., DFA Australia and DFAL.

Robert Deere is a Vice President of Registrant, the Advisor, the Trust, DFA
Securities Inc., Dimensional Emerging Markets Fund Inc., Dimensional
Investment Group Inc., DFA Australia and DFAL.

Irene R. Diamant is a Vice President and Secretary of Registrant, the
Advisor, DFA Australia, DFA Securities Inc., the Trust, Dimensional
Emerging Markets Fund Inc. and Dimensional Investment Group Inc. Ms.
Diamant is also a Vice President of DFAL and was an associate attorney with
Cahill, Gordon and Reindel in New York, NY from 1987 to 1991.

Eugene Fama, Jr. is a Vice President of Registrant, the Advisor, the Trust,
DFA Securities Inc., Dimensional Emerging Markets Fund Inc., Dimensional
Investment Group Inc., DFA Australia and DFAL.

David Plecha is a Vice President of Registrant, the Advisor, the Trust DFA
Securities Inc., Dimensional Emerging Markets Fund Inc., Dimensional
Investment Group Inc., DFA Australia and DFAL.

George Sands is a Vice President of Registrant, the Adviser, DFA Securities
Inc., the Trust, Dimensional Emerging Markets Fund Inc., Dimensional
Investment Group Inc., DFA Australia and DFAL. Mr. Sands was a Managing
Director of Asset Strategy Consulting in Los Angeles, CA from March 1991 to
August 1992 and a Vice President of Wilshire Associates in Santa Monica, CA
from 1985 to February 1991.

Michael T. Scardina is a Vice President, Chief Financial Officer,
Controller and Treasurer of the Registrant, the Advisor, the Trust, DFA
Securities Inc., Dimensional Emerging Markets Fund Inc., Dimensional
Investment Group Inc., DFA Australia and DFAL.

Cem Severoglu is a Vice President of Registrant, the Advisor, the Trust,
DFA Securities Inc., Dimensional Emerging Markets Fund Inc., Dimensional
Investment Group Inc., DFA Australia and DFAL.

Jeanne C. Sinquefield is Executive Vice President of the Registrant, the
Advisor, DFA Securities Inc., the Trust, Dimensional Emerging Markets Fund
Inc., Dimensional Investment Group Inc., DFA Australia and DFAL.

C-13

<PAGE>

Daniel Wheeler, 50, Marketing Officer of the Advisor, Santa Monica, CA.

David Schneider, 49, Marketing Officer of the Advisor, Santa Monica, CA.

Lawrence Spieth, 48, Marketing Officer of the Advisor, Santa Monica, CA.

Peter C. Aldrich is Executive Director and Co-Chairman of AEW. He is also
Executive Director and Co-Chairman of Aldrich, Eastman & Waltch, Inc.
("AEW, Inc.").

Thomas G. Eastman is Executive Director and Co-Chairman of AEW and AEW,
Inc.

Joseph F. Azrack is President and Executive Director of AEW and AEW, Inc.

Steven D. Corkin is a Director of AEW and a Vice President of AEW, Inc.

Marvin M. Franklin is a Director of AEW and a Vice President of AEW, Inc.

Kenneth G. Lewis is a Director of AEW.

J. Grant Monahon is a Director, General Counsel and Secretary of AEW. He
is also Vice President and Clerk of AEW, Inc.

Thomas K. Albert is a Director of AEW.

Adam S. Berger is a Director of AEW.

Doreen M. Biebusch is Chief Financial Officer, Treasurer and a Director of
AEW. She is also Treasurer of AEW, Inc.

Glenn L. Burdick is a Senior Vice President of AEW.

Lori D. Campana is a Senior Vice President of AEW.

Daniel M. Cashdan is a Senior Vice President of AEW.

Edward F. Cassidy, Jr. is a Senior Vice President of AEW.

Gerd A. Cross is a Vice President of AEW and a Vice President and Assistant
Clerk of AEW, Inc.

Gregg O. Dawley is a Senior Vice President of AEW.

Robert G. Gifford is a Director of AEW.

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<PAGE>

Kevin McCall is a Director of AEW. Before joining AEW in 1990, Mr. McCall
was self-employed.

H. Rennyson Merritt, III is a Director of AEW and an Assistant Clerk of
AEW, Inc.

Sarah Bankson Newton is a Vice President of AEW.

Thomas H. Nolan is a Director of AEW.

Randy J. Parker is a Senior Vice President of AEW.

Douglas M. Poutasse is a Director of AEW. Prior to joining AEW in 1991,
Mr. Poutasse directed Real Estate and Construction Forecasting at F. W.
Dodge (marketing and research company).

Gregory P. Shay is a Senior Vice President of AEW. Prior to joining AEW in
1993, Mr. Shay was a consultant with Colonial Capital, Inc. from December
1992 through July 1993.

Clifford M. Brown is a Director of AEW. Prior to joining AEW in 1993, Mr.
Brown was a director of Salomon Brothers, Inc.

Sylvia Ferrell-Jones is a Senior Vice President of AEW. Prior to joining
AEW in September of 1993, Ms. Ferrell-Jones was the senior investment
officer for real estate at the State of Connecticut Trust Funds.

Patrick J. Sullivan is a Senior Vice President of AEW.

Martha J. Thurber is a Senior Vice President of AEW.

Henry G. Vickers, Jr. is a Senior Vice President of AEW.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) None.

(b) Registrant distributes its own shares. It has entered into an
agreement, filed as Exhibit No. 6 to the Registration Statement, which
provides that DFA Securities Inc., 1299 Ocean Avenue, 11th Floor,
Santa Monica, California 90401, will supervise the sale of
Registrant's shares. This agreement is subject to the requirements of
Section 15(b) of the Investment Company Act of 1940.

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<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts and records are maintained by PFPC Inc., 400 Bellevue
Parkway, Wilmington, DE 19809.

ITEM 31. MANAGEMENT SERVICES

None.

ITEM 32. UNDERTAKINGS

(a) Not applicable.

(b) Registrant undertakes to file a post-effective amendment, using
financial statements of Enhanced U.S. Large Company Portfolio, DFA
Two-Year Corporate Fixed Income Portfolio, DFA Two-Year Government
Portfolio and DFA Two-Year Global Fixed Income Portfolio, which need
not be certified, within four to six months from the effective date of
the Registration Statement which includes Enhanced U.S. Large Company
Portfolio, DFA Two-Year Corporate Fixed Income Portfolio, DFA Two-Year
Government Portfolio and DFA Two-Year Global Fixed Income Portfolio.

(c) The Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

C-16

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused
this Amendment No. 37 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Santa Monica and State of California on the 22nd day of November,
1995.

DFA INVESTMENT DIMENSIONS GROUP INC.

By: David G. Booth*
-------------------------------
David G. Booth
President

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 37 to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.

Signature Title Date
--------- ----- ----

David G. Booth* Director and
- ------------------------- Chairman-Chief November 22, 1995
David G. Booth Executive Officer

Rex A. Sinquefield* Director and
- ------------------------- Chairman-Chief November 22, 1995
Rex A. Sinquefield Investment Officer

Chief Financial
Michael T. Scardina* Officer, Treasurer November 22, 1995
- ------------------------- and Vice President
Michael T. Scardina

George M. Constantinides* Director November 22, 1995
- -------------------------
George M. Constantinides

John P. Gould* Director November 22, 1995
- -------------------------
John P. Gould

Roger G. Ibbotson* Director November 22, 1995
- -------------------------
Roger G. Ibbotson

Merton H. Miller* Director November 22, 1995
- -------------------------
Merton H. Miller

Myron S. Scholes* Director November 22, 1995
- -------------------------
Myron S. Scholes

*By: Irene R. Diamant
----------------------
Irene R. Diamant
Attorney-in-Fact

(Pursuant to Power of Attorney previously filed on October 3, 1994, with the SEC
as Exhibit 17 to Post-Effective Amendment No. 31 to the Registration Statement
of DFA Investment Dimensions Group Inc. (File No. 2-73948)).

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Monica
and State of California on the 22nd day of November, 1995.

THE DFA INVESTMENT TRUST COMPANY

By: David G. Booth*
-------------------------------
David G. Booth
President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

David G. Booth* Trustee and
- ------------------------- Chairman-Chief November 22, 1995
David G. Booth Executive Officer

Rex A. Sinquefield* Trustee and
- ------------------------- Chairman-Chief November 22, 1995
Rex A. Sinquefield Investment Officer

Michael T. Scardina* Chief Financial
- ------------------------- Officer, Treasurer November 22, 1995
Michael T. Scardina and Vice President

George M. Constantinides* Trustee November 22, 1995
- -------------------------
George M. Constantinides

John P. Gould* Trustee November 22, 1995
- -------------------------
John P. Gould

Roger G. Ibbotson* Trustee November 22, 1995
- -------------------------
Roger G. Ibbotson

Merton H. Miller* Trustee November 22, 1995
- -------------------------
Merton H. Miller

Myron S. Scholes* Trustee November 22, 1995
- -------------------------
Myron S. Scholes

*By: Irene R. Diamant
----------------------
Irene R. Diamant
Attorney-in-Fact

(Pursuant to Power of Attorney filed on August 2, 1994 with the SEC as
Exhibit 17(ii) to the Registration Statement of Dimensional Investment Group
Inc. (File No. 33-33980).)

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<PAGE>

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- ----------- -----------
99(b)(1) Articles of Restatement

99(b)(1)(a) Form of Articles of Amendment

99(b)(1)(b) Form of Articles Supplementary

99(b)(2) Bylaws, as amended

99(b)(4)(xxiv) Specimen Security of DFA Two-Year Global
Fixed Income Portfolio

99(b)(4)(xxv) Specimen Security of Enhanced U.S. Large
Company Portfolio

99(b)(4)(xxvi) Specimen Security of DFA Two-Year Corporate
Fixed Income Portfolio

99(b)(4)(xxvii) Specimen Security of DFA Two-Year
Government Portfolio

99(b)(5)(xxix) Sub-Advisory Agreement with DFA Australia
Pty Limited re: VA International Small
Portfolio

99(b)(5)(xxx) Sub-Advisory Agreement with Dimensional
Fund Advisors Ltd. re: VA International
Small Portfolio

99(b)(8)(i)(d) Form of Amendment to Custody Agreement with
Boston Safe Deposit and Trust Company re:
DFA Two-Year Global Fixed Income Portfolio

99(b)(8)(ii)(f) Form of Amendment Number Six to Custodian
Agreement with Provident National Bank re:
Enhanced U.S. Large Company Portfolio, DFA
Two-Year Corporate Fixed Income Portfolio
and DFA Two-Year Government Portfolio

99(b)(9)(i)(k) Form of Amendment Number Eleven to Transfer
Agency Agreement with Provident Financial
Processing Corporation re: Enhanced U.S.
Large Company Portfolio, DFA Two-Year
Corporate Fixed Income Portfolio, DFA Two-
Year Global Fixed Income Portfolio and DFA
Two-Year Government Portfolio

99(b)(9)(ii)(k) Form of Amendment Number Eleven to
Administration and Accounting Services
Agreement

C-19

<PAGE>

with Provident Financial
Processing Corporation re: Enhanced U.S.
Large Company Portfolio, DFA Two-Year
Corporate Fixed Income Portfolio, DFA Two-
Year Global Fixed Income Portfolio and DFA
Two-Year Government Portfolio

99(b)(9)(iv) Form of Administration Agreement re: U.S.
Large Company Portfolio

99(b)(9)(ix) Form of Client Service Agreement re:
RWB/DFA International High Book to Market
Portfolio

99(b)(9)(x) Form of Administration Agreement with
Dimensional Fund Advisors Inc. re: RWB/DFA
International High Book to Market Portfolio

99(b)(9)(xv) Form of Administration Agreement with
Dimensional Fund Advisors Inc. re: Enhanced
U.S. Large Company Portfolio

99(b)(9)(xvi) Form of Administration Agreement with
Dimensional Fund Advisors Inc. re: DFA Two-
Year Global Fixed Income Portfolio

99(b)(9)(xvii) Form of Administration Agreement with
Dimensional Fund Advisors Inc. re: DFA Two-
Year Corporate Fixed Income Portfolio

99(b)(9)(xviii) Form of Administration Agreement with
Dimensional Fund Advisors Inc. re: DFA Two-
Year Government Portfolio

99(b)(11) Consent of Coopers & Lybrand, L.L.P.

99(b)(17) Financial Data Schedules

<PAGE>

Exhibit No. 99(b)(1)
DFA INVESTMENT DIMENSIONS GROUP INC.

ARTICLES OF RESTATEMENT

THIS IS TO CERTIFY THAT:

FIRST: DFA Investment Dimensions Group Inc., a Maryland corporation (the
"Corporation"), desires to restate its charter as currently in effect.

SECOND: The following provisions are all the provisions of the charter
currently in effect:

"SECOND: The name of the Corporation is DFA Investment Dimensions
Group Inc.

THIRD: The purpose for which the Corporation is formed is to act as
an open-end, diversified management investment company under the Federal
Investment Company Act of 1940 as then in effect and the Rules and
Regulations from time to time promulgated and effective thereunder
(referred to herein collectively as the "Investment Company Act of 1940")
and to exercise and enjoy all of the powers, rights and privileges granted
to, or conferred upon, corporations of a similar character by the General
Laws of the State of Maryland now or hereafter in force.

FOURTH: The principal office of the Corporation in this State is 32
South Street, Baltimore, Maryland 21202. The name of the resident agent in
this State is The Corporation Trust Incorporated, a corporation of the
State of Maryland, and the address of the resident agent is 32 South
Street, Baltimore, Maryland 21202.

FIFTH: The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 3,000,000,000 shares of a
par value of one cent ($.01) per share and having an aggregate par value of
$30,000,000, all of which shall be considered common stock and of which
2,120,000,000 shares are allocated to the following classes:

Number of Shares of Common Stock
Class Designation (par value $.01 per share)
----------------- Allocated
--------------------------------
<S> <C>
The U.S. Large Company 200,000,000
Portfolio Shares

<PAGE>

The U.S. 9-10 Small Company 300,000,000
Portfolio Shares

The DFA One-Year Fixed Income 20,000,000
Portfolio Shares

The DFA Five-Year Government 20,000,000
Portfolio Shares

The United Kingdom Small 20,000,000
Company Portfolio Shares

The Japanese Small Company 20,000,000
Portfolio Shares

The Continental Small Company 50,000,000
Portfolio Shares

The DFA Intermediate Government 10,000,000
Fixed Income Portfolio Shares

The DFA Global Fixed Income 10,000,000
Portfolio Shares

The Pacific Rim Small Company 20,000,000
Portfolio Shares

The Large Cap International 150,000,000
Portfolio Shares

The U.S. 6-10 Small Company 100,000,000
Portfolio Shares

The U.S. Small Cap Value 100,000,000
Portfolio Shares

The U.S. Large Cap Value 100,000,000
Portfolio Shares

The DFA/AEW Real Estate 100,000,000
Securities Portfolio Shares

DFA International High Book 100,000,000
to Market Portfolio Shares

The Emerging Markets Portfolio 100,000,000
Shares

DFA International Small Cap 100,000,000
Value Portfolio Shares

<PAGE>

VA Large Value Portfolio 100,000,000
Shares

VA Global Bond Portfolio 100,000,000
Shares

VA Small Value Portfolio 100,000,000
Shares

VA International Value 100,000,000
Portfolio Shares

VA International Small 100,000,000
Portfolio Shares

VA Short-Term Fixed 100,000,000
Portfolio Shares

</TABLE>

The Board of Directors of the Corporation shall have the power to
classify or reclassify unissued shares of stock, from time to time,
into one or more classes which, together with the issued shares of
stock of the Corporation, shall have such designations, preferences,
conversion or other rights, voting powers, restrictions, limitations
as to dividends and distributions, qualifications, terms or conditions
of redemption and other such designations or characteristics as the
Board of Directors may determine. When there are no shares
outstanding or subscribed for a particular class previously
established and designated by the Board of Directors, such class may
be liquidated in a similar manner. The number of the shares of stock
of each class of stock shall be such number, if any, as are classified
or reclassified by the Board of Directors.

The holders of each share of stock of the Corporation shall be
entitled to one vote for each full share, and a fractional vote for each
fractional share of stock then standing in his or her name in the books of
the Corporation, and on any matter submitted to the vote of shareholders,
all shares of the Corporation then issued and outstanding and entitled to
vote, irrespective of the class, shall be voted in the aggregate and not by
class, except: (1) when otherwise expressly provided by the Maryland
General Corporation Law; (2) when required by the Investment Company Act of
1940, as amended, shares shall be voted by class; and (3) when a matter to
be voted upon does not affect any interest of a particular class, then only
shareholders of the affected class or classes shall be entitled to vote
thereon.

-3-

<PAGE>

Each class of stock of the Corporation shall have the following
preferences and special rights, restrictions, and limitations:

(1) All consideration received by the Corporation for the issue
or sale of stock of each class, together with all income, earnings,
profits, and proceeds thereof, and any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to the class of shares of stock with respect
to which such assets, payments or funds were received by the
Corporation for all purposes, subject only to the rights of creditors.

(2) Dividends or distributions on shares of any class of stock
and redemptions of any class of stock shall be paid only out of
earnings, surplus, or other lawfully available assets belonging to
such class.

(3) The Corporation may deduct from the proceeds of redemption
of shares of each such class of stock the cost incurred in liquidating
investment securities to pay redemptions in cash as set forth in the
By-Laws.

(4) In the event of the liquidation or dissolution of the
Corporation, shareholders of each class shall be entitled to receive,
as a class, out of the assets of the Corporation available for
distribution to shareholders, but other than general assets not
belonging to any particular class of stock, the assets belonging to
such class; and the assets so distributable to the shareholders of any
class shall be distributed among such shareholders in proportion to
the asset value of the respective classes. In addition, such holders
shall be entitled to receive their proportionate share of assets of
the Corporation which do not belong solely to any particular class of
shares of stock, as determined by the Board of Directors.

(5) The assets belonging to any class of stock shall be charged
with the liabilities in respect to such class, and shall also be
charged with their share of the general liabilities of the Corporation
as determined by the Board of Directors, such determination shall be
conclusive for all purposes.

SIXTH: The shares of the stock of the Corporation may be issued to
such persons and at such prices from time to time as the Board of Directors
may determine. Such issuance shall be on a non-assessable basis. No
holder of shares of stock shall have preemptive rights, or right to
cumulative

-4-

<PAGE>

voting, and the Corporation shall have the right to issue and sell to any
person or persons any shares of its stock or any option rights exercisable
for, or securities convertible into shares of its stock without first
offering such shares, rights or securities to the holders of any shares.

SEVENTH: The number of directors of the Corporation shall be not more
than eleven and not less than three, provided, however, that the number may
be increased or decreased in accordance with the By-Laws so long as the
number is never less than three. The names of the current directors who
shall act until the next following annual or special meeting and until
their successors are duly chosen and qualify are:

David G. Booth Merton H. Miller
George M. Constantinides Myron S. Scholes
John P. Gould Rex A. Sinquefield
Roger G. Ibbotson

EIGHTH: In furtherance and not in limitation of the powers conferred
by the General Laws of the State of Maryland, the Board of Directors is
expressly authorized:

(a) To make, alter or repeal the By-Laws of the Corporation,
except where such power is reserved by the By-Laws to the
stockholders, and except as otherwise required by the Investment
Company Act of 1940.

(b) From time to time to determine whether and to what extent and
at what times and places and under what conditions and
regulations the books and accounts of the Corporation, or any of
them other than the stock ledger, shall be open to the inspection
of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation,
except as conferred by law or authorized by resolution of the
Board of Directors or of the stockholders.

(c) In addition to the powers and authorities granted herein by
statute expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may
be exercised or done by the Corporation, subject, nevertheless,
to the provisions of Maryland law, of these Articles of
Incorporation, and of the By-Laws of the Corporation.

NINTH: The books of the Corporation may be kept (subject to any
provisions contained in the statutes)

-5-

<PAGE>

outside the State of Maryland at such place or places as may be designated
from time to time by the Board of Directors or in the By-Laws of the
Corporation. Elections of directors need not be by ballot unless the
By-Laws of the Corporation shall so provide.

TENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.

ELEVENTH: Notwithstanding any provision of Maryland law requiring
more than a majority vote of the shares in connection with any corporate
action (including but not limited to the amendment of the Articles of
Incorporation) unless otherwise provided in the Articles of Incorporation,
the Corporation may take or authorize such action upon the favorable vote
of the holders of a majority of the outstanding shares of Common Stock.

TWELFTH: The duration of the Corporation shall be perpetual.

THIRTEENTH: The shares of common stock of the Corporation shall be
redeemable at the net asset value thereof, calculated in accordance with
the requirements of the Investment Company Act of 1940, as amended, and the
proceeds of redemption shall be payable in cash or in assets lawfully
available therefore, or a combination thereof, as determined by the Board
of Directors. The Board of Directors may, from time to time, place such
restrictions on right of redemption and the manner of effecting redemptions
as, in their judgment, is necessary and desirable provided, however, that
no such restriction may be imposed which is not consistent with the
requirements of the Investment Company Act of 1940, as amended. Subject to
the foregoing, the common stock of the Corporation shall be redeemable by
the holders upon request and by the Corporation in the event that the
common stock of the Corporation would be held in a manner which would
subject the Corporation to taxation as a personal holding company under the
Internal Revenue Code of 1954, as amended."

THIRD: The foregoing restatement of the charter has been approved by a
majority of the entire board of directors.

FOURTH: The charter is not amended by these Articles of Restatement.

-6-

<PAGE>

FIFTH: The current address of the principal office of the Corporation in
the State of Maryland is set forth in Article Fourth of the foregoing
restatement of the charter.

SIXTH: The name and address of the Corporation's current resident agent is
set forth in Article Fourth of the foregoing restatement of the charter.

SEVENTH: The number of directors of the Corporation and the names of those
currently in office are set forth in Article Seventh of the foregoing
restatement of the charter.

EIGHTH: The undersigned President acknowledges these Articles of
Restatement to be the corporate act of the corporation and as to all matters or
facts required to be verified under oath, the undersigned President acknowledges
that to the best of his knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
the penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its President and attested to by its Secretary
on this 8th day of August, 1995.

ATTEST: DFA INVESTMENT DIMENSIONS
GROUP INC.

/s/ Irene R. Diamant By:/s/ David G. Booth
- ---------------------------------- -----------------------------------
Irene R. Diamant, Secretary David G. Booth, President

-7-

<PAGE>
Exhibit No. 99(b)(1)(a)

DFA INVESTMENT DIMENSIONS GROUP INC.

ARTICLES OF AMENDMENT

THIS IS TO CERTIFY THAT:

FIRST: The charter of DFA Investment Dimensions Group Inc., a Maryland
corporation (the Corporation"), is hereby amended by changing the name of the
"DFA International High Book to Market Portfolio Shares" class of the common
stock of the Corporation to "RWB/DFA International High Book to Market Portfolio
Shares" and by deleting from the charter of the Corporation the name "DFA
International High Book to Market Portfolio Shares" and inserting in lieu
thereof the name "RWB/DFA International High Book to Market Portfolio Shares."

SECOND: The amendment to the charter of the Corporation as set forth above
has been duly approved by a majority of the entire Board of Directors of the
Corporation as required by law and is limited to a change expressly permitted by
Section 2-605(a)(4) of the Maryland General Corporation Law to be made without
action by the stockholders of the Corporation.

THIRD: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

FOURTH: The undersigned President acknowledges these Articles of Amendment
to be the corporate act of the Corporation and, as to all matters or facts
required to be verified under oath, the undersigned President acknowledges that
to the best of his knowledge, information and belief, these matters and facts
are true in all material respects and that this statement is made under the
penalties of perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed
in its name and on its behalf by its President and attested to by its Secretary
on this ___ day of _________, 1995.

ATTEST: DFA INVESTMENT DIMENSIONS GROUP INC.

By:
- --------------------------------- -----------------------------------
Irene R. Diamant, Secretary David G. Booth, President

<PAGE>
Exhibit No. 99(b)(1)(b)

DFA INVESTMENT DIMENSIONS GROUP INC.

ARTICLES SUPPLEMENTARY TO THE CHARTER

DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation having its
principal office in Baltimore, Maryland (hereinafter called the "Corporation")
and registered under the Investment Company Act of 1940 as an open-end company,
hereby certifies, in accordance with the requirements of Section 2-208 of the
Maryland General Corporation Law, to the State Department of Assessments and
Taxation of Maryland that:

FIRST: The Corporation has authority to issue a total of Three Billion
(3,000,000,000) shares of stock, with a par value of One Cent ($.01) per share,
having an aggregate par value of $30,000,000, all of which shall be considered
common stock. The allocation of shares of each of its twenty-four existing
classes is as follows:

Number of Shares of Common Stock
(par value $.01 per share)
Class Designation Allocated
----------------- --------------------------------

The U.S. Large Company 200,000,000
Portfolio Shares

The U.S. 9-10 Small Company 300,000,000
Portfolio Shares

The DFA One-Year Fixed 20,000,000
Income Portfolio Shares

The DFA Five-Year Government 20,000,000
Portfolio Shares

The United Kingdom Small 20,000,000
Company Portfolio Shares

The Japanese Small Company 20,000,000
Portfolio Shares

The Continental Small Company 50,000,000
Portfolio Shares

The DFA Intermediate 10,000,000
Government Fixed Income
Portfolio Shares

<PAGE>

The DFA Global Fixed Income 10,000,000
Portfolio Shares

The Pacific Rim Small 20,000,000
Company Portfolio Shares

The Large Cap International 150,000,000
Portfolio Shares

The U.S. 6-10 Small Company 100,000,000
Portfolio Shares

The U.S. Small Cap Value 100,000,000
Portfolio Shares

The U.S. Large Cap Value 100,000,000
Portfolio Shares

The DFA/AEW Real Estate 100,000,000
Securities Portfolio Shares

RWB/DFA International High 100,000,000
Book to Market Portfolio
Shares

The Emerging Markets Portfolio 100,000,000
Shares

DFA International Small Cap 100,000,000
Value Portfolio Shares

VA Large Value Portfolio 100,000,000
Shares

VA Global Bond Portfolio 100,000,000
Shares

VA Small Value Portfolio 100,000,000
Shares

VA International Value 100,000,000
Portfolio Shares

VA International Small 100,000,000
Portfolio Shares

The VA Short-Term Fixed 100,000,000
Portfolio Shares

The Board of Directors of the Corporation has adopted a resolution classifying
unallocated and unissued common stock (par value $.01 per share) of the
Corporation as follows: one hundred million

-2-

<PAGE>

(100,000,000) shares were allocated to a new class of common stock designated
"Enhanced U.S. Large Company Portfolio Shares," one hundred million
(100,000,000) shares were allocated to a new class of common stock designated
"DFA Two-Year Corporate Fixed Income Portfolio Shares," one hundred million
(100,000,000) shares were allocated to a new class of common stock designated
"DFA Two-Year Global Fixed Income Portfolio Shares," and one hundred million
(100,000,000) shares were allocated to a new class of common stock designated
"DFA Two-Year Government Portfolio Shares."

SECOND: Following the aforesaid classifications, the total number of
shares of stock which the Corporation is authorized to issue is Three Billion
(3,000,000,000) shares, with a par value of One Cent ($.01) per share and an
aggregate par value of Thirty Million Dollars ($30,000,000), and the allocation
of shares of each of the twenty-eight classes is as follows:

Number of Shares of Common Stock
(par value $.01 per share)
Class Designation Allocated
----------------- --------------------------------

The U.S. Large Company 200,000,000
Portfolio Shares

The U.S. 9-10 Small Company 300,000,000
Portfolio Shares

The DFA One-Year Fixed Income 20,000,000
Portfolio Shares

The DFA Five-Year Government 20,000,000
Portfolio Shares

The United Kingdom Small 20,000,000
Company Portfolio Shares

The Japanese Small Company 20,000,000
Portfolio Shares

The Continental Small Company 50,000,000
Portfolio Shares

The DFA Intermediate Government 10,000,000
Fixed Income Portfolio Shares

The DFA Global Fixed Income 10,000,000
Portfolio Shares

The Pacific Rim Small Company 20,000,000
Portfolio Shares

-3-

<PAGE>

The Large Cap International 150,000,000
Portfolio Shares

The U.S. 6-10 Small Company 100,000,000
Portfolio Shares

The U.S. Small Cap Value 100,000,000
Portfolio Shares

The U.S. Large Cap Value 100,000,000
Portfolio Shares

The DFA/AEW Real Estate 100,000,000
Securities Portfolio Shares

RWB/DFA International High Book 100,000,000
to Market Portfolio Shares

The Emerging Markets Portfolio 100,000,000
Shares

DFA International Small Cap 100,000,000
Value Portfolio Shares

VA Large Value Portfolio 100,000,000
Shares

VA Global Bond Portfolio 100,000,000
Shares

VA Small Value Portfolio 100,000,000
Shares

VA International Value 100,000,000
Portfolio Shares

VA International Small 100,000,000
Portfolio Shares

The VA Short-Term Fixed 100,000,000
Portfolio Shares

Enhanced U.S. Large Company 100,000,000
Portfolio Shares

DFA Two-Year Corporate Fixed 100,000,000
Income Portfolio Shares

DFA Two-Year Global Fixed 100,000,000
Income Portfolio Shares

DFA Two-Year Government 100,000,000
Portfolio Shares

-4-

<PAGE>

THIRD: A description of the shares so classified, with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as follows:

The holder of each share of Enhanced U.S. Large Company Portfolio Shares,
DFA Two-Year Corporate Fixed Income Portfolio Shares, DFA Two-Year Global Fixed
Income Portfolio Shares and DFA Two-Year Government Portfolio Shares shall be
entitled to one vote for each full share, and a fractional vote for each
fractional share of stock then standing in his or her name on the books of the
Corporation. All shares of the Corporation then issued and outstanding and
entitled to vote, irrespective of class, shall be voted in the aggregate and not
by class, except: (1) when otherwise expressly provided by the Maryland General
Corporation Law; (2) when required by the Investment Company Act of 1940, as
amended, shares shall be voted by class; and (3) when a matter to be voted upon
does not affect any interest of a particular class then only shareholders of the
affected class or classes shall be entitled to vote thereon.

Each share of The U.S. 9-10 Small Company Portfolio Shares, The Japanese
Small Company Portfolio Shares, The United Kingdom Small Company Portfolio
Shares, The Continental Small Company Portfolio Shares, The DFA One-Year Fixed
Income Portfolio Shares, The U.S. Large Company Portfolio Shares, The DFA Five-
Year Government Portfolio Shares, The DFA Intermediate Government Fixed Income
Portfolio Shares, The DFA Global Fixed Income Portfolio Shares, The Pacific Rim
Small Company Portfolio Shares, The Large Cap International Portfolio Shares,
The U.S. 6-10 Small Company Portfolio Shares, The DFA/AEW Real Estate Securities
Portfolio Shares, The U.S. Large Cap Value Portfolio Shares, The U.S. Small Cap
Value Portfolio Shares, DFA International High Book to Market Portfolio Shares,
The Emerging Markets Portfolio Shares, DFA International Small Cap Value
Portfolio Shares, VA Large Value Portfolio Shares, VA Global Bond Portfolio
Shares, VA Small Value Portfolio Shares, VA International Value Portfolio
Shares, VA International Small Portfolio Shares, VA Short-Term Fixed Portfolio
Shares, Enhanced U.S. Large Company Portfolio Shares, DFA Two-Year Corporate
Fixed Income Portfolio Shares, DFA Two-Year Global Fixed Income Portfolio Shares
and DFA Two-Year Government Portfolio Shares classes of stock of the Corporation
shall have, respectively, the following preferences and special rights,
restrictions, and limitations:

(1) All consideration received by the Corporation for the issue or
sale of stock of such class, together with all income, earnings, profits,
and proceeds thereof, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably

-5-

<PAGE>

belong to such class of shares of stock, subject only to the rights of the
creditors.

(2) Dividends or distributions on shares of each such class of stock
and redemptions of such class of stock shall be paid only out of earnings,
surplus, or other lawfully available assets belonging to such class.

(3) The Corporation may deduct from the proceeds of redemption of
shares of each such class of stock the cost incurred in liquidating
investment securities to pay redemptions in cash as set forth in the By-
Laws.

(4) In the event of the liquidation or dissolution of the
Corporation, holders of each such class of stock shall be entitled to
receive, as a class, out of the assets of the Corporation available for
distribution to shareholders, but other than general assets not belonging
to any particular class of stock, the assets belonging to such class; and
the assets so distributable to such shareholders shall be distributed among
such shareholders in proportion to the asset value of such shares. In
addition, such holders shall be entitled to receive their proportionate
share of assets of the Corporation which do not belong solely to any
particular class of shares of stock, as determined by the Board of
Directors.

(5) The assets belonging to each such class of stock shall be charged
with the liabilities in respect to such class, and shall also be charged
with their share of the general liabilities of the Corporation as
determined by the Board of Directors, such determination shall be
conclusive for all purposes.

FOURTH: The shares aforesaid have been duly classified by the Board of
Directors pursuant to authority contained in the charter of the Corporation.

FIFTH: The undersigned President hereby acknowledges these Articles
Supplementary to the charter to be the corporate act of the Corporation and, as
to all matters or facts required to be verified under oath, the undersigned
President acknowledges that, to the best of his knowledge, information and
belief, these matters and facts are true in all material respects, and that this
statement is made under the penalties of perjury.

-6-

<PAGE>

IN WITNESS WHEREOF, The Corporation has caused these Articles to be signed
in its name and on its behalf by its President and attested to by its Secretary
on this ____ day of _________, 1995.

ATTEST: DFA INVESTMENT DIMENSIONS
GROUP INC.

By:
- ------------------------------ ------------------------------
Irene R. Diamant, Secretary David G. Booth, President

-7-

<PAGE>
Exhibit No. 99(b)(2)
(Approved through 8/7/95)

DFA INVESTMENT DIMENSIONS GROUP INC.

* * * * * * * * *

BY-LAWS

* * * * * * * * *

ARTICLE I

SECTION 1. FISCAL YEAR. Unless otherwise provided by resolution of
the Board of Directors the fiscal year of the Corporation shall begin December 1
and end on the last day of November.

SECTION 2. REGISTERED OFFICE. The registered office of the
Corporation in Maryland shall be located at 32 South Street, Baltimore, Maryland
21202, and the name and address of its Resident Agent is The Corporation Trust
Incorporated.

SECTION 3. OTHER OFFICES. The Corporation shall also
have a place of business in Santa Monica, California, and the Corporation shall
have the power to open additional offices for the conduct of its business,
either within or outside the States of Maryland and California, at such places
as the Board of Directors may from time to time designate.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE OF MEETING. Annual Meetings, if held, shall be held
in such place as the Board of Directors may by resolution establish. In the
absence of any specific resolution, Annual Meetings of Stockholders shall be
held at the Corporation's principal office in Santa Monica. Meetings of
stockholders for any other purpose may be held at such place as shall be stated
in the Notice of the Meeting, or in a duly executed Waiver of Notice thereof.

SECTION 2. ANNUAL MEETINGS. The Corporation is not required to hold
an Annual Meeting in any year in which the Corporation is not required to
convene a meeting to elect directors under the Investment Company Act of 1940.
If the Corporation is required under the Investment Company Act of 1940 to hold
a meeting of stockholders to elect directors, the meeting shall be designated an
Annual Meeting of Stockholders for that year and shall be held no later than 60
days after the occurrence of the event requiring the Meeting; except if an Order
is granted by the Securities and Exchange Commission exempting the Corporation
from the operation of

<PAGE>

Section 16(a) of the Investment Company Act of 1940 or a no-action position of
similar effect is obtained, in which event such Meeting shall be held no later
than 120 days after the occurrence of the event requiring the Meeting.
Otherwise, Annual Meetings shall be held only if called by the Board of
Directors of the Corporation and, if called, shall be held during the month of
May on such date as fixed by the Board of Directors by resolution.

SECTION 3. SPECIAL MEETINGS. Special Meetings of the Stockholders
may be called at any time by the President, or by a majority of the Board of
Directors, and shall be called by the President or Secretary upon written
request of the holders of shares entitled to cast not less than ten per cent of
all the votes entitled to be cast at such meeting.

SECTION 4. NOTICE. Not less than ten or more than ninety days before
the date of every Annual or Special Stockholders' Meeting, the Secretary shall
give to each stockholder entitled to vote at such meeting written notice stating
the time and place of the meeting and, in the case of a Special Meeting, the
purpose or purposes for which the meeting is called. Business transacted at any
Special Meeting of Stockholders shall be limited to the purposes stated in the
Notice.

SECTION 5. RECORD DATE FOR MEETINGS. The Board of Directors may fix
in advance a date not more than ninety days, nor less than ten days, prior to
the date of any Annual or Special Meeting of the Stockholders as a record date
for the determination of the stockholders entitled to receive notice of the
meeting, and to vote at any meeting and any adjournment thereof. If an Annual
Meeting is held to elect directors pursuant to the requirements of the
Investment Company Act of 1940, the Board shall fix the record date within the
time required for holding such Annual Meeting as provided in Section 2 of this
Article but not more than ninety nor less than ten days prior to such meeting.
Only those stockholders who are stockholders of record on the date so fixed
shall be entitled to receive notice of and to vote at such meeting and any
adjournment thereof as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date fixed as
aforesaid.

SECTION 6. QUORUM. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at the meeting shall constitute a quorum. If, however, such
quorum shall not be present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting, without notice other than
announcement at the meeting, until a time when a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be

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transacted which might have been transacted at the meeting as originally
notified.

SECTION 7. MAJORITY. Except as otherwise provided by applicable law,
a majority of all votes cast at a meeting at which a quorum is present is
sufficient to approve any matter which properly comes before the meeting.

SECTION 8. VOTING. The holders of each share of stock of the
Corporation then issued and outstanding and entitled to vote, irrespective of
the class, shall be voted in the aggregate and not by class, except: (1) when
otherwise expressly provided by the Maryland General Corporation Law; (2) when
required by the Investment Company Act of 1940, as amended, shares shall be
voted by class; and (3) when a matter to be voted upon does not affect any
interest of a particular class, then only stockholders of the affected class or
classes shall be entitled to vote thereon.

A stockholder may cast his vote in person or by proxy, but no proxy
shall be valid after eleven months from its date, unless otherwise provided in
the proxy. At all meetings of stockholders, unless the voting is conducted by
inspectors, all questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided by
the Chairman of the meeting.

SECTION 9. INSPECTORS. At any election of Directors, the Board of
Directors prior thereto may, or, if they have not so acted, the Chairman of the
meeting may, and upon the request of the holders of ten (10%) percent of the
shares entitled to vote at such election shall, appoint two inspectors of
election who shall first subscribe an oath of affirmation to execute faithfully
the duties of inspectors at such election with strict impartiality and according
to the best of their ability, and shall after the election make a certificate of
the result of the vote taken. No candidate for the office of Director shall be
appointed such inspector. The Chairman of the meeting may cause a vote by
ballot to be taken upon any election or matter, and such vote shall be taken
upon the request of the holders of ten (10%) percent of the stock entitled to
vote on such election or matter.

ARTICLE III

DIRECTORS

SECTION 1. GENERAL POWERS. The business of the Corporation shall be
managed by its Board of Directors, which may exercise all powers of the
Corporation, except such as are by statute, or the Articles of Incorporation, or
by these By-Laws conferred upon or reserved to the stockholders.

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SECTION 2. NUMBER AND TERM OF OFFICE. The number of Directors which
shall constitute the whole Board shall be determined from time to time by the
Board of Directors, but shall not be fewer than three, nor more than fifteen.
Each Director shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

SECTION 3. ELECTION. Subject to Article II Section 2 of these By-
Laws, the Directors shall be elected at the Annual Meeting of Stockholders, if
held, or at a Special Meeting of Stockholders called for that purpose, except
that any vacancy in the Board of Directors may be filled by a majority vote of
the entire Board of Directors if immediately after filling the vacancy at least
two-thirds of the Board of Directors have been elected by the stockholders. In
the event that at any time less than a majority of the Directors of the
Corporation were elected by the holders of the outstanding voting securities of
the Corporation, the Corporation shall forthwith cause to be held as promptly as
possible, and in any event within 60 days, a meeting of stockholders for the
purpose of electing Directors to fill any existing vacancies in the Board of
Directors unless the Securities and Exchange Commission shall, by order, extend
such period.

SECTION 4. PLACE OF MEETING. Meetings of the Board of Directors,
regular or special, may be held at any place in or out of the State of Maryland
as the Board may from time to time determine.

SECTION 5. QUORUM. At all meetings of the Board of Directors a
majority of the entire Board of Directors shall constitute a quorum for the
transaction of business and the action of a majority of the Directors present at
any meeting at which a quorum is present shall be the action of the Board of
Directors unless the concurrence of a greater proportion is required for such
action by the laws of Maryland, these By-Laws or the Articles of Incorporation.
If a quorum shall not be present at any meeting of Directors, the Directors
present thereat may by a majority vote adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present.

SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board of Directors.

SECTION 7. SPECIAL MEETINGS. Special Meetings of the Board of
Directors may be called by the President on one day's notice to each Director;
Special Meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors.

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SECTION 8. INFORMAL ACTIONS. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any Committee thereof may
be taken without a meeting, if a written consent to such action is signed in one
or more counterparts by all members of the Board or of such Committee, as the
case may be, and such written consent is filed with the minutes of proceedings
of the Board or Committee.

SECTION 9. COMMITTEES. The Board of Directors may by resolution
passed by a majority of the whole Board appoint from among its members an
executive committee and other committees composed of two or more Directors, and
may delegate to such committees, in the intervals between meetings of the Board
of Directors, any or all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, except the power to
declare dividends, to issue stock or to recommend to stockholders any action
requiring stockholders' approval. In the absence of any member of such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Directors to act in
the place of such absent member.

SECTION 10. ACTION OF COMMITTEES. The Committees shall keep minutes
of their proceedings and shall report the same to the Board of Directors at the
meeting next succeeding, and any action by the Committee shall be subject to
revision and alteration by the Board of Directors, provided that no rights, of
third persons shall be affected by any such revision or alteration.

SECTION 11. COMPENSATION. Any Director, whether or not he is a
salaried officer or employee of the Corporation, may be compensated for his
services as Director or as a member of a Committee of Directors, or as Chairman
of the Board or Chairman of a committee by fixed periodic payments or by fees
for attendance at meetings or by both, and in addition may be reimbursed for
transportation and other expenses, all in such manner and amounts as the Board
of Directors may from time to time determine.

ARTICLE IV

NOTICES

SECTION 1. FORM. Notices to stockholders shall be in writing and
delivered personally or mailed to the stockholders at their addresses appearing
on the books of the Corporation. Notices to Directors shall be oral or by
telephone or telegram or in writing delivered personally or mailed to the
Directors at their addresses appearing on the books of the Corporation. Notice
by mail shall be deemed to be given at the time when the same shall be mailed.
Notice to Directors need not state the purpose of a Regular or Special Meeting.

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SECTION 2. WAIVER. Whenever any notice of the time, place or purpose
of any meeting of the stockholders, Directors or committee is required to be
given under the provisions of Maryland law or under the provisions of the
Articles of Incorporation or these By-Laws, a waiver thereof in writing, signed
by the person or persons entitled to such notice and filed with the records of
the meeting, whether before or after the holding thereof, or actual attendance
at the meeting of stockholders in person or by proxy, or at the meeting of
Directors or committee in person, shall be deemed equivalent to the giving of
such notice to such persons.

ARTICLE V

OFFICERS

SECTION 1. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors and shall include: a President who shall be the Chief
Operating Officer of the Corporation and a Director; a Secretary; and a
Treasurer. The Board of Directors may, from time to time, elect or appoint a
Controller, one or more Vice Presidents, Assistant Secretaries and Assistant
Treasurers. The Board of Directors shall also appoint two Chairmen, one of whom
shall be the Chief Executive Officer and the second shall be the Chief
Investment Officer of the Corporation and who shall perform and execute such
other duties and powers as the Board of Directors shall from time to time
prescribe. Two or more offices may be held by the same person but no officer
shall execute, acknowledge or verify any instrument in more than one capacity,
if such instrument is required by law, the Articles of Incorporation or these
By-Laws to be executed, acknowledged or verified by two or more officers.

SECTION 2. ELECTION. The Board of Directors shall choose a
President, a Secretary and a Treasurer who shall each serve until their
successors are chosen and shall qualify.

SECTION 3. OTHER OFFICERS. The Board of Directors from time to time
may appoint such other officers and agents as it shall deem advisable, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board. The Board of
Directors from time to time may delegate to one or more officers or Agents the
power to appoint any such subordinate officers or agents and to prescribe the
respective rights, terms of office, authorities and duties.

SECTION 4. COMPENSATION. The salaries or other compensation of all
officers and agents of the Corporation shall be fixed by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the

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salary or other compensation of any subordinate officers or agents appointed
pursuant to Section 3 of this Article V.

SECTION 5. TENURE. The officers of the Corporation shall serve until
their successors are chosen and qualify. Any officer or agent may be removed by
the affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the Corporation will be served thereby. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.

SECTION 6. PRESIDENT-CHIEF OPERATING OFFICER. The President shall be
the chief operating officer of the Corporation; he shall see that all orders and
resolutions of the Board are carried into effect. The President shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe. In the absence or disability of the President the
Chairman-Chief Investment Officer shall perform the duties of the President.

SECTION 7. VICE-PRESIDENTS. The Vice-Presidents, in the order of
their seniority, shall in the absence or disability of the President, perform
the duties and exercise the powers of the President and shall perform such other
duties as the Board of Directors may from time to time prescribe; provided that
the Vice President-Chief Administrative Officer shall be the chief
administrative officer of the Corporation.

SECTION 8. SECRETARY. The Secretary and/or an Assistant Secretary
shall attend all meetings of the Board of Directors and all meetings of the
stockholders and record all the proceedings thereof and shall perform like
duties for any committee when required. The Secretary shall give, or cause to
be given, notice of meetings of the stockholders and of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision the Secretary shall be. The
Secretary shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors, affix and attest the same to any
instrument requiring it. The Board of Directors may give general authority to
any other officer to affix the seal of the Corporation and to attest the
affixing by such Officer's signature.

SECTION 9. ASSISTANT SECRETARIES. The Assistant Secretaries, in
order of their seniority, shall in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties as the Board of Directors shall prescribe.

SECTION 10. TREASURER. The Treasurer, unless another officer of the
Corporation has been so designated, shall be the

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chief financial officer of the Corporation. He shall be responsible for the
maintenance of its accounting records and shall render to the Board of
Directors, at its Regular Meetings, or when the Board of Directors so requires,
an account of all the Corporation's financial transactions and a report of the
financial condition of the Corporation.

SECTION 11. CONTROLLER. The Board of Directors may designate a
Controller who shall be under the direct supervision of the Treasurer. He shall
maintain adequate records of all assets, liabilities and transactions of the
Corporation, establish and maintain internal accounting control and, in
cooperation with the independent public accountants selected by the Board of
Directors shall supervise internal auditing. He shall have such further powers
and duties as may be conferred upon him from time to time by the President or
the Board of Directors.

SECTION 12. ASSISTANT TREASURERS. The Assistant Treasurers, in the
order of their seniority, shall in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties as the Board of Directors may from time to time prescribe.

ARTICLE VI

NET ASSET VALUE

SECTION 1. NET ASSET VALUE. The net asset value per share of stock
of each class of the Corporation (each a "Portfolio") shall be determined by
dividing the total current market value of the investments and other assets
belonging to each class, less any liabilities attributable to such class, by the
total outstanding shares of such class. Securities which are listed on a
securities exchange for which market quotations are available shall be valued at
the last quoted sale price of the day or, if there is no such reported sale, at
the mean between the most recent quoted bid and asked prices. Price information
on listed securities will be taken from the exchange where the security is
primarily traded. Unlisted securities for which market quotations are readily
available will be valued at the mean between the most recent quoted bid and
asked prices. The value of other assets and securities for which no quotations
are readily available (including restricted securities) will be determined in
good faith at fair value using methods determined by the Board of Directors.

The net asset value per share of each Portfolio shall be
determined as of the close of the New York Stock Exchange on each day that the
Exchange is open for business, except as otherwise described in the registration
statement of the Corporation.

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The net asset value per share of The DFA One-Year Fixed Income
Portfolio, The DFA Intermediate Government Fixed Income Portfolio, The DFA
Global Fixed Income Portfolio, The DFA Five-Year Government Portfolio, VA Short-
Term Fixed Portfolio and VA Global Bond Portfolio (collectively "The Fixed
Income Portfolios") shall be computed by dividing the total value of the
investments and other assets of each Portfolio, less any liabilities, by the
total outstanding shares of such Portfolio. Net asset value includes interest
on fixed income securities which shall be accrued daily. Securities which are
traded over-the-counter and on a stock exchange may be valued according to the
broadest and most representative market for such securities, provided however,
that such securities may be valued on the basis of prices provided by a pricing
service when such prices are believed to reflect the fair market value of such
securities.

SECTION 2. FAIR VALUE. If events which materially affect the value
of the investments of The United Kingdom Small Company Portfolio, The Japanese
Small Company Portfolio, The DFA Global Fixed Income Portfolio, The Continental
Small Company Portfolio, The Pacific Rim Small Company Portfolio, The Large Cap
International Portfolio, DFA International High Book to Market Portfolio, The
Emerging Markets Portfolio, VA Global Bond Portfolio, VA International Value
Portfolio, VA International Small Portfolio or DFA International Small Cap Value
Portfolio occur subsequent to the close of the various foreign markets on which
securities held by those Portfolios are traded, the investments affected thereby
will be valued at fair value in good faith and in accordance with methods
determined by the Board of Directors.

SECTION 3. PUBLIC OFFERING PRICE. The Board of Directors may
authorize the sale of shares of The U.S. 9-10 Small Company Portfolio, The
Japanese Small Company Portfolio, The United Kingdom Small Company Portfolio,
The Continental Small Company Portfolio, The Pacific Rim Small Company
Portfolio, The Large Cap International Portfolio, The Emerging Markets
Portfolio, VA Global Bond Portfolio, VA Large Value Portfolio and DFA
International Small Cap Value Portfolio at a public offering price which
includes the net asset value of the shares plus a reimbursement fee.

SECTION 4. REDEMPTION EXPENSES. In the event that investment
securities must be liquidated in order to make redemption payments in cash, The
DFA Global Fixed Income Portfolio, The Japanese Small Company Portfolio, The
United Kingdom Small Company Portfolio, The Continental Small Company Portfolio,
The Pacific Rim Small Company Portfolio, The Large Cap International Portfolio,
DFA International High Book to Market Portfolio, The Emerging Markets Portfolio
and DFA International Small Cap Value Portfolio may deduct from the proceeds of
redemption the costs associated with the liquidation of such investment
securities.

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ARTICLE VII

FUNDAMENTAL POLICIES

SECTION 1. INVESTMENT LIMITATIONS. The following restrictions shall
apply to the Fund's Portfolios and may not be changed with respect to any such
Portfolio without the approval of the lesser of (i) 67% or more of the shares
entitled to vote thereon present at a meeting if the holders of more than 50% of
the shares entitled to vote thereon are present or represented by proxy, or (ii)
more than 50% of the shares entitled to vote thereon:

The Portfolios shall not:

(a) Invest in commodities or real estate, including limited
partnership interests therein, except The DFA/AEW Real Estate Securities
Portfolio, although they may purchase and sell securities of companies which
deal in real estate and may purchase and sell securities which are secured by
interests in real estate, and The U.S. Large Company Portfolio, The DFA
Intermediate Government Fixed Income Portfolio, The Large Cap International
Portfolio, The DFA/AEW Real Estate Securities Portfolio, The U.S. Large Cap
Value Portfolio, The U.S. Small Cap Value Portfolio, DFA International High Book
to Market Portfolio, The Emerging Markets Portfolio, VA Global Bond Portfolio,
VA International Value Portfolio, DFA International Small Cap Value Portfolio,
The DFA Global Fixed Income Portfolio, The Japanese, United Kingdom, Continental
and Pacific Rim Small Company Portfolios, VA Small Value Portfolio, VA Large
Value Portfolio, VA International Small Value Portfolio and VA Short-Term Fixed
Portfolio may purchase or sell financial futures contracts and options thereon;

(b) Make loans, except as applicable to The Fixed Income Portfolios
by the purchase of privately issued obligations, and as to all Portfolios except
through the acquisition of bonds, debentures or other obligations (including
repurchase agreements) which are either publicly distributed or customarily
purchased by institutional investors;

(c) Purchase securities of any issuer (except obligations of the U.S.
Government and its instrumentalities) if, as the result, more than 5% of the
Portfolio's total assets, at market, would be invested in the securities of such
issuer, provided, however, that this limitation shall apply only to 75% of the
total assets of the Fixed Income Portfolios (other than The DFA Global Fixed
Income Portfolio and VA Global Bond Portfolio, which shall not be subject to
this limitation), The U.S. Large Company Portfolio, The Japanese Small Company
Portfolio, The United Kingdom Small Company Portfolio, The Continental Small
Company Portfolio, The Pacific Rim Small Company Portfolio, The U.S. 6-10 Small
Company Portfolio, The Large Cap International Portfolio, The

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DFA/AEW Real Estate Securities Portfolio, The U.S. Large Cap Value Portfolio,
The U.S. Small Cap Value Portfolio, DFA International High Book to Market
Portfolio, The Emerging Markets Portfolio, VA Global Value Portfolio, DFA
International Small Cap Value Portfolio, VA Small Value Portfolio, VA Large
Value Portfolio and VA International Small Portfolio;

(d) Purchase or retain securities of an issuer if those officers and
directors of the Fund or its investment advisor owning more than 1/2 of 1% of
such securities together own more than 5% of such securities;

(e) Borrow, except from banks and as a temporary measure for
extraordinary or emergency purposes and then, in no event, in excess of 5% of a
Portfolio's gross assets valued at the lower of market or cost; provided that
The United Kingdom, Continental, Pacific Rim and U.S. 6-10 Small Company
Portfolios, The DFA Global Fixed Income Portfolio, The U.S. Large Company
Portfolio, The DFA/AEW Real Estate Securities Portfolio, The U.S. Large Cap
Value Portfolio, The U.S. Small Cap Value Portfolio, The Large Cap International
Portfolio, DFA International High Book to Market Portfolio, The Emerging Markets
Portfolio, VA International Value Portfolio, VA Global Bond Portfolio, DFA
International Small Cap Value Portfolio, VA Small Value Portfolio, VA Large
Value Portfolio, VA International Small Portfolio and VA Short-Term Fixed
Porfolio may borrow amounts not exceeding 33% of their net assets from banks and
pledge not more than 33% of such assets to secure such loans;

(f) Pledge, mortgage, or hypothecate any of its assets to an extent
greater than 10% of its total assets at fair market value, except as provided in
paragraph (e) of this section;

(g) Invest more than 10% of the value of the Portfolio's total assets
in illiquid securities which include certain restricted securities, repurchase
agreements with maturities of greater than seven days, and other illiquid
investments; provided, however, that The U.S. 6-10 Small Company Portfolio, The
DFA/AEW Real Estate Securities Portfolio, The U.S. Large Cap Value Portfolio,
The U.S. Small Cap Value Portfolio, DFA International High Book to Market
Portfolio, The Emerging Markets Portfolio, VA International Value Portfolio, VA
Global Bond Portfolio, DFA International Small Cap Value Portfolio, VA Small
Value Portfolio, VA Large Value Portfolio, VA International Small Portfolio and
VA Short-Term Fixed Portfolio may invest not more than 15% of the value of their
total assets in illiquid securities;

(h) Engage in the business of underwriting securities issued by
others;

(i) Invest for the purpose of exercising control over management of
any company;

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(j) Invest its assets in securities of any investment company, except
in connection with a merger, acquisition of assets, consolidation or
reorganization, provided that The DFA/AEW Real Estate Securities Portfolio may
invest in a real estate investment trust ("REIT") that is registered as an
investment company;

(k) Invest more than 5% of its total assets in securities of
companies which have (with predecessors) a record of less than three years'
continuous operation, except that this limitation does not apply to The DFA/AEW
Real Estate Securities Portfolio, VA Global Bond Portfolio, VA International
Value Portfolio, VA Small Value Portfolio, VA Large Value Portfolio, VA
International Small Portfolio and VA Short-Term Fixed Portfolio;

(l) Acquire any securities of companies within one industry if, as a
result of such acquisition, more than 25% of the value of the Portfolio's total
assets would be invested in securities of companies within such industry,
provided, however, that the foregoing restriction shall not apply to obligations
issued or guaranteed by banks and bank holding companies or government
securities as defined by Section 2(a)(16) of the Investment Company Act of 1940
acquired by The DFA One-Year Fixed Income Portfolio and VA Short-Term Fixed
Portfolio and also shall not apply to securities of companies in the real estate
industry acquired by The DFA/AEW Real Estate Securities Portfolio;

(m) Write or acquire options (except as provided in paragraph (a) of
this section) or interests in oil, gas or other mineral exploration, leases or
development programs;

(n) Purchase warrants, however, The U.S. Large Company Portfolio, The
Large Cap International Portfolio, the Small Company Portfolios, The DFA/AEW
Real Estate Securities Portfolio, The U.S. Large Cap Value Portfolio, The U.S.
Small Cap Value Portfolio, DFA International High Book to Market Portfolio, The
Emerging Markets Portfolio, VA Global Bond Portfolio, VA International Value
Portfolio, DFA International Small Cap Value Portfolio, VA Small Value
Portfolio, VA Large Value Portfolio, VA International Small Portfolio and VA
Short-Term Fixed Portfolio may each acquire warrants as a result of their
respective holdings of other equity securities;

(o) Purchase securities on margin or sell short; or

(p) Acquire more than 10% of the voting securities of any issuer or,
as applicable to The U.S. 9-10 Small Company Portfolio, acquire more than 10% of
any class of securities of any issuer, and provided that this limitation applies
only to 75% of the assets of The DFA/AEW Real Estate Securities Portfolio, The
U.S. Large Cap Value Portfolio, The U.S. Small Cap Value Portfolio, The Emerging
Markets Portfolio, VA International Value Portfolio,

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DFA International Small Cap Value Portfolio, VA Small Value Portfolio and VA
Large Value Portfolio;

Notwithstanding the investment limitations described in (c), (g), (i),
(j), (k), (l) and (p) above, all or substantially all of the assets of The U.S.
6-10 Small Company Portfolio, The U.S. Large Company Portfolio, The DFA One-Year
Fixed Income Portfolio, The U.S. Large Cap Value Portfolio, The U.S. Small Cap
Value Portfolio, DFA International High Book to Market Portfolio and The
Emerging Markets Portfolio may be invested in another registered open-end
investment company having the same investment objective, policies and
limitations as the Portfolio.

SECTION 2. Each of the Portfolios of the Fund is authorized to lend
its portfolio securities to brokers, dealers and other institutional borrowers,
provided that no such Portfolio shall make any such loan if when made more than
one-third of the then total current market value of such Portfolio's assets
would consist of lent securities.

ARTICLE VIII

OTHER RESTRICTIONS

SECTION 1. DEALINGS. The Officers and Directors of the Corporation,
its investment adviser or any sub-adviser shall have no dealings for or on
behalf of the Corporation with themselves as principal or agent, or on behalf of
any corporation or partnership in which they have a financial interest, provided
that this Section shall not prevent:

(a) Officers or Directors of the Corporation from having a financial
interest in the Corporation, in any sponsor, manager, investment adviser or
promoter of the Corporation, or in any underwriter of securities issued by the
Corporation;

(b) The purchase of securities for any Portfolio of the Corporation,
or sale of securities owned by any Portfolio of the Corporation through a
securities dealer, one or more of whose partners, officers, directors or
security holders is an Officer or Director of the Corporation, its investment
adviser or its sub-adviser, provided such transactions are handled in a
brokerage capacity only, and provided commissions charged do not exceed
customary brokerage charges for such service;

(c) The employment of any legal counsel, registrar, transfer agent,
dividend disbursing agent or custodian having a partner, officer, director or
security holder who is an officer or Director of the Corporation; provided only
customary fees are charged for services rendered to or for the benefit of the
Corporation; and

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(d) The purchase for any Portfolio of the Corporation of securities
issued by an issuer having an officer, director or security holder who is an
officer or Director of the Corporation or of any manager of the Corporation,
unless the retention of such securities in the Portfolio of the Corporation
would be a violation of these By-Laws or the Articles of Incorporation of the
Corporation.

ARTICLE IX

STOCK

SECTION 1. CERTIFICATES. Each stockholder shall be entitled to a
certificate or certificates which shall certify the class of shares and the
number of shares of such class owned by him in the Corporation. Each
certificate shall be signed by the President or a Vice-President and counter-
signed by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer.

SECTION 2. SIGNATURE. Where a certificate is signed (1) by a
transfer agent or an assistant transfer agent or (2) by a transfer clerk acting
on behalf of the Corporation and a registrar, the signature of any such
President, Vice-President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile. In case any officer who has signed any
certificate ceases to be an officer of the Corporation before the certificate is
issued, the certificate may nevertheless be issued by the Corporation with the
same effect as if the officer had not ceased to be such officer as of the date
of its issue.

SECTION 3. RECORDING AND TRANSFER WITHOUT CERTIFICATES.
Notwithstanding the foregoing provisions of this Article, the Corporation shall
have full power to participate in any program approved by the Board of Directors
providing for the recording and transfer of ownership of shares of the
Corporation's stock by electronic or other means without the issuance of
certificates.

SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been stolen,
lost or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be stolen, lost or destroyed, or upon other
satisfactory evidence of such loss or destruction. When authorizing such
issuance of a new certificate or certificates, the Board of Directors may) in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such stolen, lost or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and to give the Corporation a bond with sufficient surety,

-14-

<PAGE>
to the Corporation to
indemnify it against any loss or claim that may be made by reason of the
issuance of a new certificate.

SECTION 5. REGISTERED STOCKHOLDERS. The Corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments as a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by laws of Maryland.

SECTION 6. TRANSFER AGENTS AND REGISTRARS. The Board of Directors
may, from time to time, appoint or remove transfer agents and/or registrars of
transfers of shares of stock of the Corporation, and it may appoint the same
person as both transfer agent and registrar. Upon any such appointment being
made all certificates representing shares of stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such registrars of
transfers or by both and shall not be valid unless so countersigned. If the
same person shall be both transfer agent and registrar, only countersignature by
such person shall be required.

SECTION 7. STOCK LEDGER. The Corporation shall maintain an original
stock ledger containing the names and addresses of all stockholders and the
number and class of shares held by each stockholder. Such stock ledger may be
in written form or any other form capable of being converted into written form
within a reasonable time for visual inspection.

SECTION 8. TRANSFERS OF STOCK. Upon surrender to the Corporation or
the Transfer Agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession assignment, or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

ARTICLE X

GENERAL PROVISIONS

SECTION 1. DIVIDENDS. With respect to dividends (including
"dividends" designated as "short" or "long" term "capital gains" distributions
to satisfy requirements of the Investment Company Act of 1940 or the Internal
Revenue Code of 1954, as amended from time to time):

(a) Such dividends, at the election of the stockholders, may be
automatically reinvested in additional shares (or fractions

-15-

<PAGE>

thereof) of the class of stock in respect of which such dividends were declared
at the "net asset value" thereof determined on the reinvestment date fixed by
the Board of Directors, provided however, that all dividends and distributions
on shares of The Large Cap International Portfolio, The Japanese Small Company
Portfolio, The United Kingdom Small Company Portfolio, The Continental Small
Company Portfolio, The Pacific Rim Small Company Portfolio, DFA International
High Book to Market Portfolio, The Emerging Markets Portfolio, VA Global Bond
Portfolio, VA International Value Portfolio, DFA International Small Cap Value
Portfolio, VA Small Value Portfolio, VA Large Value Portfolio, VA International
Small Portfolio and VA Short-Term Fixed Portfolio shall be automatically
reinvested solely in additional shares (or fractions thereof) of the class of
stock in respect of which such dividends were declared at the net asset value on
the reinvestment date.

(b) The Board of Directors, in declaring any dividend, may fix a
record date not earlier than the date of declaration or more than 90 days after
the date of declaration, as of which the stockholders entitled to receive such
dividend shall be determined, notwithstanding any transfer or the repurchase or
issue (or sale) of any shares occurring after such record date.

(c) Dividends or distributions on shares of stock, whether payable in
stock or cash, shall be paid out of earnings, surplus or other lawfully
available assets; provided that no dividend payment, or distribution in the
nature of a dividend payment may be made wholly or partly from any source other
than accumulated, undistributed net income, determined in accordance with good
accounting practice, and not including profits or losses realized in the sale of
securities or other properties, unless such payment is accompanied by a written
statement clearly indicating what portion of such payment per share is made from
the following sources:

(i) Accumulated or undistributed net income, not including
profits or losses from the sale of securities or other properties;

(ii) Accumulated or undistributed net profits from the sale of
securities or other properties;

(iii) Net Profits from the sale of securities or other
properties during the then current fiscal year; and

(iv) Paid-in surplus or other capital source.

(d) In declaring dividends and in recognition that the one goal of
the Corporation is to qualify as a "regulated investment company" under the
Internal Revenue Code of 1954, as amended, the Board of Directors shall be
entitled to rely upon

-16-

<PAGE>

estimates made in the last two months of the fiscal year (with the advice of the
Corporation's auditors) as to the amounts of distribution necessary for this
purpose; and the Board of Directors, acting consistently with good accounting
practice and with the express provisions of these By-Laws, may credit receipts
and charge payments to income or otherwise, as to it may seem proper.

(e) Any dividends declared, except as aforesaid, shall be deemed
liquidating dividends and the stockholders shall be so informed to whatever
extent may be required by law. A notice that dividends have been paid from
paid-in surplus, or a notice that dividends have been paid from paid-in capital,
shall be deemed to be a sufficient notice that the same constituted liquidating
dividends.

(f) Anything in these By-Laws to the contrary notwithstanding, the
Board of Directors may at any time declare and distribute pro rata among the
stockholders of a record date fixed as above provided, a "stock dividend" out of
either authorized but unissued, or Treasury Shares of the Corporation, or both.

SECTION 2. RIGHTS IN SECURITIES. The Board of Directors, on behalf
of the Corporation, shall have the authority to exercise all of the rights of
the Corporation as owner of any securities which might be exercised by any
individual owning such securities in his own right; including but not limited
to, the rights to vote by proxy for any and all purposes (including the right to
authorize any Officer of the Investment Adviser to execute proxies), to consent
to the reorganization, merger or consolidation of any company or to consent to
the sale, lease or mortgage of all or substantially all of the property and
assets of any company; and to exchange any of the shares of stock of any company
for the shares of stock issued therefor upon any such reorganization, merger,
consolidation, sale lease or mortgage.

SECTION 3. CLAIMS AGAINST PORTFOLIO ASSETS. Each Portfolio of the
Corporation shall provide in any loan agreement and any other agreement to
pledge, mortgage or hypothecate any of its assets that such loan shall be repaid
solely by the Portfolio which borrowed funds, that to the extent such loan may
be secured only by the assets of the Portfolio which obtained the loan, no
creditor of such Portfolio shall have any rights to any assets of the
Corporation other than the specific assets which secure the agreement.

SECTION 4. REPORTS. The Corporation shall furnish Stockholders with
reports of its financial condition as required by Section 30(d) of the
Investment Company Act of 1940 and the rules thereunder.

-17-

<PAGE>

SECTION 5. BONDING OF OFFICERS AND EMPLOYEES. All Officers and
Employees of the Corporation shall be bonded to such extent, and in such manner,
as may be required by law.

SECTION 6. SEAL. The Corporate seal shall have inscribed thereon the
names of the Corporation, the year of its organization and the words "Corporate
Seal, Maryland." The seal may be used by causing it or a facsimile thereof to
be impressed or affixed or reproduced or otherwise.

ARTICLE XI

Indemnification of
OFFICERS AND DIRECTORS

SECTION 1. With respect to the indemnification of the Officers and
Directors of the Corporation:

(a) The Corporation shall indemnify each Officer and Director made
party to a proceeding, by reason of service in such capacity, to the fullest
extent, and in the manner provided, under section 2-418 of the Maryland General
Corporation law: (i) unless it is proved that the person seeking indemnification
did not meet the standard of conduct set forth in subsection (b)(1) of such
section; and (ii) provided, that the Corporation shall not indemnify any
Officer or Director for any liability to the Corporation or its security holders
arising from the willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such person's office.

(b) The provisions of clause (i) of paragraph (a) herein
notwithstanding, the Corporation shall indemnify each Officer and Director
against reasonable expenses incurred in connection with the successful defense
of any proceeding to which such Officer or Director is a party by reason of
service in such capacity.

(c) The Corporation, in the manner and to the extent provided by
applicable law, shall advance to each Officer and Director who is made party to
a proceeding by reason of service in such capacity the reasonable expenses
incurred by such person in connection therewith.

ARTICLE XII

AMENDMENTS

SECTION 1. These By-Laws may be altered or repealed at any Regular
or Special Meeting of the Board of Directors, provided therein, and provided
further, that the right of the Board of

-18-

<PAGE>

Directors to amend and the amendment procedure meet the requirements of the
Investment Company Act of 1940, if any.

-19-

<PAGE>
Exhibit No. 99(b)(4)(xxiv)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO

-------- --------
-------- --------
Number Shares
-------------------- --------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DFA INVESTMENT DIMENSIONS GROUP INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SEE REVERSE SIDE FOR --------------------
CERTAIN DEFINITIONS CUSIP
--------------------
--------
--------
VOID
--------
--------

THIS CERTIFIES THAT ____________________________________________ IS THE OWNER OF
__________________________________________________________________________ FULLY
PAID AND NON-ASSESSABLE SHARES OF THE ABOVE CORPORATION BY THE HOLDER HEREOF IN
PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED. THE CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE
TRANSFER AGENT. WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS
DULY AUTHORIZED OFFICERS.

COUNTERSIGNED:

PROVIDENT FINANCIAL PROCESSING CORPORATION
------------------------------------------
TRANSFER AGENT

DATED: BY
----------------------------------------
AUTHORIZED SIGNATURE

Michael T. Scardina David G. Booth
- ------------------------------ ------------------------------------------
TREASURER PRESIDENT

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - CUSTODIAN
TEN ENT - as tenants by the entireties ------------------------
JT TEN - as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act . . . . . . . . . . . .
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- --------------------------------------

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SHARES
- ------------------------------------------------------------------------
OF BENEFICIAL INTEREST REPRESENTED BY THE WITHIN CERTIFICATE AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT
ATTORNEY
- ----------------------------------------------------------------------
TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION AND FULL
POWER OF SUBSTITUTION IN THE PREMISES.
DATED: 19 SIGNED:
----------------- -- -----------------------------------

------------------------------------------
(BOTH MUST SIGN IF JOINT TENANCY)
SIGNATURE(S)
GUARANTEED
-------------------------------
FIRM OR BANK

BY
------------------------------------------
OFFICER

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

<PAGE>
Exhibit No. 99(b)(4)(xxv)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ENHANCED U.S. LARGE COMPANY PORTFOLIO

-------- --------
-------- --------
Number Shares
-------------------- --------------------

SEE REVERSE SIDE FOR --------------------
CERTAIN DEFINITIONS CUSIP
--------------------
--------
--------
VOID
--------
--------

COUNTERSIGNED:

PROVIDENT FINANCIAL PROCESSING CORPORATION
------------------------------------------
TRANSFER AGENT

DATED: BY
----------------------------------------
AUTHORIZED SIGNATURE

Michael T. Scardina David G. Booth
- ------------------------------ ------------------------------------------
TREASURER PRESIDENT

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- --------------------------------------

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

- --------------------------------------------------------------------------------

------------------------------------------
(BOTH MUST SIGN IF JOINT TENANCY)
SIGNATURE(S)
GUARANTEED
-------------------------------
FIRM OR BANK

BY
------------------------------------------
OFFICER

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

<PAGE>

Exhibit No. 99(b)(4)(xxvi)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO

-------- --------
-------- --------
Number Shares
-------------------- --------------------

SEE REVERSE SIDE FOR --------------------
CERTAIN DEFINITIONS CUSIP
--------------------
--------
--------
VOID
--------
--------

COUNTERSIGNED:

PROVIDENT FINANCIAL PROCESSING CORPORATION
------------------------------------------
TRANSFER AGENT

DATED: BY
----------------------------------------
AUTHORIZED SIGNATURE

Michael T. Scardina David G. Booth
- ------------------------------ ------------------------------------------
TREASURER PRESIDENT

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- --------------------------------------

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

- --------------------------------------------------------------------------------

------------------------------------------
(BOTH MUST SIGN IF JOINT TENANCY)
SIGNATURE(S)
GUARANTEED
-------------------------------
FIRM OR BANK

BY
------------------------------------------
OFFICER

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

<PAGE>
Exhibit No. 99(b)(4)(xxvii)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

DFA TWO-YEAR GOVERNMENT PORTFOLIO

-------- --------
-------- --------
Number Shares
-------------------- --------------------

SEE REVERSE SIDE FOR --------------------
CERTAIN DEFINITIONS CUSIP
--------------------
--------
--------
VOID
--------
--------

COUNTERSIGNED:

PROVIDENT FINANCIAL PROCESSING CORPORATION
------------------------------------------
TRANSFER AGENT

DATED: BY
----------------------------------------
AUTHORIZED SIGNATURE

Michael T. Scardina David G. Booth
- ------------------------------ ------------------------------------------
TREASURER PRESIDENT

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------

- --------------------------------------

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)

- --------------------------------------------------------------------------------

------------------------------------------
(BOTH MUST SIGN IF JOINT TENANCY)
SIGNATURE(S)
GUARANTEED
-------------------------------
FIRM OR BANK

BY
------------------------------------------
OFFICER

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER.

<PAGE>
Exhibit No. 99(b)(5)(xxix)
SUB-ADVISORY AGREEMENT

AGREEMENT dated this 21st day of September, 1995 among DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), DIMENSIONAL FUND
ADVISORS INC., a Delaware corporation ("DFA") and DFA Australia Pty Limited, a
corporation organized under the laws of New South Wales ("DFA Australia").

WHEREAS, DFA is the investment advisor to all the portfolios of the
Fund, including VA International Small Portfolio (the "Portfolio"); and

WHEREAS, the Portfolio will invest in "Japanese Small Company Stocks"
and "Pacific Rim Small Company Stocks" as categorized, defined and limited in
accordance with the Fund's registration statement; and

WHEREAS, DFA Australia personnel have expertise in certain business
areas pertinent to the business operations of the Portfolio and the selection of
brokers or dealers and the execution of trades with respect to such Small
Company Stocks; and

WHEREAS, DFA wishes to retain DFA Australia as sub-advisor with
respect to the VA International Small Portfolio, and DFA Australia wishes to act
as sub-advisor, upon the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants
and conditions contained herein, the parties hereto agree as follows:

1. SERVICES TO BE PERFORMED. DFA hereby employs, subject to approval by
the Board of Directors of the Fund, and supervision by DFA, DFA Australia to
furnish, at DFA Australia's expense, the services described below with respect
to the Portfolio:

a. DFA Australia shall have the authority and responsibility to select
brokers or dealers to execute purchases and sales of eligible securities
for the Portfolio. Such authority and responsibility shall include,
without limitation, (i) providing investment and ancillary services for the
Advisor and determining the best and most efficient means of purchasing and
selling such portfolio securities in order to receive best price and
execution; and (ii) allocating trades among brokers and dealers, including
any affiliate of the Fund or of any investment advisor or affiliate
thereof, subject to Section 17 of the Investment Company Act of 1940. In
carrying out its obligations hereunder, DFA Australia will act with a view
to the Portfolio's objectives as set forth in the Fund's registration
statement and otherwise communicated to DFA Australia by DFA, including the
objectives of receiving best price and execution for portfolio transactions
and of causing as little price fluctuation as possible. DFA Australia
shall not receive any commission or rebate from any broker or dealer to
whom it allocates trades nor shall it receive any commission from DFA based
upon the allocation of trades. DFA will advise DFA Australia of changes in
the Fund's Articles of Incorporation, bylaws, and registration statement
and any objectives not appearing therein as they may be relevant to DFA
Australia's performance under this Agreement. DFA will furnish to DFA
Australia reports on cash available for investment and needed for
redemption payments. DFA shall be responsible to the Board of Directors of
the Fund for the preparation of schedules of securities eligible for
purchase and sale by the Portfolio ("execution schedules"), and shall
prepare such schedules on at least a semi-annual basis, it being understood
that DFA may consult with DFA Australia in connection therewith, and may
delegate to DFA Australia the preparation of such schedules. On at least a
semi-annual basis DFA will review the Portfolio's holdings, make, itself or
in consultation with DFA Australia, any necessary adjustments to the
execution schedules and review the securities trading process and
executions. DFA Australia is

<PAGE>

authorized to have orders executed for more or fewer shares than set forth
on the execution schedules when market conditions and other factors permit
or require, provided that such variances from the execution schedules are
within the parameters agreed to by DFA from time to time or in specific
cases. DFA Australia shall report the results of all trading activities
and all such other information relating to portfolio transactions for the
Portfolio as DFA may reasonably request, on a daily basis to DFA and any
other entity designated by DFA, including without limitation the custodian
of the Portfolio. DFA Australia shall review and coordinate its agency
trading and execution strategies, practices and results with DFA as
frequently as reasonably requested.

b. DFA Australia shall maintain, and periodically review with DFA and the
Fund, policies and procedures necessary to ensure the effectiveness of on-
line communications systems between DFA Australia, DFA and the Fund.

c. DFA Australia shall periodically provide DFA with data concerning the
Japanese and Pacific Rim equity market; and it shall maintain and provide
to DFA current financial information with respect to specific stocks on the
execution schedules. DFA Australia shall also furnish DFA with advice and
information regarding securities of Japanese and Pacific Rim small
companies and shall provide DFA with such recommendations in connection
with the investment therein by the Portfolio as DFA Australia shall deem
necessary and advisable in light of the investment objective and policies
of the Portfolio.

2. COMPENSATION. For the services provided by DFA Australia hereunder
DFA shall pay DFA Australia a fee equal to 100,000 Hong Kong dollars per year,
to be paid on a quarterly basis. In the event that this Agreement is terminated
at other than a quarter-end, the fee for such quarter shall be prorated.

3. LIABILITY OF DFA AUSTRALIA. Except as provided by the next sentence,
DFA Australia shall not be liable for any error of judgment or of law or for any
loss suffered by the Fund in connection with the matters to which this Agreement
relates, except loss resulting from willful misfeasance, bad faith or gross
negligence on the part of DFA Australia in the performance of its obligations
and duties or by reason of its reckless disregard of its obligations and duties
under this Agreement. The foregoing sentence does not apply to any liability
which DFA Australia or any affiliate thereof may have arising out of the
execution by it of portfolio transaction for the Fund.

4. TERM. This Agreement shall become effective on September 21, 1995 and
shall remain in effect until December 22, 1995, unless sooner terminated as
hereinafter provided and shall continue in effect from year to year thereafter,
but only so long as such continuance is specifically approved, at least
annually, by (a) the vote of a majority of the Fund's directors, or (b) the vote
of a majority of the outstanding voting securities of the Portfolio and (c) the
vote of a majority of those directors who are not parties to this Agreement or
interested persons of any such party (except as directors of the Fund) cast in
person at a meeting called for the purpose of voting on such approval. The
terms "interested persons" and "vote of a majority of the outstanding voting
securities" shall have the meanings respectively set forth in Section 2(a)(19)
and Section 2(a)(42) of the Investment Company Act of 1940.

This Agreement may be terminated by DFA or by DFA Australia at any
time without penalty on ninety (90) days' written notice to the other party
hereto, and may also be terminated at any time without penalty by 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 (60) days' written notice to DFA
Australia by the Fund.

This Agreement shall automatically terminate in the event of its
assignment. The term "assignment" for this purpose shall have the meaning set
forth in Section 2(a)(4) of the Investment Company Act of 1940.

<PAGE>

This Agreement shall automatically terminate with respect to the
Portfolio in the event that the Investment Advisory Agreement for that Portfolio
between DFA and the Fund with respect to the Portfolio is terminated, assigned
or not renewed.

5. DFA Australia will promptly notify DFA and the Fund of any change in
the composition of its Board of Directors.

6. This Agreement is governed by and subject to the laws of the State of
California.

7. NOTICE. Any notice under this Agreement shall be in writing,
addressed and delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such notices.

IN WITNESS WHEREOF, DFA, DFA Australia and the Fund have caused this
Agreement to be executed as of the day and year above written.

DIMENSIONAL FUND ADVISORS INC.

By:/s/ David G. Booth
---------------------------------
President

DFA AUSTRALIA PTY LIMITED

By:/s/ Rex A. Sinquefield
---------------------------------
Co-Chairman/CIO

DFA INVESTMENT DIMENSIONS GROUP INC.

By:/s/ David G. Booth
---------------------------------
President

<PAGE>

EXHIBIT 99(B)(5)(xxx)

SUB-ADVISORY AGREEMENT

AGREEMENT dated this 21st day of September, 1995 among DFA INVESTMENT
DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), DIMENSIONAL FUND
ADVISORS INC., a Delaware corporation ("DFA") and DIMENSIONAL FUND ADVISORS
LTD., a company organized under the laws of England ("DFAL").

WHEREAS, DFA is the investment advisor to all the portfolios of the
Fund, including VA International Small Portfolio (the "Portfolio"); and

WHEREAS, the Portfolio will invest in "United Kingdom Small Company
Stocks" and "Continental Small Company Stocks" as categorized, defined and
limited in accordance with the Fund's registration statement; and

WHEREAS, DFAL personnel have expertise in certain business areas
pertinent to the business operations of the Portfolio and the selection of
brokers or dealers and the execution of trades with respect to such Small
Company Stocks; and

WHEREAS, DFA wishes to retain DFAL as sub-advisor with respect to the
VA International Small Portfolio, and DFAL wishes to act as sub-advisor, upon
the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants
and conditions contained herein, the parties hereto agree as follows:

1. SERVICES TO BE PERFORMED. DFA hereby employs, subject to approval by
the Board of Directors of the Fund, and supervision by DFA, DFAL to furnish, at
DFAL's expense, the services described below with respect to the Portfolio:

a. DFAL shall have the authority and responsibility to select brokers or
dealers to execute purchases and sales of eligible securities for the
Portfolio. Such authority and responsibility shall include, without
limitation, the maintenance of a trading desk for the Portfolio; the
determination of the best and most efficient means of purchasing and
selling such portfolio securities in order to achieve best price and
execution; and the allocation of trades among brokers and dealers,
including any affiliate of the Fund or of any investment advisor or
affiliate thereof, subject to Section 17 of the Investment Company Act of
1940. In carrying out its obligations hereunder, DFAL will act with a view
to the Portfolio's objectives as set forth in the Fund's registration
statement and otherwise communicated to DFAL by DFA, including the
objectives of receiving best price and execution for portfolio transactions
and of causing as little price fluctuation in the market prices of stocks
being purchased or sold as possible in light of the size of the transaction
being executed. DFA will advise DFAL of changes in the Fund's Articles of
Incorporation, bylaws, and registration statement and any objectives not
appearing therein as they may be relevant to DFAL's performance under this
Agreement. DFA will furnish to DFAL reports on cash available for
investment and needed for redemption payments. DFA shall be responsible to
the Board of Directors of the Fund for the preparation of schedules of
securities eligible for purchase and sale by the Portfolio ("execution
schedules"), and shall prepare such schedules on at least a semi-annual
basis, it being understood that DFA may consult with DFAL in connection
therewith, and may delegate to DFAL the preparation of such schedules. On
at least a semi-annual basis DFA will review the Portfolio's holdings,
make, itself or in consultation with DFAL, any necessary adjustments to the
execution schedules and review the securities trading process and
executions. DFAL is authorized to have orders executed for more or fewer
shares than set forth on the execution schedules when market conditions and
other factors permit or require, provided that such variances from the
execution schedules are within the parameters agreed to by DFA from time to
time or in specific cases. DFAL shall report the results of all trading
activities and all such other information relating to portfolio
transactions for the Portfolio as DFA may reasonably

<PAGE>

request, on a daily basis to DFA and any other entity designated by DFA,
including without limitation the custodian of the Portfolio. DFAL shall
review and coordinate its agency trading and execution strategies,
practices and results with DFA as frequently as reasonably requested.

b. DFAL shall maintain, and periodically review with DFA and the Fund,
policies and procedures necessary to ensure the effectiveness of on-line
communications systems between DFAL, DFA and the Fund.

c. DFAL shall periodically provide DFA with data concerning the United
Kingdom and Continental equity markets; and it shall maintain and provide
to DFA current financial information with respect to specific stocks on the
execution schedules. DFAL shall also furnish DFA with advice and
information regarding securities of United Kingdom and Continental small
companies and shall provide DFA with such recommendations in connection
with the investment therein by the Portfolio as DFAL shall deem necessary
and advisable in light of the investment objective and policies of the
Portfolio.

2. COMPENSATION. For the services provided by DFAL hereunder DFA shall
pay DFAL a fee equal to L 50,000 per year, to be paid on a quarterly basis. In
the event that this Agreement is terminated at other than a quarter-end, the fee
for such quarter shall be prorated.

3. LIABILITY OF DFAL. Except as provided by the next sentence, DFAL
shall not be liable for any error of judgment or of law or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates,
except loss resulting from willful misfeasance, bad faith or gross negligence on
the part of DFAL in the performance of its obligations and duties or by reason
of its reckless disregard of its obligations and duties under this Agreement.
The foregoing sentence does not apply to any liability which DFAL or any
affiliate thereof may have arising out of the execution by it of portfolio
transactions for the Fund.

This Agreement may be terminated by DFA or by DFAL at any time without
penalty on ninety (90) days' written notice to the other party hereto, and may
also be terminated at any time without penalty by 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 (60) days' written notice to DFAL by the
Fund.

5. DFAL will promptly notify DFA and the Fund of any change in the
composition of its Board of Directors.

<PAGE>

6. This Agreement is governed by and subject to the laws of the State of
California.

IN WITNESS WHEREOF, DFA, DFAL and the Fund have caused this Agreement
to be executed as of the day and year above written.

DIMENSIONAL FUND ADVISORS INC.

By:/s/David G. Booth
----------------------------------
President

DIMENSIONAL FUND ADVISORS LTD.

By:/s/Irene R. Diamant
----------------------------------
Vice President

DFA INVESTMENT DIMENSIONS GROUP INC.

By:/s/Rex A. Sinquefield
----------------------------------
Chairman

<PAGE>

Exhibit No. 99(b)(8)(i)(d)

(DFA Investment Dimensions Group Inc. letterhead)

February __, 1996

Mr. Valentine Ferrick
Mellon Trust
Princess House
Bush Lane
London EC4R OAN
ENGLAND

Re: Custody Agreement Between DFA Investment
Dimensions Group Inc. and Boston Safe
Deposit and Trust Company

Dear Mr. Ferrick:

DFA Investment Dimensions Group Inc., a Maryland
corporation and an open-end management investment company
registered under the Investment Company Act of 1940 (the "1940
Act") (the "Client"), has retained Boston Safe Deposit and Trust
Company (the "Custodian") to provide certain custodial services
pursuant to a Custody Agreement between the Client and the
Custodian dated as of July 22, 1991 (the "Agreement"). The
Custodian presently provides such services to several Portfolios
of the Client (the "Covered Portfolios").

The Client has recently organized a new Portfolio,
designated "DFA Two-Year Global Fixed Income Portfolio" (the "New
Portfolio") and the Client and the Custodian hereto desire that
the Custodian provide the New Portfolio with the same services
that the Custodian provides the Covered Portfolios pursuant to
the Agreement. Section 1(i) of the Agreement provides that any
new Portfolio created and designated by the Client may become
subject to the Agreement by the mutual consent of the Client and
the Custodian.

The Client and the Custodian hereby consent to and
agree to the Custodian providing custodial services to the New
Portfolio pursuant to the Agreement. Pursuant to Section 3(b) of
the Agreement, the parties have agreed upon the compensation for
the Custodian acting as custodian for the New Portfolio reflected
in the attached Fee Schedule, dated and signed by an officer of
each party. The attached Fee Schedule shall be attached to
Schedule A of the Agreement.

<PAGE>

In all other respects, the Agreement shall remain
unchanged and in full force and effect.

Sincerely,

DFA INVESTMENT DIMENSIONS GROUP INC.

By:_____________________________________

Title:__________________________________

ACCEPTED AND AGREED
this ____ day of
__________, 1996:

BOSTON SAFE DEPOSIT AND TRUST COMPANY

By:_________________________________

Title:______________________________

<PAGE>

FEE SCHEDULE

Safe Custody Fee
Country Transaction Charge (U.S. $) (basis points/year)

Australia 100.00 5
Austria 45.00 9
Belgium 75.00 9
Canada 30.00 3
Cedel 30.00 3
Denmark 60.00 15
Euroclear 35.00 3
Finland 80.00 20
France 45.00 5
Germany 45.00 5
Hong Kong 120.00 10
India 150.00 60
Italy 90.00 5
Japan 45.00 5
Korea 40.00 15
Malaysia 90.00 15
Netherlands 25.00 6
New Zealand 100.00 15
Norway 80.00 9
Singapore 150.00 15
Spain 40.00 5
Switzerland 65.00 9
Sweden 50.00 7
Taiwan 45.00 20
United Kingdom 22.00 4
USA 30.00 2

Transaction Repair $25

Funds Transfer $25

DFA INVESTMENT DIMENSIONS BOSTON SAFE DEPOSIT AND
GROUP INC. TRUST COMPANY

By:____________________________ By:____________________________

Date:__________, 1996 Date:__________, 1996

<PAGE>
Exhibit No. 99(b)(8)(ii)(f)

CUSTODIAN SERVICES AGREEMENT
AMENDMENT NUMBER SIX

THIS AGREEMENT is made as of the 8th day of February, 1996 by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the
"Fund"), and PNC BANK, N.A., formerly "Provident National Bank" ("PNC").

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and
WHEREAS, the Fund has retained PNC to provide certain custodian
services pursuant to a Custodian Services Agreement dated as of June 19, 1989
and amended on February 26, 1990, September 24, 1990, March 6, 1992, September
18, 1992 and September 21, 1995 (the "Agreement") which as of the date hereof,
is in full force and effect; and

WHEREAS, PNC presently provides such services to three of the four
Portfolios of the Fund that were in existence on June 19, 1989, and the
Portfolios added on February 26, 1990, September 24, 1990, March 6, 1992,
September 18, 1992, and September 21, 1995, which are defined in Section 1 of
the Agreement as the "Covered Portfolios"; and

<PAGE>

WHEREAS, the Fund has since organized three new Portfolios, designated
"Enhanced U.S. Large Company Portfolio," "DFA Two-Year Corporate Fixed Income
Portfolio" and "DFA Two-Year Government Portfolio" (collectively, the "New
Portfolios"), and the parties hereto desire that PNC shall provide the New
Portfolios with the same services that PNC provides to the Covered Portfolios of
the Fund pursuant to the Agreement; and

WHEREAS, Section 1 of the Agreement provides that PNC shall provide
such services to any Portfolio organized by the Fund after the date of the
Agreement as agreed to in writing by PNC and the Fund.

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound, the parties hereto agree as
follows:

1. The Fund has delivered to PNC copies of:

(a) Post-Effective Amendment Number 37 to the registration
statement of the Fund, as effective with the U.S. Securities and Exchange
Commission on February 8, 1996, wherein the New Portfolios are described;

(b) The exhibits to such post-effective amendment including the
forms of specimen stock certificates, all of which pertain to the New
Portfolios; and

<PAGE>

(i) the Transfer Agency Agreement between the Fund and PFPC
Inc., formerly "Provident Financial Processing Corporation" ("PFPC"), dated as
of June 19, 1989; and

(ii) the Administration and Accounting Services Agreement
between the Fund and PFPC dated as of June 19, 1989.

2. The Agreement hereby is amended effective February 8, 1996 by:

(a) adding the following words "and effective February 8, 1996,
the Enhanced U.S. Large Company Portfolio, DFA Two-Year Corporate Fixed Income
Portfolio and DFA Two-Year Government Portfolio" immediately after the words,
"VA Short-Term Fixed Portfolio," in the first sentence of Section 1;

(b) adding the following words, "and as amended February 8,
1996" after the words, "as amended September 21, 1995" in Section 2(j);

(c) deleting the following words, "June 30, 1995 and September
21, 1995," and inserting in lieu thereof the words, "February 8, 1996" in
Section 5(a)(v); and

(d) adding a new sentence immediately following the seventh
sentence of Section 25 as follows: "The foregoing provisions of this Section 25
notwithstanding, this Agreement with respect to the Enhanced U.S. Large Company
Portfolio, DFA Two-Year Corporate Fixed Income Portfolio and DFA Two-Year

-3-

<PAGE>

Government Portfolio may be terminated by either party upon not less than 180
days prior written notice to the other party."

3. The Fee Schedules of PNC applicable to the New Portfolios shall
be as agreed in writing from time to time.

4. In all other respects to Agreement shall remain unchanged and in
full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number Six to the Agreement to be executed by their duly authorized officers
designated below on the day and year first above written.

DFA INVESTMENT DIMENSIONS GROUP INC.

By:
-------------------------------------

PNC BANK, N.A.

By:
------------------------------------

-4-

<PAGE>

Exhibit No. 99(b)(9)(i)(k)

TRANSFER AGENCY AGREEMENT
AMENDMENT NUMBER ELEVEN

THIS AGREEMENT is made as of the 8th day of February,
1996, by and between DFA INVESTMENT DIMENSIONS GROUP INC., a
Maryland corporation (the "Fund"), and PFPC INC., formerly
"Provident Financial Processing Corporation" ("PFPC"), a Delaware
corporation, which is an indirect wholly-owned subsidiary of PNC
Financial Corp.

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and

WHEREAS, the Fund has retained PFPC to provide certain
transfer agency services pursuant to a Transfer Agency Agreement
dated as of June 19, 1989 and as amended (the "Agreement") which,
as of the date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to the
twenty-four existing Portfolios of the Fund; and

<PAGE>

Portfolio" (the "New Portfolios"), and the parties hereto desire
that PFPC shall provide the New Portfolios with the same services
that PFPC provides to the other twenty-four Portfolios of the
Fund pursuant to the Agreement; and

WHEREAS, Section 1 of the Agreement provides that PFPC
shall provide such services to any Portfolio organized by the
Fund after the date of the Agreement as agreed to in writing by
PFPC and the Fund.

NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, and intending to be legally
bound, the parties hereto agree as follows:

1. The Fund has delivered to PFPC copies of:

(a) Post-Effective Amendment Number 37 to the
registration statement of the Fund, as effective with the U.S.
Securities and Exchange Commission on February 8, 1996, wherein
the New Portfolios are described;

(b) The exhibits to such post-effective
amendment, including the forms of specimen stock certificates
with respect to the New Portfolios; and

(c) Amendment Number Eleven dated February 8,
1996 of the Administration and Accounting Services Agreement
between the parties dated as of June 19, 1989.

2. The Agreement hereby is amended effective
February 8, 1996 by:

-2-
<PAGE>

(a) adding the following sentence immediately
after the twelfth sentence of Section 1 therein, "As of February
8, 1996, the Fund delivered to PFPC a Prospectus dated February
8, 1996 wherein four new classes of Fund shares designated
"Enhanced U.S. Large Company Portfolio," "DFA Two-Year Corporate
Fixed Income Portfolio," "DFA Two-Year Global Fixed Income
Portfolio" and "DFA Two-Year Government Portfolio" are described
and the parties agree that the terms of this Agreement shall
apply to the Portfolios described in such Prospectus.";

(b) adding a new sentence immediately following
the twelfth sentence of Section 19 as follows: "The foregoing
provisions of this Section 19 notwithstanding, this Agreement
with respect to the Enhanced U.S. Large Company Portfolio, DFA
Two-Year Corporate Fixed Income Portfolio, DFA Two-Year Global
Fixed Income Portfolio and DFA Two-Year Government Portfolio may
be terminated by either party upon not less than 180 days prior
written notice to the other party."

3. The Fee Schedules of PFPC applicable to the
New Portfolios shall be as agreed in writing from time to time.

4. In all other respects the Agreement shall
remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused
this Amendment Number Eleven to the Agreement to be executed by

-3-
<PAGE>

their duly authorized officers designated below on the day and
year first above written.

DFA INVESTMENT DIMENSIONS GROUP INC.

By:_______________________________

PFPC INC.

By:________________________________

-4-

<PAGE>

Exhibit No. 99(b)(9)(ii)(k)

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AMENDMENT NUMBER ELEVEN

THIS AGREEMENT is made as of the 8th day of February,
1996 by and between DFA INVESTMENT DIMENSIONS GROUP INC., a
Maryland corporation (the "Fund"), and PFPC INC., formerly
"Provident Financial Processing Corporation" ("PFPC"), a Delaware
corporation, which is an indirect wholly-owned subsidiary of PNC
Financial Corp.

W I T N E S S E T H :

WHEREAS, the Fund is registered as an open-end
management investment company under the Investment Company Act of
1940, as amended (the "1940 Act"); and

WHEREAS, the Fund has retained PFPC to provide certain
administration and accounting services pursuant to an
Administration and Accounting Services Agreement dated as of
June 19, 1989 and as amended (the "Agreement") which, as of the
date hereof, is in full force and effect; and

WHEREAS, PFPC presently provides such services to the
twenty-four existing Portfolios of the Fund; and

<PAGE>

WHEREAS, the Fund has since organized four new
Portfolios, designated "Enhanced U.S. Large Company Portfolio,"
"DFA Two-Year Corporate Fixed Income Portfolio," "DFA Two-Year
Global Fixed Income Portfolio" and "DFA Two-Year Government
Portfolio" (the "New Portfolios"), and the parties hereto desire
that PFPC shall provide the New Portfolios with the same services
that PFPC provides to the other twenty-four Portfolios of the
Fund pursuant to the Agreement; and

WHEREAS, Section 1 of the Agreement provides that PFPC
shall provide such services to any Portfolio organized by the
Fund after the date of the Agreement as agreed to in writing by
PFPC and the Fund.

NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, and intending to be legally
bound, the parties hereto agree as follows:

1. The Fund has delivered to PFPC copies of:

(a) Post-Effective Amendment Number 37 to the
registration statement of the Fund, as effective with the U.S.
Securities and Exchange Commission on February 8, 1996 wherein
the New Portfolios are described;

-2-
<PAGE>

(b) The exhibits to such post-effective
amendment, including the forms of specimen stock certificates
with respect to the New Portfolios; and

(c) Amendment Number Eleven dated February 8,
1996 of the Transfer Agency Agreement between the parties dated
as of June 19, 1989.

2. The Agreement hereby is amended effective February
8, 1996 by:
(a) adding the following sentence immediately
after the twelfth sentence of Section 1 therein, "As of February
8, 1996, the Fund delivered to PFPC a Prospectus dated February
8, 1996 wherein four new classes of shares designated "Enhanced
U.S. Large Company Portfolio," "DFA Two-Year Corporate Fixed
Income Portfolio," "DFA Two-Year Global Fixed Income Portfolio"
and "DFA Two-Year Government Portfolio" are described and the
parties agree that the terms of this Agreement shall apply to the
Portfolios described in such Prospectus.";

(b) adding a new sentence immediately following
the twelfth sentence of Section 15 as follows: "The foregoing
provisions of this Section 15 notwithstanding, this Agreement
with respect to the Enhanced U.S. Large Company Portfolio, DFA
Two-Year Corporate Fixed Income Portfolio, DFA Two-Year Global
Fixed Income Portfolio and DFA Two-Year Government Portfolio may
be terminated by either party upon not less than 180 days prior
written notice to the other party."

-3-
<PAGE>

3. The Fee Schedules of PFPC applicable to the New
Portfolios shall be as agreed in writing from time to time.

4. In all other respects the Agreement shall remain
unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused
this Amendment Number Eleven to the Agreement to be executed by
their duly authorized officers designated below on the day and
year first above written.

DFA INVESTMENT DIMENSIONS GROUP INC.

By:_________________________________

PFPC INC.

By:__________________________________

-4-

<PAGE>

Exhibit No. 99(b)(9)(iv)

DFA INVESTMENT DIMENSIONS GROUP INC.

THE U.S. LARGE COMPANY PORTFOLIO

AMENDED AND RESTATED

ADMINISTRATION AGREEMENT

AGREEMENT made this ____ day of _________, 1995, by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland
corporation (the "Fund"), on behalf of The U.S. Large Company
Portfolio (the "Portfolio"), a separate series of the Fund, and
DIMENSIONAL FUND ADVISORS INC., a Delaware corporation (the
"Administrator").

WHEREAS, the Fund has been organized and operates as an
investment company registered under the Investment Company Act of
1940 for the purposes of investing and reinvesting its assets in
securities, as set forth in its Registration Statement under the
Investment Company Act of 1940 and the Securities Act of 1933, as
heretofore amended and supplemented;

WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services, assistance and
facilities of an administrator and to have an administrator
perform various administrative and other services for it; and

WHEREAS, the Administrator desires to provide such
services to the Portfolio.

NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:

1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby
employs the Administrator to supervise the administrative affairs
of the Portfolio, subject to the direction of the Board of
Directors and the officers of the Fund on the terms hereinafter
set forth. The Administrator hereby accepts such employment and
agrees to render the services described herein for the
compensation herein provided.

2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.

A. The Administrator shall supervise the
administrative affairs of the Fund as they pertain to the
Portfolio. Specifically, the Administrator shall:

<PAGE>

(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;

(2) assist the Fund to comply with the provisions
of applicable federal, state, local and
foreign securities, tax, organizational and
other laws that (i) govern the business of
the Fund in respect of the Portfolio (except
those that govern investment of the
Portfolio's assets), (ii) regulate the
offering of the Portfolio's shares and
(iii) provide for the taxation of the
Portfolio;

(3) provide the shareholders of the Portfolio
with such information regarding the operation
and affairs of the Portfolio, and their
investment in its shares, as they or the Fund
may reasonably request;

(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;

(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and

(6) provide such other administrative services
for the benefit of the Portfolio as the board
of directors may reasonably request.

B. In carrying out its responsibilities under Section
A herein, to the extent the Administrator deems necessary or
desirable and at the expense of the Portfolio, the Administrator
shall be entitled to consult with, and obtain the assistance of,
the persons described in Section A, paragraph (1) herein who
provide services to the Fund.

C. The Administrator, at its own expense, shall
provide the Fund with such office facilities and equipment as may
be necessary to conduct the administrative affairs of the Fund in
respect of the Portfolio.

-2-
<PAGE>

3. EXPENSES OF THE FUND. It is understood that the
Administrator will waive a portion of its administrative fee and
reimburse the Portfolio to the extent necessary to pay the
ordinary operating expenses (except the administrative fee
provided in Section 4 below) of the Portfolio. Expenses of the
Portfolio, which are determined by the Fund's Board of Directors
to be extraordinary, will be borne by the Portfolio. In
addition, the Administrator will waive its administrative fee
and/or reimburse the Portfolio to the extent that the indirect
expenses the Portfolio bears as a shareholder of The U.S. Large
Company Series of The DFA Investment Trust Company, on an annual
basis, exceed 0.025% (2.5 basis points) of the average annual net
assets of the Portfolio.

4. COMPENSATION OF THE ADMINISTRATOR. For the
services to be rendered by the Administrator as provided in
Section 2 of this Agreement, the Portfolio shall pay to the
Administrator, at the end of each month, a fee equal to one-
twelfth of .215 percent of the net assets of the Portfolio. If
this Agreement is terminated prior to the end of any month, the
fee for such month shall be prorated.

5. ACTIVITIES OF THE ADMINISTRATOR. The services of
the Administrator to the Fund or in respect of the Portfolio are
not to be deemed exclusive, and the Administrator shall be free
to render similar services to others as long as its services to
the Fund or in respect of the Portfolio are not impaired thereby.

6. LIABILITY OF THE ADMINISTRATOR. No provision of
this Agreement shall be deemed to protect the Administrator
against any liability to the Fund or its shareholders to which it
might otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties or the
reckless disregard of its obligations under this Agreement.

7. DURATION AND TERMINATION.

A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the board of directors of the Fund, and shall
continue in effect until terminated by the Fund or the
Administrator on 60 days written notice to the other.

B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.

8. SEVERABILITY. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.

-3-
<PAGE>

9. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the ____ day of
_________, 1995.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By:________________________ By:___________________________
Chairman-Chief President
Investment Officer

-4-

<PAGE>

Exhibit No. 99(b)(9)(ix)

DFA INVESTMENT DIMENSIONS GROUP INC.

RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO

CLIENT SERVICE AGENT AGREEMENT

AGREEMENT made this ____ day of _________, 1996, by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland
corporation (the "Fund"), on behalf of the RWB/DFA International
High Book to Market Portfolio (the "Portfolio"), a separate
series of the Fund, and REINHARDT, WERBA, BOWEN, INC. (a
California corporation) d/b/a REINHARDT WERBA BOWEN ADVISORY
SERVICES ("RWB").

WHEREAS, the Portfolio, as a separate series of the
Fund, desires to avail itself of the services and assistance of a
client service agent and to have a client service agent perform
various services for it; and

WHEREAS, RWB desires to provide such services to the
Portfolio.

NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:

1. APPOINTMENT OF RWB. The Fund hereby appoints RWB
to serve as client service agent to the Portfolio, subject to the
direction of the Board of Directors and the officers of the Fund
for the period and on the terms hereinafter set forth. RWB
hereby accepts such appointment and agrees to provide, at its own
expense, the office space, furnishings and equipment and the
personnel required by it to perform the services described herein
for the compensation as provided in Section 3 of this Agreement.

2. SERVICES TO BE PROVIDED BY RWB. RWB shall provide
the following services to the Portfolio:

A. establish and maintain a toll-free telephone
number for shareholders of the Portfolio to use to
obtain or receive up-to-date account information;

<PAGE>

B. provide to shareholders of the Portfolio quarterly
reports with respect to the performance of the
Portfolio, such reports to be separate and apart
from the Fund's semi-annual and annual reports to
shareholders; and

C. provide the shareholders of the Portfolio with
such information regarding the operation and
affairs of the Portfolio, and their investment in
its shares, as they or the Fund may reasonably
request.

3. COMPENSATION OF RWB. For the services to be
rendered by RWB as provided in Section 2 of this Agreement, the
Portfolio shall pay to RWB, at the end of each month, a fee equal
to one-twelfth of 0.13 percent of average daily net assets of the
Portfolio. If this Agreement is terminated prior to the end of
any month, the fee for such month shall be prorated.

4. ACTIVITIES OF RWB. The services of RWB to the
Fund or in respect of the Portfolio are not to be deemed
exclusive, and RWB shall be free to render similar services to
others as long as its services to the Fund or in respect of the
Portfolio are not impaired thereby.

5. RESPONSIBILITY OF RWB. In the performance of its
duties hereunder, RWB shall be obligated to exercise due care and
diligence and to act in a timely manner and in good faith to
assure the accuracy and completeness of all services performed
under this Agreement. RWB shall be under no duty to take any
action on behalf of the Portfolio except as specifically set
forth herein or as may be specifically agreed to by RWB in
writing. RWB shall be responsible for its own negligent failure
to perform its duties under this Agreement. In assessing
negligence for purposes of this Agreement, the parties agree that
the standard of care applied to RWB's conduct shall be the care
that would be exercised by a similarly situated service provider,
supplying substantially the same services under substantially
similar circumstances.

No provision of this Agreement shall be deemed to
protect RWB against any liability to the Fund or its shareholders
to which it might otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
its duties or the reckless disregard of its obligations under
this Agreement.

6. DURATION AND TERMINATION. This Agreement shall
become effective on __________, 1996, provided that prior to such
date it shall have been approved by the Board of Directors of the
Fund and shall continue in effect until terminated by the Fund or
RWB. This Agreement may at any time be terminated without

-2-
<PAGE>

penalty by vote of the Board of Directors of the Fund on sixty
days written notice to RWB. This Agreement may be terminated by
RWB after ninety days written notice to the Fund.

7. NOTICES. Any notices under this Agreement shall
be given in writing addressed and delivered, or mailed post-paid,
to the other party at the principal business office of such
party.

8. SEVERABILITY. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.

9. AMENDMENTS. This Agreement or any part hereof may
be changed or waived only by an instrument in writing signed by
the party against which enforcement of such change or waiver is
sought.

10. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.

11. MISCELLANEOUS. This Agreement embodies the entire
agreement and understanding between the parties hereto, and
supersedes all prior agreements and understandings, relating to
the subject matter hereof. The captions in this Agreement are
included for convenience of reference only and in no way define
or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement shall be binding and
shall inure to the benefit of the parties hereto and their
respective successors.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the ____ day of ____________, 1996.

REINHARDT, WERBA, BOWEN, INC. DFA INVESTMENT DIMENSIONS GROUP
d/b/a REINHARDT WERBA BOWEN INC.
ADVISORY SERVICES

By:__________________________ By:______________________________
President President

-3-

<PAGE>

Exhibit No. 99(b)(9)(x)

DFA INVESTMENT DIMENSIONS GROUP INC.

RWB/DFA INTERNATIONAL HIGH BOOK TO MARKET PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this ____ day of _________, 1996, by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland
corporation (the "Fund"), on behalf of RWB/DFA International High
Book to Market Portfolio (the "Portfolio"), a separate series of
the Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware
corporation (the "Administrator").

WHEREAS, the Administrator desires to provide such
services to the Portfolio.

NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:

2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.

A. The Administrator shall supervise the
administrative affairs of the Fund as they pertain to the
Portfolio. Specifically, the Administrator shall:

(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the

<PAGE>

Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;

(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;

(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and

(6) provide such other administrative services
for the benefit of the Portfolio as the board
of directors may reasonably request.

3. Expenses of the Fund. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.

-2-

<PAGE>

4. COMPENSATION OF THE ADMINISTRATOR. For the
services to be rendered by the Administrator as provided in
Section 2 of this Agreement, the Portfolio shall pay to the
Administrator, at the end of each month, a fee equal to one-
twelfth of .01 percent of the net assets of the Portfolio. If
this Agreement is terminated prior to the end of any month, the
fee for such month shall be prorated.

7. DURATION AND TERMINATION.

A. This Agreement shall become effective on the date
written below, provided that prior to such date it shall have
been approved by the Board of Directors of the Fund, and shall
continue in effect until terminated by the Fund or the
Administrator on 60 days written notice to the other.

B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.

8. SEVERABILITY. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.

9. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.

-3-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the ____ day of
_________, 1996.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By:________________________ By:___________________________
Chairman-Chief President
Investment Officer

-4-

<PAGE>

Exhibit No. 99(b)(9)(xv)

DFA INVESTMENT DIMENSIONS GROUP INC.

ENHANCED U.S. LARGE COMPANY PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this ____ day of February, 1996, by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland
corporation (the "Fund"), on behalf of the Enhanced U.S. Large
Company Portfolio (the "Portfolio"), a separate series of the
Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation
(the "Administrator").

WHEREAS, the Administrator desires to provide such
services to the Portfolio.

NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:

1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby
employs the Administrator to supervise the administrative affairs
of the Portfolio, subject to the direction of the board of
directors and the officers of the Fund on the terms hereinafter
set forth. The Administrator hereby accepts such employment and
agrees to render the services described herein for the
compensation herein provided.

2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.

A. The Administrator shall supervise the
administrative affairs of the Fund as they pertain to the
Portfolio. Specifically, the Administrator shall:

(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the

<PAGE>

(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;

(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and

(6) provide such other administrative services
for the benefit of the Portfolio as the board
of directors may reasonably request.

3. EXPENSES OF THE FUND. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.

-2-
<PAGE>

4. COMPENSATION OF THE ADMINISTRATOR. For the
services to be rendered by the Administrator as provided in
Section 2 of this Agreement, the Portfolio shall pay to the
Administrator, at the end of each month, a fee equal to one-
twelfth of 0.15 percent of the net assets of the Portfolio. If
this Agreement is terminated prior to the end of any month, the
fee for such month shall be prorated.

7. DURATION AND TERMINATION.

B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.

8. SEVERABILITY. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.

9. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.

-3-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and effective on the ____ day of
February, 1996.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By:________________________ By:___________________________
Chairman-Chief President
Investment Officer

-4-

<PAGE>
Exhibit No. 99(b)(9)(xvi)

DFA INVESTMENT DIMENSIONS GROUP INC.

DFA TWO-YEAR GLOBAL FIXED INCOME PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this ____ day of February, 1996, by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland
corporation (the "Fund"), on behalf of DFA Two-Year Global Fixed
Income Portfolio (the "Portfolio"), a separate series of the
Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware corporation
(the "Administrator").

WHEREAS, the Administrator desires to provide such
services to the Portfolio.

NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:

2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.

A. The Administrator shall supervise the
administrative affairs of the Fund as they pertain to the
Portfolio. Specifically, the Administrator shall:

(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the

<PAGE>

(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;

(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and

(6) provide such other administrative services
for the benefit of the Portfolio as the board
of directors may reasonably request.

3. EXPENSES OF THE FUND. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.

-2-
<PAGE>

4. COMPENSATION OF THE ADMINISTRATOR. For the
services to be rendered by the Administrator as provided in
Section 2 of this Agreement, the Portfolio shall pay to the
Administrator, at the end of each month, a fee equal to one-
twelfth of .10 percent of the net assets of the Portfolio. If
this Agreement is terminated prior to the end of any month, the
fee for such month shall be prorated.

7. DURATION AND TERMINATION.

B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.

8. SEVERABILITY. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.

9. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.

IN WITNESS WHEREOF, the parties hereto have caused this

-3-
<PAGE>

Agreement to be executed and effective on the ____ day of
February, 1996.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By:________________________ By:___________________________
Chairman-Chief President
Investment Officer

-4-

<PAGE>

Exhibit No. 99(b)(9)(xvii)

DFA INVESTMENT DIMENSIONS GROUP INC.

DFA TWO-YEAR CORPORATE FIXED INCOME PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this ____ day of February, 1996, by and
between DFA INVESTMENT DIMENSIONS GROUP INC., a Maryland
corporation (the "Fund"), on behalf of DFA Two-Year Corporate
Fixed Income Portfolio (the "Portfolio"), a separate series of
the Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware
corporation (the "Administrator").

WHEREAS, the Administrator desires to provide such
services to the Portfolio.

NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, it is agreed as follows:

2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.

A. The Administrator shall supervise the
administrative affairs of the Fund as they pertain to the
Portfolio. Specifically, the Administrator shall:

(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the

<PAGE>

(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;

(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and

(6) provide such other administrative services
for the benefit of the Portfolio as the board
of directors may reasonably request.

3. EXPENSES OF THE FUND. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.

-2-

<PAGE>

4. COMPENSATION OF THE ADMINISTRATOR. For the
services to be rendered by the Administrator as provided in
Section 2 of this Agreement, the Portfolio shall pay to the
Administrator, at the end of each month, a fee equal to one-
twelfth of 0.05 percent of the net assets of the Portfolio. If
this Agreement is terminated prior to the end of any month, the
fee for such month shall be prorated.

7. DURATION AND TERMINATION.

B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.

8. SEVERABILITY. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.

9. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.

IN WITNESS WHEREOF, the parties hereto have caused this

-3-

<PAGE>

Agreement to be executed and effective on the ____ day of
February, 1996.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By:________________________ By:___________________________
Chairman-Chief President
Investment Officer

-4-

<PAGE>
Exhibit No. 99(b)(9)(xviii)

DFA INVESTMENT DIMENSIONS GROUP INC.

DFA TWO-YEAR GOVERNMENT PORTFOLIO

ADMINISTRATION AGREEMENT

AGREEMENT made this ____ day of February, 1996, by and between DFA
INVESTMENT DIMENSIONS GROUP INC., a Maryland corporation (the "Fund"), on
behalf of DFA Two-Year Government Portfolio (the "Portfolio"), a separate
series of the Fund, and DIMENSIONAL FUND ADVISORS INC., a Delaware
corporation (the "Administrator").

WHEREAS, the Fund has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purposes
of investing and reinvesting its assets in securities, as set forth in its
Registration Statement under the Investment Company Act of 1940 and the
Securities Act of 1933, as heretofore amended and supplemented;

WHEREAS, the Portfolio, as a separate series of the Fund, desires
to avail itself of the services, assistance and facilities of an
administrator and to have an administrator perform various administrative and
other services for it; and

WHEREAS, the Administrator desires to provide such services to the
Portfolio.

NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:

1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby employs the
Administrator to supervise the administrative affairs of the Portfolio,
subject to the direction of the board of directors and the officers of the
Fund on the terms hereinafter set forth. The Administrator hereby accepts
such employment and agrees to render the services described herein for the
compensation herein provided.

2. SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.

A. The Administrator shall supervise the administrative affairs
of the Fund as they pertain to the Portfolio. Specifically, the
Administrator shall:

(1) supervise the services provided to the Fund
for the benefit of the Portfolio by the

<PAGE>
Portfolio's custodian, transfer and dividend
disbursing agent, printers, insurance
carriers (as well as agents and brokers),
independent accountants, legal counsel and
other persons who provide services to the
Fund for the benefit of the Portfolio;

(4) assist the Portfolio to conduct meetings of
its shareholders if and when called by the
board of directors of the Fund;

(5) furnish such information as the board of
directors of the Fund may require regarding
any investment company in whose shares the
Portfolio may invest; and

(6) provide such other administrative services
for the benefit of the Portfolio as the board
of directors may reasonably request.

3. EXPENSES OF THE FUND. It is understood that the
Portfolio will pay all of its own expenses incurred to conduct
its administrative affairs.

-2-

<PAGE>

4. COMPENSATION OF THE ADMINISTRATOR. For the
services to be rendered by the Administrator as provided in
Section 2 of this Agreement, the Portfolio shall pay to the
Administrator, at the end of each month, a fee equal to one-
twelfth of 0.05 percent of the net assets of the Portfolio. If
this Agreement is terminated prior to the end of any month, the
fee for such month shall be prorated.

7. Duration and Termination.

B. Any notice under this Agreement shall be given in
writing addressed and delivered, or mailed post-paid, to the
other party at the principal business office of such party.

8. SEVERABILITY. If any provision of this Agreement
shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be
affected thereby.

9. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of
California.

IN WITNESS WHEREOF, the parties hereto have caused this

-3-

<PAGE>

Agreement to be executed and effective on the ____ day of
February, 1996.

DIMENSIONAL FUND DFA INVESTMENT DIMENSIONS
ADVISORS INC. GROUP INC.

By:________________________ By:___________________________
Chairman-Chief President
Investment Officer

<PAGE>

Exhibit No. 99(b)(11)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Post-Effective Amendment
No. 36 to the Registration Statement on Form N-1A (File No. 2-73948) under
the Securities Act of 1933 of DFA Investment Dimensions Group Inc. of our
reports dated January 23, 1995 on our audits of the financial statements and
financial highlights of DFA Investment Dimensions Group Inc. and The DFA
Investment Trust Company as of November 30, 1994 and for the respective
periods then ended.

We also consent to the reference to our firm under the caption "Financial
Statements" in the Statement of Additional Information.

/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

2400 Eleven Penn Center
Philadelphia, PA 19103
November 8, 1995

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
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<NUMBER> 1
<NAME> U.S. 9-10 SMALL COMPANY PORTFOLIO

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<PERIOD-END> MAY-31-1995
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<INVESTMENTS-AT-VALUE> 793549369
<RECEIVABLES> 2837063
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<DIVIDEND-INCOME> 2862818
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<EXPENSES-NET> 2295476
<NET-INVESTMENT-INCOME> 1119319
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<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> INVESTMENT DIMENSIONS GROUP INC.
<SERIES>
<NUMBER> 2
<NAME> THE DFA ONE-YEAR FIXED INCOME PORTFOLIO

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<PERIOD-TYPE> 6-MOS
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<PERIOD-END> MAY-31-1995
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<OTHER-ITEMS-LIABILITIES> 132333
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<PAID-IN-CAPITAL-COMMON> 613811967
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<SHARES-COMMON-PRIOR> 5891439
<ACCUMULATED-NII-CURRENT> (33140)
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<ACCUMULATED-NET-GAINS> (3188210)
<OVERDISTRIBUTION-GAINS> 0
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<EXPENSES-NET> 323039
<NET-INVESTMENT-INCOME> 17836317
<REALIZED-GAINS-CURRENT> (1352316)
<APPREC-INCREASE-CURRENT> 10501419
<NET-CHANGE-FROM-OPS> 26985420
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<DISTRIBUTIONS-OF-INCOME> 17886239
<DISTRIBUTIONS-OF-GAINS> 405353
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<NUMBER-OF-SHARES-SOLD> 1406576
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<PER-SHARE-NII> 3.00
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<PER-SHARE-DIVIDEND> 3.01
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<PER-SHARE-NAV-END> 101.97
<EXPENSE-RATIO> .21
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> INVESTMENT DIMENSIONS GROUP INC.
<SERIES>
<NUMBER> 4
<NAME> THE JAPANESE SMALL COMPANY PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> MAY-31-1995
<INVESTMENTS-AT-COST> 322964724
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<RECEIVABLES> 1951413
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<TOTAL-ASSETS> 320583844
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<OTHER-ITEMS-LIABILITIES> 289051
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<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> INVESTMENT DIMENSIONS GROUP INC.
<SERIES>
<NUMBER> 5
<NAME> THE UNITED KINGDOM SMALL COMPANY PORTFOLIO

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<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> MAY-31-1995
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<NET-INVESTMENT-INCOME> 3117195
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</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000355437
<NAME> INVESTMENT DIMENSIONS GROUP INC.
<SERIES>
<NUMBER> 6
<NAME> THE DFA FIVE-YEAR GOVERNMENT PORTFOLIO

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> MAY-31-1995
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<RECEIVABLES> 2764494
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<PAGE>
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<NAME> INVESTMENT DIMENSIONS GROUP INC.
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<PAGE>
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<NAME> INVESTMENT DIMENSIONS GROUP, INC.
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<PAGE>
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<NAME> INVESTMENT DIMENSIONS GROUP INC.
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<PAGE>
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<NAME> INVESTMENT DIMENSIONS GROUP INC.
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<NAME> THE U.S. 6-10 SMALL COMPANY PORTFOLIO

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<PAGE>
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<CIK> 0000355437
<NAME> INVESTMENT DIMENSIONS GROUP INC.
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<NAME> INVESTMENT DIMENSIONS GROUP INC
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<NAME> THE U.S. LARGE CAP VALUE PORTFOLIO

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